As filed with the Securities and Exchange Commission on June 28, 2002
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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CARDINAL HEALTH, INC. PROFIT SHARING, RETIREMENT AND SAVINGS PLAN
FOR PRN EMPLOYEES
(Full title of the plan)
---------------
Paul S. Williams
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 aggregate offering Amount of
registered registered(1) per share(2) price(2) registration fee(2)
Common Shares without
par value 300,000 $62.30 $18,690,000 $1,748
(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 June 25,
2002, of the Registrant's Common Shares as reported on the New York
Stock Exchange Composite Tape.
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The information presented below represents selected consolidated
financial data including the pro forma impact on fiscal years 2001, 2000, and
1999 of the Company's adoption during the first quarter of fiscal 2002 of SFAS
142 "Goodwill and Other Intangible Assets". The historical financial data that
appears below is only a summary and should be read in conjunction with the
historical financial statements presented in the Company's Form 10-K for the
fiscal year ended June 30, 2001.
CARDINAL HEALTH, INC. AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
AT OR FOR THE FISCAL YEAR ENDED JUNE 30, (1)
-------------------------------------------------------------------------
1997 1998(2) 1999(2)(5) 2000(5) 2001(5)
------------- ------------- ------------- ------------- -------------
EARNINGS DATA:
Revenue:
Operating revenue $ 18,123.2 $ 20,844.8 $ 25,682.5 $ 30,257.8 $ 38,660.1
Bulk deliveries to
customer warehouses 5,659.3 7,541.1 7,050.4 8,092.1 9,287.5
------------- ------------- ------------- ------------- -------------
Total revenue $ 23,782.5 $ 28,385.9 $ 32,732.9 $ 38,349.9 $ 47,947.6
Net earnings $ 369.0 $ 474.3 $ 499.3 $ 717.8 $ 857.4
Earnings per Common Share (3)
Basic $ 0.87 $ 1.10 $ 1.14 $ 1.64 $ 1.93
Diluted $ 0.85 $ 1.07 $ 1.12 $ 1.60 $ 1.88
Cash dividends declared
per Common Share (3) (4) $ 0.042 $ 0.049 $ 0.067 $ 0.070 $ 0.085
BALANCE SHEET DATA:
Total assets $ 7,578.1 $ 8,876.8 $ 9,682.7 $ 12,024.1 $ 14,642.4
Long-term obligations,
less current portion $ 1,420.7 $ 1,362.2 $ 1,224.5 $ 1,524.5 $ 1,871.0
Shareholders' equity $ 2,940.0 $ 3,389.9 $ 3,894.6 $ 4,400.4 $ 5,437.1
(1) Amounts reflect business combinations and the impact of merger-related
costs and other special charges in all periods presented. See Note 2 of
"Notes to Consolidated Financial Statements" incorporated by reference to
the Company's 10-K for the fiscal year ended June 30, 2001 for a further
discussion of merger-related costs and other special charges affecting
fiscal 2001, 2000 and 1999. Fiscal 1998 amounts reflect the impact of
merger-related charges and other special charges of $57.8 million ($19.5
million, net of tax). Fiscal 1997 amounts reflect the impact of
merger-related charges of $50.9 million ($36.6 million, net of tax).
(2) Amounts above do not reflect the impact of pro forma adjustments related to
Automatic Liquid Packaging, Inc. ("ALP") taxes (see Notes 1 and 2 of "Notes
to Consolidated Financial Statements" incorporated by reference to the
Company's 10-K for the fiscal year ended June 30, 2001). For the fiscal
years ended June 30, 1999 and 1998, the pro forma adjustment for ALP taxes
would have reduced net earnings by $9.3 million and $4.6 million,
respectively. The pro forma adjustment would have decreased diluted
earnings per Common Share by $0.02 to $1.10 for fiscal year 1999 and by
$0.01 to $1.06 for fiscal year 1998.
(3) Net earnings and cash dividends per Common Share have been adjusted to
retroactively reflect all stock dividends and stock splits through June
30, 2001.
(4) Cash dividends per Common Share exclude dividends paid by all entities with
which Cardinal has merged.
