-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eb3JG23WzLW8eNjsPmEQOBcCjbmYFmLpgNkAdJx/UQjKDwMHcYXloelsqxLSSLYg zFB8kInabV0fXBvq93gxWw== 0000911916-99-000110.txt : 19990818 0000911916-99-000110.hdr.sgml : 19990818 ACCESSION NUMBER: 0000911916-99-000110 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990817 EFFECTIVENESS DATE: 19990817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BINDLEY WESTERN INDUSTRIES INC CENTRAL INDEX KEY: 0000722808 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 840601662 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-85379 FILM NUMBER: 99694470 BUSINESS ADDRESS: STREET 1: 8909 PURDUE ROAD CITY: INDIANAPOLIS STATE: IN ZIP: 46268 BUSINESS PHONE: 3177044000 MAIL ADDRESS: STREET 1: 8909 PURDUE ROAD CITY: INDIANAPOLIS STATE: IN ZIP: 46268 S-8 1 As filed with the Securities and Exchange Commission on August 17, 1999 Registration No. 333-____ ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________ BINDLEY WESTERN INDUSTRIES, INC. (Exact name of registrant as specified in its charter) INDIANA 84-0601662 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 8909 PURDUE ROAD INDIANAPOLIS, INDIANA 46268 (Address of Principal Executive Offices) (Zip Code) BINDLEY WESTERN INDUSTRIES, INC. 1998 NON-QUALIFIED STOCK OPTION PLAN (Full title of the plan) MICHAEL D. MCCORMICK 8909 PURDUE ROAD, INDIANAPOLIS, INDIANA 46268 (Name and address of agent for service) (317) 704-4000 (Telephone number, including area code, of agent for service) COPY TO: JAMES A. ASCHLEMAN BAKER & DANIELS 300 NORTH MERIDIAN STREET, SUITE 2700 INDIANAPOLIS, INDIANA 46204 (317) 237-0300 CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED MAXIMUM OFFERING PROPOSED AMOUNT OF SECURITIES TO BE PRICE PER SHARE (2) MAXIMUM REGISTRATION TO BE REGISTERED AGGREGATE FEE REGISTERED (1) OFFERING PRICE (2) Common 600,000 $18.5938 (3) $11,156,280 $3,101.45 Stock, (3) (3) $0.01 par value
(1)Pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities Act"), this Registration Statement also registers additional shares of Common Stock as may be offered or issued to prevent dilution resulting from stock splits, stock dividends and similar transactions. In addition, pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is required to register such additional shares of Common Stock. (2)It is impracticable to state the maximum offering price. Shares offered pursuant to nonqualified stock options granted under the Plan may be offered at any price. (3)Estimated solely for purposes of calculating the registration fee and computed in accordance with Rule 457(c) and (h) under the Securities Act using the average of the high and low sale prices of the Common Stock as reported by the NYSE on August 13, 1999, which was $18.5938 per share. The Registrant's Registration Statement on Form S-8 (Registration No. 333- 75577) is incorporated herein by reference. 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 Indianapolis, State of Indiana, on August 13, 1999. BINDLEY WESTERN INDUSTRIES, INC. By: /S/ WILLIAM E. BINDLEY William E. Bindley Chairman, President and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in their respective capacities and on the respective dates indicated opposite their names. Each person whose signature appears below hereby authorizes each of William E. Bindley, Michael D. McCormick and Thomas J. Salentine, each with full power of substitution, to execute in the name and on behalf of such person any post-effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the Registrant deems appropriate, and appoints each of William E. Bindley, Michael D. McCormick and Thomas J. Salentine, each with full power of substitution, attorney-in-fact to sign any amendment and any post-effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith. SIGNATURE TITLE DATE /S/ WILLIAM E. BINDLEY Chairman, President, Chief William E. Bindley Executive Officer and Director (Principal Executive Officer) August 13, 1999 /S/ WILLIAM F. BINDLEY, II William F. Bindley, II Director August 13, 1999 /S/ KEITH W. BURKS Executive Vice President August 13, 1999 Keith W. Burks and Director /S/ SETH B. HARRIS Director August 13, 1999 Seth B. Harris /S/ ROBERT L. KOCH, II Director August 13, 1999 Robert L. Koch, II /S/ MICHAEL D. MCCORMICK Executive Vice President, Michael D. McCormick General Counsel, Secretary and Director August 13, 1999 /S/ J. TIMOTHY MCGINLEY Director August 13, 1999 J. Timothy McGinley /S/ JAMES K. RISK, III Director August 13, 1999 James K. Risk, III /S/ THOMAS J. SALENTINE Executive Vice President, Thomas J. Salentine Chief Financial Officer and Director (Principal Accounting and Financial Officer) August 13, 1999 /S/ K. CLAY SMITH Director August 13, 1999 K. Clay Smith /S/ CAROLYN Y. WOO Director August 13, 1999 Carolyn Y. Woo INDEX TO EXHIBITS
DESCRIPTION OF EXHIBIT Exhibit NO. 4.1 (i) Amended and Restated Articles of Incorporation of the Registrant. (The copy of this Exhibit filed as Exhibit 3-A(i) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1987 is incorporated herein by reference.) (ii) Amendment to Restated Articles of Incorporation increasing number of authorized shares. (The copy of this Exhibit filed as Exhibit 4(a)(ii) to the Registrant's Registration Statement on Form S-3 (Registration No. 33-45965) is incorporated herein by reference.) (iii) Amendment to Restated Articles of Incorporation establishing terms of Class A Preferred Stock. (The copy of this Exhibit filed as Exhibit 1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992 is incorporated herein by reference.) (iv) Amendment to Restated Articles of Incorporation increasing number of authorized shares. (The copy of this Exhibit filed as Exhibit 4.1(iv) to the Registrant's Registration Statement on Form S-8 (Registration No. 333-57975) is incorporated herein by reference.) 4.2 Restated By-Laws of the Registrant, as amended to date. (The copy of this Exhibit filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 (Registration No. 333-57975) is incorporated herein by reference.) 4.3 (i) 1998 Non-Qualified Stock Option Plan of Registrant, as amended to date. (The copy of this Exhibit filed as Exhibit 10-BB to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 is incorporated herein by reference.) (ii) Amendment to the Bindley Western Industries, Inc. 1998 Non- Qualified Stock Option Plan. 5 Opinion of Baker & Daniels, counsel for Registrant, as to the legality of the securities being registered. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Baker & Daniels (included in the Baker & Daniels Opinion filed as Exhibit 5). 24 Powers of Attorney (included on the Signature Page of the Registration Statement).
