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As filed with the Securities and Exchange Commission on February 21, 2001
Registration No. 333-53394-01
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT
NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933*
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Cardinal Health, Inc.
(Exact name of registrant as specified in its charter)
Ohio 31-0958666
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7000 Cardinal Place, Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
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BINDLEY WESTERN INDUSTRIES, INC. OUTSIDE DIRECTORS STOCK OPTION PLAN
BINDLEY WESTERN INDUSTRIES, INC. 1987 STOCK OPTION AND INCENTIVE PLAN
BINDLEY WESTERN INDUSTRIES, INC. 1993 STOCK OPTION AND INCENTIVE PLAN
CENTRAL PHARMACY SERVICES, INC. 1993 STOCK OPTION PLAN
BINDLEY WESTERN INDUSTRIES, INC. 1998 NON-QUALIFIED STOCK OPTION PLAN
BINDLEY WESTERN INDUSTRIES, INC. 2000 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plans)
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Steven Alan Bennett, Esq.
Executive Vice President, Chief Legal Officer and Secretary
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
(Name and address of agent for service)
(614) 757-5000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate offering price Amount of registration
registered registered(1) per share fee
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Common Shares, without par
value 3,400,000 (2) (2) (2)
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(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plans.
(2) Not applicable. All filing fees payable in connection with the
registration of the issuance of these securities were paid in
connection with the filing of (a) the Registrant's preliminary proxy
materials on Schedule 14A on December 22, 2000 and (b) the Registrant's
Form S-4 Registration Statement (333-53394) on January 8, 2001.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described in Part II
under "Introductory Statement."
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT
Cardinal Health, Inc. (the "Company" or the "Registrant") hereby amends
its Registration Statement on Form S-4 (No. 333-53394) (the "Form S-4") by
filing this Post-Effective Amendment No. 1 on Form S-8 ("Amendment No. 1") with
respect to up to 3,400,000 of the Registrant's Common Shares, without par value
("Common Shares"), issuable in connection with the following plans of Bindley
Western Industries, Inc. ("Bindley"):
(a) Bindley Western Industries, Inc. Outside Directors Stock
Option Plan;
(b) Bindley Western Industries, Inc. 1987 Stock Option and
Incentive Plan;
(c) Bindley Western Industries, Inc. 1993 Stock Option and
Incentive Plan;
(d) Central Pharmacy Services, Inc. 1993 Stock Option Plan;
(e) Bindley Western Industries, Inc. 1998 Non-Qualified Stock
Option Plan; and
(f) Bindley Western Industries, Inc. 2000 Stock Option and
Incentive Plan (collectively the "Plans")
All such Common Shares were previously included in the Form S-4.
On February 14, 2001, Brick Merger Corp., an Indiana corporation and a
wholly owned subsidiary of the Registrant ("Brick"), was merged with and into
Bindley (the "Merger") pursuant to an Agreement and Plan of Merger dated
December 2, 2000 among the Registrant, Brick and Bindley (the "Merger
Agreement"). As a result of the Merger, each outstanding share of Bindley Common
Stock (with certain specified exceptions) was converted into 0.4275 Common
Shares of the Registrant (the "Exchange Ratio"). Also as a result of the Merger,
shares of Bindley Common Stock are no longer issuable upon the exercise of
options to purchase Bindley Common Stock ("Bindley Options") pursuant to the
Plans. Participants in the Plans will receive in lieu of Bindley Common Stock
that number of Common Shares of the Registrant equal to the number of shares of
Bindley Common Stock issuable immediately prior to the effective time of the
Merger upon exercise of an Bindley Option multiplied by the Exchange Ratio with
an exercise price for such option equal to the exercise price which existed
under the corresponding Bindley Option divided by the Exchange Ratio.
The designation of Amendment No. 1 as Registration No. 333-53394-01
denotes that Amendment No. 1 relates only to the Common Shares issuable pursuant
to the Plans and that this is the first Post-Effective Amendment to the S-4
filed with respect to such shares.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (f) below are incorporated by
reference in this registration statement. All documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), subsequent to the date of the filing
of this registration statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold,
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shall be deemed to be incorporated by reference in the registration statement
and to be a part hereof from the date of the filing of such documents.
