-----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, PeWLkXaAEmNmP5Id+R8i7ljbD3vvaXV/Uw9tdiFc5oIeyW3CCqt2Yn44+qmi6ocH CjQQywqCGk6b7iIkmB76Ag== /in/edgar/work/20000623/0000950149-00-001370/0000950149-00-001370.txt : 20000920 0000950149-00-001370.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950149-00-001370 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000623 EFFECTIVENESS DATE: 20000623 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: S-8 SEC ACT: SEC FILE NUMBER: 333-39954 FILM NUMBER: 659663 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 0001.txt REGISTRATION STATEMENT FOR FORM S-8 1 As filed with the Securities and Exchange Commission on June 22, 2000 Registration No. 333-_____________ 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. 1999 STOCK OPTION AND RESTRICTED STOCK PLAN (Full Title of Plan) Kristina Veaco Ivan D. Meyerson Assistant General Counsel Senior Vice President, and 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
- ---------------------------------------------------------------------------------------------------------- Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of be Registered Registered Offering Price Aggregate Registration Fee Per Share(1) Offering Price(1) - ---------------------------------------------------------------------------------------------------------- Common Stock par value $.01 per share 5,000,000 $21.0625 $105,312,500 $27,802.50 - ----------------------------------------------------------------------------------------------------------
(1) The price per share was calculated in accordance with Rule 457(c) and (h) for purposes of calculating the registration fee. The maximum aggregate offering price was computed by multiplying 5,000,000 shares by the average of the high and low price of the stock on June 21, 2000 the Common Stock prior to the occurrence of certain events. 2 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 Registration Statement of the Registration on Form S-8 relating to the same employee benefit plan are effective. The Registrant's Form S-8 Registration Statement filed with the Securities and Exchange Commission on February 11, 2000 (File No. 333-30226) is hereby incorporated by reference. Incorporation of Certain Documents 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 for the fiscal year ended March 31, 2000. (b) 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 for the fiscal year ended March, 31, 2000. All documents subsequently filed by the Registrant pursuant to Sections 13 (a), 13 (c), 14 or 15 (d) of the Securities Exchange Act of 1934 shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents until a post-effective amendment of this Registration Statement is filed which indicates that all securities being offered hereby have been sold or which deregisters all securities than remaining unsold. PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 8. Exhibits
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 for the fiscal year ended March 31, 2000 and incorporated by reference herein. 5 Opinion of Ivan D. Meyerson, Senior Vice President, General Counsel and Corporate Secretary of the Registrant regarding the legality of the securities being offered.
3 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) 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of Arthur Andersen LLP. 24 Powers of Attorney pursuant to which certain officers and directors of the Registrant signed this Registration Statement.
4 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 22nd day of June 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 10th day of May 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) *William R. Graber, Senior Vice President and Chief Financial Officer (Principal Financial Officer) *Heidi E. Yodowitz, Senior Vice President and Controller (Principal 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 5 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 for the fiscal year ended March 31, 2000 and incorporated by reference herein. 5 Opinion of Ivan D. Meyerson, Senior Vice President, General Counsel and Corporate Secretary of the Registrant regarding the legality of the securities being offered. 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) 23.2 Consent of Deloitte & Touche LLP. 23.3 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 2 0002.txt OPINION OF IVAN D. MEYERSON 1 EXHIBIT 5 June 22, 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 5,000,000 shares of the Company's Common stock, and options to purchase shares of the Company's Common stock, par value $0.01 per share, issuable pursuant to the McKesson HBOC, Inc. 1999 Stock Option and Restricted Stock Plan (the "1999 Plan"). 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 shares of Common Stock of the Company, when issued in accordance with the 1999 Plan, 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 to the Registration Statement. Very truly yours, /s/Ivan D. Meyerson ---------------------------------------- Ivan D. Meyerson Senior Vice President, General Counsel and Corporate Secretary EX-23.2 3 0003.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.2 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 May 19, 2000 (which report (1) was modified to indicate that the consolidated financial statements of HBO & Company ("HBOC"), as of and for the year 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 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 18 to the consolidated financial statements), appearing in the Annual Report on Form 10-K of McKesson HBOC, Inc. /s/ DELOITTE & TOUCHE LLP San Francisco, California June 21, 2000 EX-23.3 4 0004.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.3 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 for the year ended March 31, 2000 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 18 to the consolidated financial statements. /s/ARTHUR ANDERSEN LLP Atlanta, Georgia June 21, 2000 EX-24 5 0005.txt POWERS OF ATTORNEY 1 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 shares of the Company's Common Stock, par value $.01 per share, that may be issued by the Company under the McKesson HBOC, Inc. 1999 Stock Option and Restricted Stock Plan, 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/ Gerald E. Mayo - ---------------------------------------- ---------------------------------------- Director Director /s/ Tully M. Friedman /s/ James V. Napier - ---------------------------------------- ---------------------------------------- Director Director /s/ William R. Graber /s/ David S. Pottruck - ---------------------------------------- ---------------------------------------- Senior Vice President and Chief Director Financial Officer /s/ Carl E. Reichardt ----------------------------------------- /s/ John H. Hammergren, Director - ---------------------------------------- Co-President and /s/ Alan Seelenfreund Co-Chief Executive Officer and Director ---------------------------------------- Chairman of the Board and Director /s/ Alton F. Irby III /s/ Jane E. Shaw - ---------------------------------------- ---------------------------------------- Director Director /s/ M. Christine Jacobs /s/ Heidi E. Yodowitz - ---------------------------------------- ---------------------------------------- Director Senior Vice President and Controller /s/ David L. Mahoney - ---------------------------------------- Co-President and Co-Chief Executive Officer and Director
Dated: May 10, 2000 -----END PRIVACY-ENHANCED MESSAGE-----