(5) In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
142 "Goodwill and Other Intangible Assets" which revises the accounting for
purchased goodwill and other intangible assets. SFAS 142 is effective for
fiscal years beginning after December 15, 2001, with earlier adoption
permitted. The Company elected to adopt SFAS 142 beginning with the first
quarter of fiscal 2002. Under SFAS 142, purchased goodwill and intangible
assets with indefinite lives are no longer amortized, but instead tested
for impairment at least annually. Accordingly, the Company has ceased
amortization of all goodwill and intangible assets with indefinite lives as
of July 1, 2001. Intangible assets with finite lives, primarily patents and
trademarks, will continue to be amortized over their useful lives.
SFAS 142 requires a two step impairment test for goodwill. The first step
is to compare the carrying amount of the reporting unit's assets to the
fair value of the reporting unit. If the carrying amount exceeds the fair
value then the second step is required to be completed, which involves the
fair value of the reporting unit being allocated to each asset and
liability with the excess being implied goodwill. The impairment loss is
the amount by which the recorded goodwill exceeds the implied goodwill. The
Company was required to complete a "transitional" impairment test for
goodwill as of the beginning of the fiscal year in which the statement is
adopted. This transitional impairment test required that the Company
complete step one of the goodwill impairment test within six months from
the date of initial adoption, or December 31, 2001. The Company completed
the transitional impairment test and did not incur any impairment charges.
The following table displays the Company's net earnings and per share
amounts for fiscal years 2001, 2000 and 1999 as adjusted for amortization
of intangible assets and goodwill.
FOR THE FISCAL YEAR ENDED JUNE 30,
-----------------------------------
(in millions, except per share amounts) 1999 2000 2001
---------- ---------- -----------
Net Earnings $ 533.3 $ 755.4 $ 902.0
Basic Earnings per share $ 1.23 $ 1.72 $ 2.03
Diluted Earnings per share $ 1.20 $ 1.68 $ 1.98
The documents listed in (a) through (g) 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, 2001 filed with the Securities and Exchange Commission (the
"Commission") on August 24, 2001 ("Form 10-K");
(b) The information contained in the Company's Proxy Statement dated
September 14, 2001 for its Annual Meeting of Shareholders held on November 7,
2001 which 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, 2001, filed with the Commission on November 14, 2001;
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2001, filed with the Commission on February 13, 2002;
(e) The Company's Current Reports on Form 8-K filed with the Commission
on March 13, 2002 and May 9, 2002;
(f) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002 filed with the Commission on May 8, 2002; and
(g) 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.
On May 8, 2002, the Company announced that we had appointed Ernst &
Young LLP to replace Arthur Andersen LLP ("Andersen") as our independent public
accountants. Our consolidated balance sheets as of June 30, 2001 and 2000, and
the related consolidated statements of earnings, shareholders' equity and cash
flows for each of the two years in the period ended June 30, 2001 incorporated
by reference in this registration statement have been audited by Andersen, as
stated in their report dated July 27, 2001, which is incorporated by reference
herein. The consolidated statements of income, comprehensive income, cash flows
and shareholders' equity for the year ended June 30, 1999 of R.P. Scherer
Corporation (a Delaware corporation and a wholly-owned subsidiary of Cardinal
Health, Inc.) and subsidiaries were also audited by Andersen, as stated in their
report dated August 9, 1999, which is incorporated by reference herein. After
reasonable efforts, we have been unable to obtain Andersen's consent to the
incorporation by reference into this registration statement of its report with
respect to the financial statements. Under these circumstances, Rule 437a under
the Securities Act of 1933 permits us to file this registration statement
without a written consent from Andersen. The absence of such consent may limit
recovery by investors on certain claims. In particular, and without limitation,
investors may not be able to assert claims against Andersen under Section 11 of
the Securities Act. In addition, the ability of
1
Andersen to satisfy any claims (including claims arising from Andersen's
provision of auditing and other services to us) may be limited as a practical
matter due to recent events regarding Andersen.
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, Securities and
Corporate Governance of the Company. Ms. Haynes holds vested and unvested
options to purchase 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 Cardinal's Regulations contains certain indemnification
provisions adopted pursuant to authority contained in Section 1701.13(E) of the
Ohio Law. Cardinal's Regulations provide 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 Cardinal or the shareholders of Cardinal or
otherwise as provided in Section 1701.13(E) of the Ohio Law, 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 Cardinal; (b) in any action, suit, or proceeding by or
in the right of Cardinal, they were not, and have not been adjudicated to have
been, negligent or guilty of misconduct in the performance of their duties to
Cardinal; and (c) with respect to any criminal action or proceeding, 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 Cardinal does not know of any such threatened
claims, actions, suits, or proceedings which may result in a request for such
indemnification.