(a) The Annual Report on Form 10-K of the Company for the fiscal
year ended June 30, 2000 filed with the Securities and
Exchange Commission (the "Commission") on September 6, 2000
("Form 10-K");
(b) The information contained in the Company's Proxy Statement
dated September 18, 2000 for its Annual Meeting of
Shareholders held on November 1, 2000 that has been
incorporated by reference in its Form 10-K;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000, filed with the Commission on
November 13, 2000;
(d) The Company's Current Reports on Form 8-K filed with the
Commission on February 2, 2001 and February 8, 2001;
(e) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2000 filed with the Commission on February
14, 2001; and
(f) The description of the Company's Common Shares contained in
the Company's Registration Statement on Form 8-A dated August
19, 1994, pursuant to Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Shares offered hereby has been passed upon
for the Company by Amy B. Haynes, Assistant General Counsel; Practice Group Head
-- Securities and Corporate Governance of the Company. Ms. Haynes holds Common
Shares of the Company, as well as vested and unvested options to purchase Common
Shares of the Company, and unvested restricted Common Shares of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations governing the indemnification of officers, directors, and other
persons.
Article 6 of the Company's Restated Code of Regulations ("Code of
Regulations"), as amended and restated, contains certain indemnification
provisions adopted pursuant to authority contained in Section 1701.13(E) of the
Ohio Revised Code. The Company's Code of Regulations provides for the
indemnification of its officers, directors, employees, and agents against all
expenses with respect to any judgments, fines, and amounts paid in settlement,
or with respect to any threatened, pending, or completed action, suit, or
proceeding to which they were or are parties or are threatened to be made
parties by reason of acting in such capacities, provided that it is determined,
either by a majority vote of a quorum of disinterested directors of the Company
or the shareholders of the Company or otherwise as provided in Section
1701.13(E) of the Ohio Revised Code, that (a) they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
the Company; (b) in any action, suit, or proceeding by or in the right of the
Company, they were not, and have not been adjudicated to have been, negligent or
guilty of misconduct in the performance of their duties to the Company; and (c)
with respect to any criminal action or proceeding, that they had no reasonable
cause to believe that their conduct was unlawful. Section 1701.13(E) provides
that to the extent a director, officer, employee, or agent has been successful
on the merits or otherwise in defense of any such action, suit, or
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proceeding, such individual shall be indemnified against expenses reasonably
incurred in connection therewith. At present there are no material claims,
actions, suits, or proceedings pending where indemnification would be required
under these provisions, and the Company does not know of any such threatened
claims, actions, suits, or proceedings which may result in a request for such
indemnification.
The Company has entered into indemnification contracts with each of its
directors and executive officers. These contracts generally: (i) confirm the
existing indemnity provided to them under the Company's Code of Regulations and
assure that this indemnity will continue to be provided; (ii) provide that if
the Company does not maintain directors' and officers' liability insurance, the
Company will, in effect, become a self-insurer of the coverage; and (iii)
provide that, in addition, the directors and officers shall be indemnified to
the fullest extent permitted by law against all expenses (including legal fees),
judgments, fines, and settlement amounts incurred by them in any action or
proceeding on account of their service as a director, officer, employee, or
agent of the Company, or at the request of the Company as a director, officer,
employee, trustee, fiduciary, manager, member or agent of another corporation,
partnership, trust, limited liability company, employee benefit plan or other
enterprise and; (iv) provide for the mandatory advancement of expenses to the
executive officer or director in connection with the defense of any proceedings,
provided that the executive officer or director agrees to reimburse the Company
for that advancement if it is ultimately determined that the executive officer
or director is not entitled to the indemnification for that proceeding under the
agreement. Coverage under the contracts is excluded: (A) on account of conduct
which is finally adjudged to be knowingly fraudulent, deliberately dishonest, or
willful misconduct; or (B) if a final court of adjudication shall determine that
such indemnification is not lawful; or (C) in respect of any suit in which
judgment is rendered for violations of Section 16(b) of the Exchange Act, as
amended, or provisions of any federal, state, or local statutory law; or (D) on
account of any remuneration paid which is finally adjudged to have been in
violation of law; or (E) on account of conduct occurring prior to the time the
executive officer or director became an officer, director, employee or agent of
the Company or its subsidiaries (but in no event earlier than the time such
entity became a subsidiary of the Company); or (F) with respect to proceedings
initiated or brought voluntarily by the executive officer or director and not by
way of defense, except for proceedings brought to enforce rights under the
indemnification contract.
The Company maintains a directors' and officers' insurance policy which
insures the officers and directors of the Company from any claim arising out of
an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Company.
