As filed with the Securities and Exchange Commission on January 6, 2003.
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------
Cardinal Health, Inc.
(Exact name of registrant as specified in its charter)
Ohio 31-0958666
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
7000 Cardinal Place, Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
---------------
SYNCOR INTERNATIONAL CORPORATION EMPLOYEES' SAVINGS AND STOCK OWNERSHIP PLAN,
AS AMENDED AND RESTATED
(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)
---------------
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price aggregate offering Amount of registration
registered registered(1)(2) per share(3) price(3) fee
Common Shares, without par
value 50,000 $60.87 $3,043,500 $281
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plans.
(2) Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(3) The registration fee has been calculated pursuant to Rule 457(c) and (h)
promulgated under the Securities Act based on the average of the high and
low sale prices on January 2, 2003, of the Registrant's Common Shares as
reported on the New York Stock Exchange Composite Tape.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (e) 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, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of the filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2002 filed with the Securities and Exchange Commission (the
"Commission") on September 30, 2002 (the "Form 10-K"), including the
information contained in the Company's Proxy Statement dated October
10, 2002 for its Annual Meeting of Shareholders held on November 6,
2002 that has been incorporated by reference in the Form 10-K;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2002 filed with the Commission on November 14,
2002;
(c) The Company's Current Reports on Form 8-K filed with the Commission
on October 22, 2002, November 6, 2002, December 13, 2002 and January
2, 2003;
(d) The Annual Report on Form 11-K of the Syncor International
Corporation Employees' Savings and Stock Ownership Plan, as Amended
and Restated, for the fiscal year ended December 31, 2001; and
(e) 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.
As previously disclosed in the Company's Form 8-K filed on May 9, 2002,
the Company dismissed Arthur Andersen LLP as its independent public accountants
and announced that the Company had appointed Ernst & Young LLP to replace Arthur
Andersen LLP as its independent public accountants. On July 3, 2002, Arthur
Andersen LLP publicly announced that it has commenced the closure of its
Columbus, Ohio office. Solely due to the closure of Arthur Andersen LLP's
Columbus office, after reasonable efforts, the Company has been unable to obtain
Arthur Andersen LLP's written consent to name Arthur Andersen LLP as experts or
to include Arthur Andersen LLP's reports on the Company's financial statements
which are incorporated by reference into this registration statement. Under
these circumstances, this registration statement is permitted to be filed
without a written consent from Arthur Andersen LLP in accordance with Rule 437a
of the Securities Act of 1933, as amended (the "Securities Act"). The absence of
this consent may limit recovery against Arthur Andersen LLP under Section 11 of
the Securities Act. In addition, as a practical matter, the ability of Arthur
Andersen LLP to satisfy any claims (including claims arising from Arthur
Andersen LLP's provision of auditing and other services to the Company and
Arthur Andersen LLP's other clients) may be limited due to the recent events
regarding Arthur Andersen LLP, including without limitation its conviction on
federal obstruction of justice charges arising from the federal government's
investigation of Enron Corp.
1
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Shares, without par value (the "Common
Shares"), of the Company offered hereby has been passed upon for the Company by
Amy H. Hunsaker, Assistant General Counsel, Securities and Corporate Governance,
of the Company. Ms. Hunsaker is paid a salary by the Company and she
participates in various employee benefit plans offered to its employees
generally. Ms. Hunsaker holds Common Shares of the Company, as well as 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 the Company's Restated Code of Regulations, as amended ("Code
of Regulations"), 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 interests 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.
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; (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 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 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
2
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 claims 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
-------------- ----------------------
4(a) Specimen Certificate for the Company's Common Shares (1)
4(b) Amended and Restated Articles of Incorporation of the Company, as amended (2) and (3)
4(c) Restated Code of Regulations of the Company, as amended (4)
4(d) Syncor International Corporation Employees' Savings and Stock Ownership Plan, as Amended and Restated
5 Opinion of Amy H. Hunsaker as to legality of the Common Shares being registered
23(a) Consent of Ernst & Young LLP
23(b) Solely due to the closure of Arthur Andersen LLP's Columbus, Ohio office, after reasonable efforts, the
Company was unable to obtain the written consent of Arthur Andersen LLP to incorporate by reference its
report dated July 21, 2001.
23(c) Consent of PricewaterhouseCoopers LLP
23(d) Consent of KPMG LLP
23(e) Consent of Amy H. Hunsaker (included in opinion filed as Exhibit 5 hereto)
24 Power of Attorney (included on signature page)
(1) Included as an exhibit to the Company's Annual report on Form 10-K for the
fiscal year ended June 30, 2001 (File No. 1-11373) and incorporated herein
by reference.
(2) Included as an exhibit to the Company's Current Report on Form 8-K filed
November 24, 1998 (File No. 1-11373) 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 for
the quarter ended September 30, 2001 (File No. 1-11373) and incorporated
herein by reference.
3
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; (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
THE REGISTRANT. 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 6th day of
January, 2003.
CARDINAL HEALTH, INC.
By: /s/ Robert D. Walter
---------------------------
Robert D. Walter, Chairman and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below 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 re-substitution, for him/her and in his/her name,
place, and stead, in any and all capacities, to sign and file any and all pre-
or post-effective amendments to this Registration Statement, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on January 6, 2003.
Signature Title
--------- -----
/s/ Robert D. Walter Chairman, Chief Executive
---------------------- Officer (principal executive officer)
Robert D. Walter and Director
/s/ Richard J. Miller Executive Vice President, Chief
---------------------------- Financial Officer and Principal
Richard J. Miller Accounting Officer (principal
financial officer and principal
accounting officer)
/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, M.D. Director
----------------------------
Jean G. Spaulding, M.D.
/s/ Matthew D. Walter Director
----------------------------
Matthew D. Walter
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
administrators of the Plan have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Woodland Hills, State of California, on the 3rd day of January, 2003.
SYNCOR INTERNATIONAL
CORPORATION EMPLOYEES' SAVINGS
AND STOCK OWNERSHIP PLAN,
AS AMENDED AND RESTATED
By: /s/ William P. Forster
-------------------------
Print Name: William P. Forster,
Plan Committee Member
EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- ----------------------
4(a) Specimen Certificate for the Company's Common Shares (1)
4(b) Amended and Restated Articles of Incorporation of the Company, as amended (2) and (3)
4(c) Restated Code of Regulations of the Company, as amended (4)
4(d) Syncor International Corporation Employees' Savings and Stock Ownership Plan, as Amended and Restated
5 Opinion of Amy H. Hunsaker as to legality of the Common Shares being registered
23(a) Consent of Ernst & Young LLP
23(b) Solely due to the closure of Arthur Andersen LLP's Columbus, Ohio office, after reasonable efforts, the
Company was unable to obtain the written consent of Arthur Andersen LLP to incorporate by reference its
report dated July 21, 2001.
23(c) Consent of PricewaterhouseCoopers LLP
23(d) Consent of KPMG LLP
23(e) Consent of Amy H. Hunsaker (included in opinion filed as Exhibit 5 hereto)
24 Power of Attorney (included on signature page)
--------------------
(1) Included as an exhibit to the Company's Annual report on Form 10-K for the
fiscal year ended June 30, 2001 (File No. 1-11373) and incorporated herein
by reference.
(2) Included as an exhibit to the Company's Current Report on Form 8-K filed
November 24, 1998 (File No. 1-11373) 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 for
the quarter ended September 30, 2001 (File No. 1-11373) and incorporated
herein by reference.