-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CETY26JaKIT7UCoc3W10666RHOCaZKeqXu/E2inMksw752F9W27WCYG+GdyfFTXf OUWurcOM+ZzJYnkrxUTc4Q== 0000929624-00-000155.txt : 20000214 0000929624-00-000155.hdr.sgml : 20000214 ACCESSION NUMBER: 0000929624-00-000155 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000211 EFFECTIVENESS DATE: 20000211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCKESSON HBOC INC CENTRAL INDEX KEY: 0000927653 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 943207296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-30220 FILM NUMBER: 536505 BUSINESS ADDRESS: STREET 1: ONE POST ST STREET 2: MCKESSON PLAZA CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159838300 MAIL ADDRESS: STREET 1: ONE POST ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: MCKESSON CORP DATE OF NAME CHANGE: 19950209 FORMER COMPANY: FORMER CONFORMED NAME: SP VENTURES INC DATE OF NAME CHANGE: 19940728 S-8 1 MCKESSON HBOC - FORM S-8 As filed with the Securities and Exchange Commission on February 11, 2000 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 McKESSON HBOC, INC. (Exact name of registrant as specified in its charter) Delaware 94-3207296 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Post Street San Francisco, California 94104 (Address of Principal Executive Offices) (Zip Code) McKesson HBOC, Inc. Deferred Compensation Administration Plan II (Full Title of Plan) Kristina Veaco Ivan D. Meyerson Senior Counsel and Senior Vice President, Assistant Secretary General Counsel and Corporate Secretary One Post Street One Post Street San Francisco, CA 94104 San Francisco, CA 94104 (Name and address of agents for service) (415) 983-8300 (Telephone number, including area code, of agents for service) The Registration Statement will become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Proposed Proposed Maximum Securities Amount to Maximum Aggregate Amount of to be be Regisistered Offering Offering Registration Fee Registered Price Price * General $50,000,000 $50,000,000 $50,000,000 $13,200 Obligations of McKesson HBOC, Inc. under the McKesson HBOC, Inc. Deferred Compensation Administration Plan II in the principal amount of $50,000,000.
* Pursuant to Rule 457(h), this registration statement covers the principal amount of $50,000,000 in General Obligations of McKesson HBOC, Inc. under the Company's Deferred Compensation Administration Plan II and the registration fee includes payment upon such principal amount. EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8 The Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The Registrant's Form S-8 Registration Statement filed with the Securities and Exchange Commission on March 30, 1998 (File No. 333-48859) is hereby incorporated by reference. The following documents previously filed or to be filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement: (a) Annual Report on Form 10-K/A for the fiscal year ended March 31, 1999. (b) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999. (c) Quarterly Report on Form 10-Q for the period ended September 30, 1999. (d) Current Reports on Form 8-K with report dates of May 3, 1999, January 25, 2000, and February 1, 2000. (e) The description of Registrant's common stock contained in the Registrant's Registration Statement on Form 10 (File No. 1-13252) and the Rights Agreement dated as of October 21, 1994 and Amendment No. 1 thereto dated October 19, 1998 between the Registrant and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibits 4.1 and 4.2, respectively, to the Registrant's Annual Report on Form 10-K/A for the fiscal year ended March, 31, 1999. In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of filing of such documents. PART II. INFORMATION REQUIRED IN REGISTRAITON STATEMENT SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 10th day of February 2000. McKESSON HBOC, INC. (Registrant) /s/Ivan D. Meyerson By: Ivan D. Meyerson Senior Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 31st day of January 2000. Signature and Title *John H. Hammergren, Co-President, and Co-Chief Executive Officer and Director (Co-Principal Executive Officer) *David L. Mahoney ,Co-President, and Co-Chief Executive Officer and Director (Co-Principal Executive Officer) *Heidi E. Yodowitz, Vice President, Controller and Acting Chief Financial Officer (Principal Financial Accounting Officer) *Alfred C. Eckert, III, Director *Tully M. Friedman, Director *Alton F. Irby, III, Director *M. Christine Jacobs, Director *Gerald E. Mayo, Director *James V. Napier, Director *David S. Pottruck, Director *Carl E. Reichardt, Director *Alan J. Seelenfreund Chairman of the Board and Director *Jane E. Shaw, Director *By: /s/ Ivan D. Meyerson (Attorney-in-Fact) ---------------- Ivan D. Meyerson EXHIBIT INDEX Exhibit No. Description - --------------------------------------------------------- 4 Rights Agreement dated as of October 21, 1994 and Amendment No. 1 thereto dated October 19, 1998 between the Registrant and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibits 4.1 and 4.2 respectively, to the Registrant's Annual Report on Form 10-K/A for the fiscal year ended March 31, 1999 and incorporated by reference herein. 5.1 Opinion of Ivan D. Meyerson, Senior Vice President, General Counsel and Corporate Secretary of the Registrant regarding the legality of the securities being offered. 