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As filed with the Securities and Exchange Commission on February 21, 2001
Registration No. 333-[______]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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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PROFIT SHARING PLAN OF BINDLEY WESTERN INDUSTRIES, INC. & SUBSIDIARIES
(Full title of the plan)
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Steven Alan Bennett
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
==========================================================================================================================
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering price Amount of registration
registered registered(1) share(2) (2) fee (2)
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Common Shares, without par
value 280,000 $100.06 $28,016,800 $7,005
==========================================================================================================================
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plan.
(2) The registration fee has been calculated pursuant to Rule 457(c) and
(h) promulgated under the Securities Act of 1933, as amended (the "1933
Act"), based on the average of the high and low sale prices on February
15, 2001, of the Registrant's Common Shares as reported on the New York
Stock Exchange.
In addition, pursuant to Rule 416(c) under the 1933 Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (f) below are incorporated by
reference in the 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, 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 Companies, 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
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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 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 Securities and
Exchange Act of 1934, 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.
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ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
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4(a) Specimen Certificate for the Registrant's Class A
Common Shares (1)
4(b) Amended and Restated Articles of Incorporation of
Registrant, as amended (2) and (3)
4(c) Restated Code of Regulations of Registrant, as
amended (2)
4(d) Profit Sharing Plan of Bindley Western Industries,
Inc. & Subsidiaries
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 Pricewaterhouse Coopers 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)
(1) Included as an exhibit to the Company's Registration Statement on Form
S-4 (No. 333-74761) and incorporated herein by reference.
(2) Included as an exhibit to the Company's Current Report on Form 8-K
filed on November 24, 1998 and incorporated herein by reference.
(3) Included as an exhibit to the Company's Registration Statement on Form
S-4 (No. 333-53394) incorporated herein by reference.
The Company hereby undertakes that the Profit Sharing Plan of Bindley
Western Industries, Inc. & Subsidiaries and any amendment thereto ("Plan") has
been or will be submitted to the Internal Revenue Service ("IRS") in a timely
manner and all changes required by the IRS in order to qualify the Plan will be
made.
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
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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 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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THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Plan
Committee has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Indianapolis,
State of Indiana, on the 20th day of February, 2001.
PROFIT SHARING PLAN
OF BINDLEY WESTERN
INDUSTRIES, INC. &
SUBSIDIARIES
By: /s/ Michael L. Shinn
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Print Name: Michael L. Shinn
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Plan Committee Member
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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4(a) Specimen Certificate for the Registrant's Class A
Common Shares (1)
4(b) Amended and Restated Articles of Incorporation of
Registrant, as amended (2) and (3)
4(c) Restated Code of Regulations of Registrant, as
amended (2)
4(d) Profit Sharing Plan of Bindley Western Industries,
Inc. & Subsidiaries
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 Pricewaterhouse Coopers 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)
(1) Included as an exhibit to the Company's Registration Statement on Form
S-4 (No. 333-7476) and incorporated herein by reference.
(2) Included as an exhibit to the Company's Current Report on Form 8-K
filed on November 24, 1998 and incorporated herein by reference.
(3) Included as an exhibit to the Company's Registration Statement on Form
S-4 (No. 333-53394) and incorporated herein by reference.