-----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, GIQvUaisVm/jv59TAvi/0ZT5v3nVWKqK/p8M2PVSjT9TmwdyHdGtMH53HU4tG/Md 2PfVlVqo7QN/lcMfCQp+Vw== 0000929624-99-001842.txt : 19991111 0000929624-99-001842.hdr.sgml : 19991111 ACCESSION NUMBER: 0000929624-99-001842 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCKESSON HBOC INC CENTRAL INDEX KEY: 0000927653 STANDARD INDUSTRIAL CLASSIFICATION: 5122 IRS NUMBER: 943207296 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-85973 FILM NUMBER: 99730109 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 POS AM 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on October 18, 1999 Registration No. 333-66359 -------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT under the Securities Act of 1933 McKESSON HBOC, INC. Delaware 94-3207296 (Exact name of Registrant (State or other jurisdiction of (I.R.S. employer as specified in its charter) incorporation or organization) identification number)
McKesson Plaza One Post Street San Francisco, California 94104 (415) 983-8300 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Ivan D. Meyerson Senior Vice President, General Counsel and Corporate Secretary McKesson HBOC, Inc. McKesson Plaza, One Post Street San Francisco, California 94104 (415) 983-8300 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------- Copy to: Gregg A. Noel Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 (213) 687-5000 Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective. -------------------- If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities being offered only in connection with dividend or interest reinvestment plans, please check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] DEREGISTRATION OF SECURITIES The purpose of this Post-Effective Amendment No. 1 to this Registration Statement is to deregister all shares of common stock, par value $.01 per share of McKesson HBOC, Inc., a Delaware corporation (previously named McKesson Corporation) which have not been sold pursuant to this Registration Statement. The Securities and Exchange Commission declared this Registration Statement effective on November 20, 1998. This Registration Statement was filed in accordance with a registration rights agreement, dated as of June 22, 1998 (the "Registration Rights Agreement"), by and among McKesson HBOC, Inc. and the parties named therein. In the Registration Rights Agreement, McKesson HBOC, Inc. agreed to use its reasonable best efforts to keep the Registration Statement effective for at least 120 days. This Post-Effective Amendment No. 1 is being filed in accordance with McKesson HBOC, Inc.'s undertaking set forth in Part II, Item 17(a)(3) of this Registration Statement. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. List of Exhibits.
Exhibit Number Description - - -------------- ----------- 24.1* Power of Attorney, dated as of May 29, 1998. 24.2** Power of Attorney, dated as of April 27, 1999. 24.3** Power of Attorney, dated as of October 12, 1999.
________ * Previously filed ** Filed herewith 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 18th day of October, 1999. McKesson HBOC, Inc. By: /s/ Ivan D. Meyerson ---------------------------------------------- Name: Ivan D. Meyerson Title: Senior Vice President, General Counsel and Corporate Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment has been signed below by the following persons in the capacities and on the date indicated.
Signature Title --------- ----- * Co-President and - - --------------------------------- Co-Chief Executive Officer and Director John H. Hammergren (principal executive officer) * Co-President and - - --------------------------------- Co-Chief Executive Officer and Director David L. Mahoney (principal executive officer) * Senior Vice President and Controller and - - --------------------------------- Acting Chief Financial Officer Heidi E. Yodowitz (principal financial and accounting officer) * - - --------------------------------- Director Alfred C. Eckert III * - - --------------------------------- Director Tully M. Friedman * - - --------------------------------- Director Alton F. Irby III
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Signature Title --------- ----- * - - --------------------------------- Director M. Christine Jacobs * - - --------------------------------- Director Gerald E. Mayo * - - --------------------------------- Director Charles W. McCall * - - --------------------------------- Director James V. Napier * - - --------------------------------- Director David S. Pottruck * - - --------------------------------- Director Carl E. Reichardt * Chairman of the Board and - - --------------------------------- Director Alan Seelenfreund * - - --------------------------------- Director Jane E. Shaw *By: /s/ Ivan D. Meyerson ----------------------------- Ivan D. Meyerson Attorney-in-fact