5.2 Consent of Liza G. Ring, Senior Counsel of the Registrant regarding compliance with applicable provisions of ERISA 23.1 Consent of Ivan D. Meyerson, Senior Vice President, General Counsel and Corporate Secretary of the Registrant regarding the legality of the securities being offered. (Included in Exhibit 5.1) 23.2 Consent of Liza G. Ring, Senior Counsel of the Registrant regarding compliance with applicable provisions of ERISA. (Included in Exhibit 5.2) 23.3 Consent of Deloitte & Touche LLP. 23.4 Consent of Arthur Andersen LLP. 24 Powers of Attorney pursuant to which certain officers and directors of the Registrant signed this Registration Statement. EX-5.1 2 OPINION OF IVAN D. MEYERSON EXHIBIT 5.1 February 10, 2000 McKesson HBOC, Inc. McKesson Plaza One Post Street San Francisco, CA 94104 I am Senior Vice President, General Counsel and Secretary of McKesson HBOC, Inc., a Delaware corporation (the "Company"). In that capacity I have reviewed the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933 with respect to $50,000,000 of General Obligations under the McKesson HBOC, Inc. Deferred Compensation Administration Plan II. As General Counsel, I am familiar with the Company's Restated Certificate of Incorporation and its Restated By-Laws, as amended to date. I have also examined such other documents, corporate records and instruments as I have deemed necessary or appropriate for the purpose of this opinion. Based upon the foregoing, I am of the opinion that the additional General Obligations of the Company described above, will be duly authorized, validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/Ivan D. Meyerson Ivan D. Meyerson Senior Vice President, General Counsel and Corporate Secretary EX-5.2 3 CONSENT OF LIZA G. RING EXHIBIT 5.2 February 10, 2000 Securities and Exchange Commission File Desk, Room 1004 450 Fifth Street, NW Washington, DC 20549 Ladies and Gentlemen: In connection with the filing of a Registration Statement on Form S-8, I have been asked for my opinion that the McKesson HBOC, Inc. Deferred Compensation Administration Plan II (the "Plan") continues to meet the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is subject only to the provisions of Parts 1 and 5 of Title I of ERISA. In connection with this request, I note that Parts 1 and 5 of Title I of ERISA do not impose any substantive requirements regarding the documentation of unfunded plans of deferred compensation covering only a select group of management or highly compensated employees, such as the Plan. Accordingly, I am of the opinion that the terms of the Plan are in compliance with the applicable provisions of ERISA. Pursuant to the requirements of the Securities Act of 1933, as amended, I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement referred to above, including any amendments thereto. Very truly yours, /s/Liza G. Ring Liza G. Ring Senior Counsel EX-23.3 4 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of McKesson HBOC, Inc., on Form S-8 of our report dated July 12, 1999 (which report (1) was modified to indicate that the consolidated financial statements of HBO & Company ("HBOC"), as of and for the two years ended March 31, 1998 were audited by other auditors whose report (which expresses an unqualified opinion and includes an explanatory paragraph related to certain shareholder litigation) has been furnished to us, and our opinion, insofar as it relates to the amounts included for HBOC as of and for the years ended March 31, 1998 and 1997 is based solely on the report of such auditors, and (2) contained an explanatory paragraph referring to certain shareholder litigation as discussed in Financial Note 19 to the consolidated financial statements), appearing in the Annual Report on Form 10-K/A of McKesson HBOC, Inc. /s/DELOITTE & TOUCHE LLP San Francisco, California February 10, 2000 EX-23.4 5 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated July 12, 1999 included in McKesson HBOC, Inc.'s Form 10-K/A for the year ended March 31, 1999 and to all references to our firm included in this registration statement. Reference is made to said report in which the opinion contains an explanatory fourth paragraph with respect to certain shareholder litigation as discussed in Note 10 to the consolidated financial statements. /s/ARTHUR ANDERSEN LLP Atlanta, Georgia February 10, 2000 EX-24.1 6 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned directors and officers of McKesson HBOC, Inc., a Delaware corporation (the "Company") do hereby constitute and appoint Ivan D. Meyerson and Kristina Veaco his or her true and lawful attorney and agent, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of additional General Obligations under the McKesson HBOC, Inc. Deferred Compensation Administration Plan II, and to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants unto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. /s/Alfred C. Eckert III /s/James V. Napier Director Director /s/Tully M. Friedman /s/David S. Pottruck Director Director /s/John H. Hammergren, /s/Carl E. Reichardt Co-President and Director Co-Chief Executive Officer and Director (co-Principal Executive Officer) /s/Alton F. Irby III /s/Alan Seelenfreund Director Chairman of the Board and Director /s/M. Christine Jacobs /s/Jane E. Shaw Director Director /s/David L. Mahoney /s/Heidi E. Yodowitz, Co-Presdient and Vice President, Controller and Co-Chief Executive Officer and Director Acting Chief Financial Officer (Co-Principal Executive Officer) /s/Gerald E. Mayo Director Dated: January 31, 2000 -----END PRIVACY-ENHANCED MESSAGE-----