EX-4 2 EXHIBIT 4.3(II) AMENDMENT TO BINDLEY WESTERN INDUSTRIES, INC. 1998 NON-QUALIFIED STOCK OPTION PLAN WHEREAS, the Board of Directors of Bindley Western Industries, Inc. (the "Corporation") adopted the Bindley Western Industries, Inc. 1998 Non- Qualified Stock Option Plan (the "Plan") on December 11, 1998; and WHEREAS, the Plan was first amended by the Board of Directors of the Corporation in certain respects not requiring shareholder approval, effective as of March 25, 1999; and WHEREAS, the Corporation now desires to further amend the Plan. NOW, THEREFORE, the Plan is hereby amended as follows: 1. Section 5 of the Plan is hereby amended to read in its entirety as follows: 5. SHARES SUBJECT TO PLAN. Subject to adjustment by the operation of Section 9 hereof, the maximum number of Shares with respect to which Awards may be made under the Plan is 1,200,000 Shares, all of which are currently held by the Corporation as treasury shares. The number of Shares which may be granted under the Plan to any Participant during any calendar year of the Plan under Awards shall not exceed 50,000 Shares. The Shares with respect to which Awards may be made under the Plan may only be Shares held by the Corporation as treasury shares. The Corporation shall at all times hold that number of Shares as treasury shares as would be required to be delivered upon the exercise of all Options then outstanding under the Plan. With respect to any Option which terminates or is surrendered for cancellation, new Awards may be granted under the Plan with respect to the number of Shares as to which such termination or surrender has occurred. 2. Section 2 of the Plan is amended, in part, to read as follows: 2. DEFINITIONS. The following definitions are applicable to the Plan: "Participant" - means any employee of the Corporation or an Affiliate, other than an officer or director of the Corporation, who is selected by the Committee to receive an Award. 3. Section 4 of the Plan is hereby amended to read in its entirety as follows: 4. PARTICIPANTS. The Committee may select from time to time Participants in the Plan from those employees of the Corporation or its Affiliates who, in the opinion of the Committee, have the capacity for contributing in a substantial measure to the successful performance of the Corporation or its Affiliates; provided, however, that the Committee shall not select as a Participant any individual who is an officer or director of the Corporation at the time of such selection. 4. This Amendment to the Plan shall become effective upon its approval by the Board of Directors of the Corporation. APPROVED BY THE BOARD OF DIRECTORS OF BINDLEY WESTERN INDUSTRIES, INC. AS OF JULY 22, 1999. EX-5 3 EXHIBIT 5 BAKER & DANIELS 300 NORTH MERIDIAN STREET SUITE 2700 INDIANAPOLIS, INDIANA 46204 (317) 237-0300 August 16, 1999 Bindley Western Industries, Inc. 8909 Purdue Road Indianapolis, IN 46268 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Bindley Western Industries, Inc., an Indiana corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Company's Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933 (the "Act"), registering the offer and sale of up to 600,000 additional shares (the "Option Shares") of the Company's common stock, $0.01 par value (the "Common Stock"), pursuant to the Bindley Western Industries, Inc. 1998 Non-Qualified Stock Option Plan, as amended to date (the "Plan"). In so acting, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. Based on the foregoing, we are of the opinion that the Option Shares have been duly authorized and, when the Registration Statement shall have become effective and the Option Shares have been issued in accordance with the Plan, the Option Shares will be validly issued, fully paid and non- assessable. Our opinion expressed above is limited to the federal law of the United States and the law of the State of Indiana. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder. Very truly yours, /s/ BAKER & DANIELS EX-23 4 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 24, 1999 relating to the financial statements of Bindley Western Industries, Inc., which appears in Bindley Western Industries' Annual Report on Form 10-K for the year ended December 31, 1998. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP Indianapolis, Indiana August 16, 1999 -----END PRIVACY-ENHANCED MESSAGE-----