-----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, WV9QMR0V4fjKmx3jgcjoWKkgxjWz9IkLcand1NopxDllXwRM9WYj4qJCGVFn4EI0 YNsU1B3SVvBqY5Nvf8z9iw== 0000950149-01-501198.txt : 20010814 0000950149-01-501198.hdr.sgml : 20010814 ACCESSION NUMBER: 0000950149-01-501198 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010813 EFFECTIVENESS DATE: 20010813 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: 1933 Act SEC FILE NUMBER: 333-67378 FILM NUMBER: 1706474 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 f74616s-8.txt REGISTRATION STATEMENT ON FORM S-8 1 As filed with the Securities and Exchange Commission on August 6, 2001 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 (State or other jurisdiction of 94-3207296 incorporation or organization) (I.R.S. Employer Identification No.) One Post Street San Francisco, California 94104 (Address of Principal Executive Offices) (Zip Code) MCKESSON CORPORATION 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 be Amount to be Proposed Maximum Proposed Maximum Amount of Registration Registered Registered Offering Price Per Aggregate Offering Fee Share(1) Price(1) - ------------------------------ ----------------------- ------------------------ ----------------------- ------------------------ Common Stock par value $.01 per share 8,000,000 $38.18 $305,440,000 $76,360 - ------------------------------ ----------------------- ------------------------ ----------------------- ------------------------
(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 8,000,000 shares by the average of the high and low price of the stock on August 10, 2001 the Common Stock prior to the occurrence of certain events. Pursuant to Rule 416(a) this Registration Statement also covers such undetermined number of additional shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split or stock dividend. No additional registration fee is required. 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 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 June 13, 2001 (File No. 333-62870) and February 11, 2000 (File No. 333-30226) on June 23, 2000 (File No. 333-39954) are 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, 2001. (b) Quarterly Report on Form 10-Q for the quarter ended June 30, 2001. (c) 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, 2001. 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. 3 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, 2001 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. 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 13th day of August 2001. McKesson Corporation (Registrant) By: /s/ IVAN D. MEYERSON ------------------------------ 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 13th day of August 2001. Signature and Title /s/ * -------------------------------------------------- Alan J. Seelenfreund Chairman of the Board and Director /s/ * -------------------------------------------------- John H. Hammergren Chief Executive Officer and Director (Principal Executive Officer) /s/ * -------------------------------------------------- William R. Graber Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ * -------------------------------------------------- Nigel A. Rees Vice President and Controller (Principal Accounting Officer) /s/ * -------------------------------------------------- Alfred C. Eckert III Director /s/ * -------------------------------------------------- Tully M. Friedman Director /s/ * -------------------------------------------------- M. Christine Jacobs Director /s/ * -------------------------------------------------- Martin M. Koffel Director /s/ * -------------------------------------------------- Gerald E. Mayo Director /s/ * -------------------------------------------------- *James V. Napier Director /s/ * -------------------------------------------------- Carl E. Reichardt Director /s/ * -------------------------------------------------- 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, 2001 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. 24 Powers of Attorney pursuant to which certain officers and directors of the Registrant signed this Registration Statement. EX-5 4 f74616ex5.txt OPINION OF IVAN D. MEYERSON 1 EXHIBIT 5 August 13, 2001 McKesson Corporation McKesson Plaza One Post Street San Francisco, CA 94104 I am Senior Vice President, General Counsel and Secretary 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 8,000,000 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 Corporation 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 Amended and 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 5 f74616ex23-2.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 Corporation, on Form S-8 of our report dated April 30, 2001 (which report refers 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 Corporation for the year ended March 31, 2001. /s/ DELOITTE & TOUCHE LLP - -------------------------- Deloitte & Touche LLP San Francisco, California August 13, 2001 EX-24 6 f74616ex24.txt POWERS OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned directors and officers of McKesson Corporation, 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 Corporation 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/ ALAN SEELENFREUND - -------------------------------------------------- Alan Seelenfreund Chairman of the Board /s/ JOHN H. HAMMERGREN - -------------------------------------------------- John H. Hammergren President and Chief Executive Officer and Director /s/ NIGEL REES - -------------------------------------------------- Nigel Rees Vice President and Controller /s/ WILLIAM R. GRABER - -------------------------------------------------- William R. Graber Senior Vice President and Chief Financial Officer /s/ ALFRED C. ECKERT III - -------------------------------------------------- Alfred C. Eckert III Director /s/ TULLY M. FRIEDMAN - -------------------------------------------------- Tully M. Friedman Director /s/ M. CHRISTINE JACOBS - -------------------------------------------------- M. Christine Jacobs Director /s/ MARTIN M. KOFFEL - -------------------------------------------------- Martin M. Koffel Director /s/ GERALD E. MAYO - -------------------------------------------------- Gerald E. Mayo Director /s/ JAMES V. NAPIER - -------------------------------------------------- James V. Napier Director /s/ CARL E. REICHARDT - -------------------------------------------------- Carl E. Reichardt Director /s/ JANE E. SHAW - -------------------------------------------------- Jane E. Shaw Director Dated: August 13, 2001 -----END PRIVACY-ENHANCED MESSAGE-----