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
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5 Opinion of Amy B. Haynes as to legality of the Common
Shares being registered
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of PricewaterhouseCoopers LLP
23(d) Consent of Arthur Andersen LLP
23(e) Consent of Amy B. Haynes (included in Opinion filed
as Exhibit 5 hereto)
24 Power of Attorney (included in the signature page to
this Registration Statement)
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99(a) Bindley Western Industries, Inc. Outside Director
Stock Option Plan
99(b) Bindley Western Industries, Inc. 1987 Stock option
and Incentive Plan
99(c) Bindley Western Industries, Inc. 1993 Stock Option
and Incentive Plan
99(d) Central Pharmacy Services, Inc. 1993 Stock Option
Plan
99(e) Bindley Western Industries, Inc. 1998 Non-Qualified
Stock Option Plan
99(f) Bindley Western Industries, Inc. 2000 Stock Option
and Incentive Plan
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the
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payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
[Signatures on Following Page]
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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 Dublin, State of Ohio, on the 21st day of February,
2001.
CARDINAL HEALTH, INC.
By: /s/ Robert D. Walter
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Robert D. Walter, Chairman and
Chief Executive Officer
Each of the undersigned officers and directors of Cardinal Health,
Inc., an Ohio corporation (the "Company"), which proposes to file with the
Securities and Exchange Commission a Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, hereby constitutes and appoints Robert
D. Walter, Steven Alan Bennett, and Brendan A. Ford and each of them, severally,
as his/her attorney-in-fact and agent, with full power of substitution and
resubstitution, in his/her name and on his/her behalf, to sign in any and all
capacities such Registration Statement and any and all amendments (including
pre- or post-effective amendments) and exhibits thereto, and any and all
applications and other documents relating thereto, with full power and authority
to perform and do any and all acts and things whatsoever which any such attorney
or substitute may deem necessary or advisable to be performed or done in
connection with any or all of the above-described matters, as fully as each of
the undersigned could do if personally present and acting, hereby ratifying and
approving all acts of any such attorney or substitute. This Power of Attorney
has been signed in the respective capacities and on the respective dates
indicated below.
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 21st day of February, 2001.
Signature Title
/s/ Robert D. Walter Chairman, Chief Executive
-------------------------------- Officer and Director
Robert D. Walter (principal executive officer)
/s/ Richard J. Miller Executive Vice President, Chief
-------------------------------- Financial Officer & Principal
Richard J. Miller Accounting Officer (principal
financial officer and principal
accounting officer)
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/s/ William E. Bindley
--------------------------------- Director
William E. Bindley
/s/ Dave Bing
-------------------------------- Director
Dave Bing
/s/ George H. Conrades
-------------------------------- Director
George H. Conrades
/s/ John F. Finn
-------------------------------- Director
John F. Finn
/s/ Robert L. Gerbig
-------------------------------- Director
Robert L. Gerbig
/s/ John F. Havens
-------------------------------- Director
John F. Havens
/s/ Regina E. Herzlinger Director
--------------------------------
Regina E. Herzlinger
--------------------------------- Director
John C. Kane
/s/ J. Michael Losh
--------------------------------- Director
J. Michael Losh
/s/ John B. McCoy
--------------------------------- Director
John B. McCoy
/s/ Richard C. Notebaert
--------------------------------- Director
Richard C. Notebaert
/s/ Michael D. O'Halleran
--------------------------------- Director
Michael D. O'Halleran
/s/ Melburn G. Whitmire
--------------------------------- Director
Melburn G. Whitmire
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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5 Opinion of Amy B. Haynes as to legality of the Common
Shares being registered
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of PricewaterhouseCoopers LLP
23(d) Consent of Arthur Andersen LLP
23(e) Consent of Amy B. Haynes (included in Opinion filed
as Exhibit 5 hereto)
24 Power of Attorney (included in the signature page to
this Registration Statement)
99(a) Bindley Western Industries, Inc. Outside Director
Stock Option Plan
99(b) Bindley Western Industries, Inc. 1987 Stock option
and Incentive Plan
99(c) Bindley Western Industries, Inc. 1993 Stock Option
and Incentive Plan
99(d) Central Pharmacy Services, Inc. 1993 Stock Option
Plan
99(e) Bindley Western Industries, Inc. 1998 Non-Qualified
Stock Option Plan
99(f) Bindley Western Industries, Inc. 2000 Stock Option
and Incentive Plan
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