Post-Effective Amendment No. 1 to Form S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

0001193125-12-196559.txt : 20120430 0001193125-12-196559.hdr.sgml : 20120430 20120430171108 ACCESSION NUMBER: 0001193125-12-196559 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120430 DATE AS OF CHANGE: 20120430 EFFECTIVENESS DATE: 20120430 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 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-71917 FILM NUMBER: 12796203 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 HBOC INC DATE OF NAME CHANGE: 19990115 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 POS 1 d336516ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8

As filed with the Securities and Exchange Commission on April 30, 2012

Registration No. 333 –71917

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

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

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

One Post Street

San Francisco, California 94104

(Address, Including Zip Code, of Principal Executive Offices)

McKesson HBOC, Inc. 1999 Executive Stock Purchase Plan

(Full Title of the Plan)

Laureen E. Seeger

Executive Vice President, General Counsel

and Chief Compliance Officer

McKesson Corporation

One Post Street

San Francisco, California 94104

(415) 983-8300

(Name, Address and Telephone Number, Including

Area Code, of Agent For Service)

Copies to:

John G. Saia

McKesson Corporation

One Post Street

San Francisco, California 94104

(415) 983-8300

Andrew D. Thorpe

Morrison & Foerster LLP

425 Market Street

San Francisco, California 94105

(415) 268-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

EXPLANATORY NOTE

This Post-Effective Amendment (this “Post Effective Amendment”) relates to the Registration Statement of McKesson Corporation, a Delaware corporation (the “Company”) on Form S-8 (File No. 333-71917) filed with the Securities and Exchange Commission on February 5, 1999, which registered 700,000 shares of the Company’s Common Stock, $0.01 par value per share, issuable pursuant to the McKesson HBOC, Inc. 1999 Executive Stock Purchase Plan (the “Registration Statement”).

The Company has terminated the offering of its securities pursuant to the Registration Statement. Accordingly, the Company is filing this Post-Effective Amendment No. 1 in accordance with the undertakings of the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering.

The Company hereby removes from registration any and all securities registered but unsold under the Registration Statement as of the date hereof.

Item 8.

Exhibits

Unless otherwise indicated below as being incorporated herein by reference to another filing with the Commission, each of the following exhibits is filed herewith:


Exhibit Number		Description of Document

24.1		Power of Attorney.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California on April 30, 2012.


McKESSON CORPORATION

By:		/s/ Laureen E. Seeger
		Laureen E. Seeger
		Executive Vice President, General Counsel and Chief Compliance Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on April 30, 2012.


Signature		Title

*		Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
John H. Hammergren

*		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Jeffrey C. Campbell

*		Vice President and Controller (Principal Accounting Officer)
Nigel A. Rees

*		Director
Andy D. Bryant

*		Director
Wayne A. Budd

*		Director
Alton F. Irby III

*		Director
M. Christine Jacobs

*		Director
Marie L. Knowles

*		Director
David. M. Lawrence, M.D.

*		Director
Edward A. Mueller

*		Director
Jane E. Shaw


*By:		/s/ Laureen E. Seeger
		Laureen E. Seeger,
		as Attorney-in-fact

EX-24.1 2 d336516dex241.htm POWER OF ATTORNEY Power of Attorney

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and officers of McKesson Corporation, a Delaware corporation (the “Company”), does hereby constitute and appoint Laureen E. Seeger and Willie C. Bogan such undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such undersigned and in his or her name, place and stead, in any and all capacities, to sign: (i) registration statements on Form S-8 relating to (a) the Company’s Deferred Compensation Administration Plan III and (b) the Company’s Supplemental Profit-Sharing Investment Plan II; (ii) a post-effective amendment to the registration statement on Form S-8 (File No. 333-140422) initially filed with the Securities and Exchange Commission on February 2, 2007; (iii) a post-effective amendment to the registration statement on Form S-8 (File No. 333-71917) initially filed with the Securities and Exchange Commission on February 5, 1999; and (iv) any and all amendments (including post-effective amendments) to such registration statements and post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.


/s/ Andy D. Bryant				/s/ Marie L. Knowles
Andy D. Bryant, Director				Marie L. Knowles, Director

/s/ Wayne A. Budd				/s/ David M. Lawrence
Wayne A. Budd, Esq., Director				David M. Lawrence, M.D., Director

/s/ Jeffrey C. Campbell				/s/ Edward A. Mueller
Jeffrey C. Campbell, Executive Vice President and Chief Financial Officer (Principal Financial Officer)				Edward A. Mueller, Director

/s/ John H. Hammergren				/s/ Nigel A. Rees
John H. Hammergren, Chairman of the Board,				Nigel A. Rees, Vice President and Controller
President and Chief Executive Officer (Principal Executive Officer)				(Principal Accounting Officer)

/s/ Alton F. Irby III				/s/ Jane E. Shaw
Alton F. Irby III, Director				Jane E. Shaw, Director

/s/ M. Christine Jacobs
M. Christine Jacobs, Director

Dated: April 25, 2012