Edgar Filing: MCKESSON HBOC INC

As filed with the Securities and Exchange Commission on August 6, 2001
Registration No. 333-_____________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MCKESSON CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of 94-3207296
incorporation or organization) (I.R.S. Employer Identification No.)

One Post Street
San Francisco, California 94104
(Address of Principal Executive Offices) (Zip Code)

MCKESSON CORPORATION 1997 NON-EMPLOYEE DIRECTORS' EQUITY
COMPENSATION AND DEFERRAL PLAN
(Full Title of Plan)

Kristina Veaco Ivan D. Meyerson
Assistant General Counsel Senior Vice President,
and Assistant Secretary General Counsel and Corporate Secretary
One Post Street One Post Street
San Francisco, CA 94104 San Francisco, CA 94104
(Name and address of agents for service)

(415) 983-8300
(Telephone number, including area code, of agents for service)

The Registration Statement will become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

CALCULATION OF REGISTRATION FEE

------------------------------ ----------------------- ------------------------ ----------------------- ------------------------
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Registered Registered Offering Price Per Aggregate Offering Fee
Share(1) Price(1)
------------------------------ ----------------------- ------------------------ ----------------------- ------------------------
Common Stock par value $.01
per share 786,000 $38.18 $30,009,480 $7,502.37
------------------------------ ----------------------- ------------------------ ----------------------- ------------------------

(1) The price per share was calculated in accordance with Rule 457(c) and (h)
for purposes of calculating the registration fee. The maximum aggregate
offering price was computed by multiplying 786,000 shares by the average of
the high and low price of the stock on August 10, 2001 the Common Stock
prior to the occurrence of certain events.

Pursuant to Rule 416(a) this Registration Statement also covers such
undetermined number of additional shares of Common Stock as is necessary to
eliminate any dilutive effect of any future stock split or stock dividend. No
additional registration fee is required.

EXPLANATORY NOTE AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

The Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.

The Registrant's Form S-8 Registration Statements filed with the
Securities and Exchange Commission on August 1, 1997 (File Number 333-32645) and
on December 23, 1997 (File Number 333-43079) are hereby incorporated by
reference.

Incorporation of Certain Documents by Reference

The following documents previously filed or to be filed by the
Registrant with the Securities and Exchange Commission are hereby incorporated
by reference in this Registration Statement:

(a) Annual Report on Form 10-K for the fiscal year ended March 31,
2001.

(b) Quarterly Report on Form 10-Q for the quarter ended June 30,
2001.

(c) The description of Registrant's common stock contained in the
Registrant's Registration Statement on Form 10 (File No. 1-13252) and the Rights
Agreement dated as of October 21, 1994 and Amendment No. 1 thereto dated October
19, 1998 between the Registrant and First Chicago Trust Company of New York, as
Rights Agent, filed as Exhibits 4.1 and 4.2, respectively, to the Registrant's
Annual Report on Form 10-K for the fiscal year ended March, 31, 2001.

All documents subsequently filed by the Registrant pursuant to Sections
13 (a), 13 (c), 14 or 15 (d) of the Securities Exchange Act of 1934 shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents until a post-effective
amendment of this Registration Statement is filed which indicates that all
securities being offered hereby have been sold or which deregisters all
securities than remaining unsold.

PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit
No. Description
---------------------------------------------------------

4 Rights Agreement dated as of October 21, 1994 and Amendment No.
1 thereto dated October 19, 1998 between the Registrant and
First Chicago Trust Company of New York, as Rights Agent, filed
as Exhibits 4.1 and 4.2 respectively, to the Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
2001 and incorporated by reference herein.

5 Opinion of Ivan D. Meyerson, Senior Vice President, General
Counsel and Corporate Secretary of the Registrant regarding the
legality of the securities being offered.

23.1 Consent of Ivan D. Meyerson, Senior Vice President, General
Counsel and Corporate Secretary of the Registrant regarding the
legality of the securities being offered. (Included in Exhibit
5)

23.2 Consent of Deloitte & Touche LLP.

24.1 Powers of Attorney pursuant to which certain officers and
directors of the Registrant signed this Registration Statement.

24.2 Power of Attorney pursuant to which an officer of the
Registrant signed this Registration Statement.
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
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 San Francisco, State of California, on the 13th day
of August 2001.

McKesson Corporation
(Registrant)

By: /s/ IVAN D. MEYERSON
-----------------------------
Ivan D. Meyerson
Senior Vice President,
General Counsel and Secretary

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 13th day of August 2001.

Signature and Title

/s/ *
------------------------------------
Alan J. Seelenfreund
Chairman of the Board and Director

/s/ *
------------------------------------
John H. Hammergren
Chief Executive Officer and Director
(Principal Executive Officer)

/s/ *
------------------------------------
William R. Graber
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)

/s/ *
------------------------------------
Nigel A. Rees
Vice President and Controller
(Principal Accounting Officer)

/s/ *
------------------------------------
Alfred C. Eckert III
Director

/s/ *
------------------------------------
Tully M. Friedman
Director

/s/ *
------------------------------------
M. Christine Jacobs
Director

/s/ *
------------------------------------
Martin M. Koffel
Director

/s/ *
------------------------------------
Gerald E. Mayo
Director

/s/ *
------------------------------------
James V. Napier
Director

/s/ *
------------------------------------
Carl E. Reichardt
Director

/s/ *
------------------------------------
Jane E. Shaw
Director

*By: /s/ IVAN D. MEYERSON (Attorney-in-Fact)
---------------------------------------
Ivan D. Meyerson
5

EXHIBIT INDEX

Exhibit
No. Description
---------------------------------------------------------

5 Opinion of Ivan D. Meyerson, Senior Vice President, General
Counsel and Corporate Secretary of the Registrant regarding the
legality of the securities being offered.

23.1 Consent of Ivan D. Meyerson, Senior Vice President, General
Counsel and Corporate Secretary of the Registrant regarding the
legality of the securities being offered. (Included in Exhibit
5)

23.2 Consent of Deloitte & Touche LLP.

24.1 Powers of Attorney pursuant to which certain officers and
directors of the Registrant signed this Registration Statement.

24.2 Power of Attorney pursuant to which an officer of the
Registrant signed this Registration Statement.