Dated: October 18, 1999 4 EXHIBIT INDEX Exhibit Number Description - - -------------- ----------- 24.2 Power of Attorney, dated as of April 27, 1999 24.3 Power of Attorney, dated as of October 12, 1999 5 EX-24.2 2 POWER OF ATTORNEY, DATED AS OF APRIL 27, 1999 EXHIBIT 24.2 POWER OF ATTORNEY Each of the undersigned directors and each of the undersigned officers of McKesson HBOC, Inc., a Delaware corporation (the "Corporation"), does hereby constitute and appoint Ivan D. Meyerson and Kristina Veaco as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution (acting alone and without the other), for him or her and in his or her name, place and stead in any and all capacities, to execute and deliver in his or her name and on his or her behalf any and all post-effective amendments to the Registration Statement on Form S-3 (Registration No. 333- 66359) under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the deregistration of common stock of the Corporation registered thereunder (the "Common Stock"), and to file the same with all exhibits thereto and any other documents in connection therewith and any and all other certificates, letters, reports, statements, applications and any other documents and instruments in connection with the deregistration of the Common Stock which such attorney-in-fact and agent deems necessary, advisable or appropriate to enable the Corporation to comply with (i) the Securities Act, the Securities Exchange Act of 1934, as amended, and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Securities and Exchange Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America; and (iii) the securities or similar applicable laws of any foreign jurisdiction, and each of the undersigned hereby grants unto such attorney-in-fact and agent or his substitute or substitutes, each and every act and thing requisite and necessary to be done in and about the premises as fully as to all intents and purposes as he or she might or could do in person, and does hereby ratify and confirm as his or her own acts and deeds all that such attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. Such attorney-in-fact and agent shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 27th day of April, 1999.
/s/ Charles W. McCall /s/ Alfred C. Eckert III - - ------------------------------------------------- ------------------------------------------------- Charles W. McCall Alfred C. Eckert III /s/ Tully M. Friedman /s/ James V. Napier - - ------------------------------------------------- ------------------------------------------------- Tully M. Friedman James V. Napier /s/ Alton F. Irby III /s/ David S. Pottruck - - ------------------------------------------------- ------------------------------------------------- Alton F. Irby III David S. Pottruck /s/ M. Christine Jacobs /s/ Carl E. Reichardt - - ------------------------------------------------- ------------------------------------------------- M. Christine Jacobs Carl E. Reichardt /s/ Gerald E. Mayo - - ------------------------------------------------- Gerald E. Mayo
1 EX-24.3 3 POWER OF ATTORNEY, DATED AS OF OCTOBER 12, 1999 EXHIBIT 24.3 POWER OF ATTORNEY Each of the undersigned directors and each of the undersigned officers of McKesson HBOC, Inc., a Delaware corporation (the "Corporation"), does hereby constitute and appoint Ivan D. Meyerson and Kristina Veaco as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution (acting alone and without the other), for him or her and in his or her name, place and stead in any and all capacities, to execute and deliver in his or her name and on his or her behalf any and all post-effective amendments to the Registration Statement on Form S-3 (Registration No. 333- 66359) under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the deregistration of common stock of the Corporation registered thereunder (the "Common Stock"), and to file the same with all exhibits thereto and any other documents in connection therewith and any and all other certificates, letters, reports, statements, applications and any other documents and instruments in connection with the deregistration of the Common Stock which such attorney-in-fact and agent deems necessary, advisable or appropriate to enable the Corporation to comply with (i) the Securities Act, the Securities Exchange Act of 1934, as amended, and the other federal securities laws of the United States of America and the rules, regulations and requirements of the Securities and Exchange Commission in respect of any thereof; (ii) the securities or Blue Sky laws of any state or other governmental subdivision of the United States of America; and (iii) the securities or similar applicable laws of any foreign jurisdiction, and each of the undersigned hereby grants unto such attorney-in-fact and agent or his substitute or substitutes, each and every act and thing requisite and necessary to be done in and about the premises as fully as to all intents and purposes as he or she might or could do in person, and does hereby ratify and confirm as his or her own acts and deeds all that such attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do or cause to be done by virtue hereof. Such attorney-in-fact and agent shall have, and may exercise, all of the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 12th day of October, 1999.
/s/ John H. Hammergren /s/ David L. Mahoney - - ------------------------------------------------- ------------------------------------------------- John H. Hammergren David L. Mahoney
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