-----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, Gj/QfPax++z6pvAscF6lGY+0QYqgADZ3gVJmQJZ/OFeJ+2s+McuWr+gWkTfVhwZ4 GHiO4KBn8sds3b4ZATOIKg== 0000950008-97-000058.txt : 19970222 0000950008-97-000058.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950008-97-000058 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970218 EFFECTIVENESS DATE: 19970218 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCKESSON CORP 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: 1933 Act SEC FILE NUMBER: 333-21931 FILM NUMBER: 97537164 BUSINESS ADDRESS: STREET 1: ONE POST ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159838300 FORMER COMPANY: FORMER CONFORMED NAME: SP VENTURES INC DATE OF NAME CHANGE: 19940728 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 18, 1997. Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MCKESSON CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-3207296 ------------------------------ ------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Post Street San Francisco, California 94104 ------------------------------ ------------------------------ (Address of Principal (Zip Code) Executive Offices) McKesson Corporation 1994 Stock Option and Restricted Stock Plan McKesson Corporation 1973 Stock Purchase Plan -------------------------------------------------- (Full title of the plan) Copy to: Nancy A. Miller Ivan D. Meyerson Vice-President and Corporate Secretary Vice-President and General Counsel McKesson Corporation McKesson Corporation One Post Street One Post Street San Francisco, California 94104 San Francisco, CA 94104 (415) 983-8300 (415) 983-8300 ------------------------------ ------------------------------ (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------ Title of Amount Proposed Maximum Proposed Amount of Securities To To Be Offering Price Maximum Aggregate Registration Be Registered Registered(1) per Share(2) Offering Price(1) Fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, 600,000 $57.9375 $34,762,500 $10,534.10 par value $.01 per share Rights to purchase 600,000 N/A N/A N/A Preferred Stock (3) - ------------------------------------------------------------------------------------------------------------------------------------ Total Registration Fee N/A N/A N/A $10,534.10 - ------------------------------------------------------------------------------------------------------------------------------------ (1) Calculated pursuant to General Instruction E on Form S-8. (2) Estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices as reported on the New York Stock Exchange on February 12, 1997. (3) Associated with the Common Stock are Rights to purchase Preferred Stock that will not be exercisable or evidenced separately from the Common Stock prior to the occurrence of certain events. ----------------- The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.
INFORMATION REQUIRED PURSUANT TO -------------------------------- GENERAL INSTRUCTION E TO FORM S-8 --------------------------------- GENERAL INSTRUCTION E INFORMATION This 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 Statements filed with the Securities and Exchange Commission on November 21, 1994; July 22, 1974 and July 17, 1973; File Nos. 33-86536, 2-51606 and 2-48616, respectively, are hereby incorporated by reference. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (1) The Registrant's Annual Report on Form 10-K (File No. 1-13252) for the fiscal year ended March 31, 1996, as amended by Amendment No. 1 on Form 10-K/A filed on February 13, 1997, which contains, among other things, the consolidated financial statements of Registrant and certain supplementary data for the fiscal year ended March 31, 1996 together with the report thereon of Deloitte & Touche LLP, independent auditors. (2) The Registrant's Quarterly Reports on Form 10-Q (File No. 1-13252) for the quarters ended June 30, 1996, as amended by Form 10-Q/A, on February 13, 1997; September 30, 1996, as amended by Form 10-Q/A, on February 13, 1997, and December 31, 1996. (3) The Registrant's Current Reports on Form 8-K (File No. 1-13252) dated as of April 8, 1996; April 30, 1996; October 10, 1996 (as amended by Amendment No. 1 on Form 8-K/A filed December 20, 1996, excluding Exhibit 99 thereto); November 22, 1996 (as amended by Amendment No. 1 on Form 8-K/A filed January 21, 1997); November 26, 1996; January 13, 1997 and February 11, 1997. (4) 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 September 14, 1994 between the Registrant and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to Amendment No. 3 to the Registrant's Registration Statement on Form 10. In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. -2- 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 18th day of February, 1997. McKESSON CORPORATION By: /s/ IVAN D. MEYERSON ----------------------------------- Ivan D. Meyerson Vice President and General Counsel 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 18th day of February, 1997. Signature Title - --------- ----- * - -------------------------------- Alan J. Seelenfreund Chairman of the Board and Chief Executive Officer (Principal Executive Officer) * - -------------------------------- Mark A. Pulido President, Chief Operating Officer and Director * - -------------------------------- Richard H. Hawkins Vice President, Chief Financial Officer (Principal Financial Officer) * - -------------------------------- Heidi E. Yodowitz Controller (Principal Accounting Officer) * - -------------------------------- Mary G.F. Bitterman Director * - -------------------------------- Tully M. Friedman Director -3- * - -------------------------------- John M. Pietruski Director * - -------------------------------- Carl E. Reichardt Director * - -------------------------------- Jane E. Shaw Director - -------------------------------- Robert H. Waterman, Jr. Director /s/ IVAN D. MEYERSON - -------------------------------- *By: Ivan D. Meyerson (Attorney-in-Fact) -4- EXHIBIT INDEX
Exhibit Sequentially Numbered No. Description Page - ------------------------------------------------------------------------------------------------------------------------ 4.1 Rights Agreement dated as of September 14, 1994 between the -- Registrant and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to Amendment No. 3 to the Registrant's Registration Statement on Form 10 and incorporated herein by reference. 5.1 Opinion of Ivan D. Meyerson, Vice-President and General 6 Counsel of the Registrant, as to the legality of the securities -- being registered 23.1 Independent Auditors' Consent 7 -- 23.2 Consent of Ivan D. Meyerson, Vice-President and General -- Counsel of the Registrant (included in Exhibit 5.1 to this Registration Statement) 24.1 Powers of Attorney pursuant to which certain officers and 8 directors of the registrant signed this Registration Statement --
-5- EX-5.1 2 OPINION OF VICE PRESIDENT AND GENERAL COUNSEL EXHIBIT 5.1 AND 23.2 -------------------- February 18, 1997 McKesson Corporation McKesson Plaza One Post Street San Francisco, CA 94104 I am General Counsel of McKesson Corporation, 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 600,000 shares of the Company's Common Stock, par value $0.01 per share, issuable pursuant to the McKesson Corporation 1994 Stock Option and Restricted Stock Plan and the McKesson Corporation 1973 Stock Purchase Plan (together, the "Plans"). 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, it is my opinion that such shares of Common Stock of the Company, when issued and sold in accordance with the Plans, will be legally 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 Vice President and General Counsel EX-23.1 3 INDEPENDENT AUDITOR'S CONSENT EXHIBIT 23.1 ------------ INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of McKesson Corporation on Form S-8 of our reports dated May 13, 1996 (December 31, 1996 as to Notes 8 and 17), appearing in the Annual Report on Form 10-K/A of McKesson Corporation for the year ended March 31, 1996. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP San Francisco, California February 14, 1997 EX-24.1 4 POWER OF ATTORNEY EXHIBIT 24.1 ------------ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: WHEREAS, McKesson Corporation, a Delaware corporation (the "Company"), contemplates filing with the Securities and Exchange Commission at Washington, D.C., under the provisions of the Securities Act of 1933, as amended, and the regulations promulgated thereunder, a Registration Statement on Form S-8 (and amendments thereto, including post-effective amendments), with respect to shares of common stock, $0.01 par value, of the Company to be issued by the Company pursuant to the McKesson Corporation 1994 Stock Option and Restricted Stock Plan and the McKesson Corporation 1973 Stock Purchase Plan, WHEREAS, the undersigned is an officer or director, or both, of the Company, NOW, THEREFORE, the undersigned hereby constitutes and appoints Nancy A. Miller and Ivan D. Meyerson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign the aforementioned Registration Statement and any and all amendments (including post-effective amendments) thereto and other documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform 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 he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 18th day of February, 1997. /s/ ALAN J. SEELENFREUND /s/ MARK A. PULIDO /s/ RICHARD H. HAWKINS /s/ HEIDI E. YODOWITZ /s/ MARY G.F. BITTERMAN /s/ TULLY M. FRIEDMAN /s/ JOHN M. PIETRUSKI /s/ CARL E. REICHARDT /s/ JANE E. SHAW -----END PRIVACY-ENHANCED MESSAGE-----