Cardinal 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 Cardinal's Regulations and assure that
this indemnity will continue to be provided; (ii) provide that if Cardinal does
not maintain directors' and officers' liability insurance, Cardinal will, in
effect, become a self-insurer of the coverage; (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 Cardinal, or at the
request of Cardinal 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 Cardinal 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 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
2
conduct occurring prior to the time the executive officer or director became an
officer, director, employee or agent of Cardinal or its subsidiaries (but in no
event earlier than the time such entity became a subsidiary of Cardinal); 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. Cardinal maintains a
directors' and officers' insurance policy which insures the officers and
directors of Cardinal from certain claims arising out of an alleged wrongful act
by such persons in their respective capacities as officers and directors of
Cardinal.
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
-------------- ----------------------
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 (4)
4(d) Cardinal Health, Inc. Profit Sharing, Retirement and Savings
Plan for PRN Employees
5 Opinion of Amy B. Haynes as to legality of the Common Shares
being registered
23(a) The Company was unable to obtain the written consent of Arthur
Andersen LLP to incorporate by reference its report dated July
27, 2001. See Item 3.
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of Pricewaterhouse Coopers LLP
23(d) Consent of Pricewaterhouse Coopers LLP
23(e) The Company was unable to obtain the written consent of Arthur
Andersen LLP to incorporate by reference its report dated
August 9, 1999. See Item 3.
23(f) 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 Annual Report on Form 10-K (File No.
1-11373) filed on August 24, 2001 and incorporated herein by reference.
(2) Included as an exhibit to the Company's Current Report on Form 8-K (File No.
1-11373) 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.
(4) Included as an exhibit to the Company's Quarterly Report on Form 10-Q (File
No. 1-11373) filed on November 14, 2001 and incorporated herein by reference.
3
The Company hereby undertakes that the Cardinal Health, Inc. Profit
Sharing, Retirement and Savings Plan for PRN Employees ("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 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.
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
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 28th day of June 2002.
CARDINAL HEALTH, INC.
By: /s/ Robert D. Walter
---------------------------
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, Paul S. Williams, and Richard J. Miller 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 28th day of June 2002.
Signature Title
--------- -----
/s/ Robert D. Walter Chairman, Chief Executive Officer
-------------------------------- and Director (principal executive officer)
Robert D. Walter
/s/ Richard J. Miller Executive Vice President, Chief
-------------------------------- Financial Officer & Principal Accounting
Richard J. Miller Officer (principal financial officer and
principal accounting officer)
5
/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/ 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/ David W. Raisbeck Director
--------------------------------
David W. Raisbeck
/s/ Jean G. Spaulding Director
--------------------------------
Jean G. Spaulding
/s/ Matthew D. Walter Director
--------------------------------
Matthew D. Walter
/s/ Melburn G. Whitmire Director
--------------------------------
Melburn G. Whitmire
6
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 Dublin, State of
Ohio, on the 28th day of June 2002.
CARDINAL HEALTH, INC. PROFIT
SHARING, RETIREMENT AND SAVINGS
PLAN FOR PRN EMPLOYEES
By: /s/ Paul S. Williams
-------------------------------
Print Name: Paul S. Williams
Plan Committee Member
7
EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- ----------------------
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 (4)
4(d) Cardinal Health, Inc. Profit Sharing, Retirement and Savings
Plan for PRN Employees
5 Opinion of Amy B. Haynes as to legality of the Common Shares
being registered
23(a) The Company was unable to obtain the written consent of Arthur
Andersen LLP to incorporate by reference its report dated July
27, 2001. See Item 3.
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of Pricewaterhouse Coopers LLP
23(d) Consent of Pricewaterhouse Coopers LLP
23(e) The Company was unable to obtain the written consent of Arthur
Andersen LLP to incorporate by reference its report dated
August 9, 1999. See Item 3.
23(f) 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 Annual Report on Form 10-K (File No.
1-11373) filed on August 24, 2001 and incorporated herein by reference.
(2) Included as an exhibit to the Company's Current Report on Form 8-K (File No.
1-11373) 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.
(4) Included as an exhibit to the Company's Quarterly Report on Form 10-Q (File
No. 1-11373) filed on November 14, 2001 and incorporated herein by reference.
E-1