Edgar Filing: MCKESSON HBOC INC

As filed with the Securities and Exchange Commission on June 13, 2001
Registration No. 333-_____________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MCKESSON HBOC, INC.
(Exact name of registrant as specified in its charter)

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

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

MCKESSON HBOC, INC. 1999 STOCK OPTION AND RESTRICTED STOCK 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

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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
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Common Stock par value
$.01 per share 8,000,000 $34.20 $273,600,000 $68,400
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(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 8,000,000 shares by the average
of the high and low price of the stock on June 12, 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
Registration Statement of the Registration on Form S-8 relating to the same
employee benefit plan are effective.

The Registrant's Form S-8 Registration Statement filed with the
Securities and Exchange Commission on February 11, 2000 (File No. 333-30226) and
on June 23, 2000 (File No. 333-39954) 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) 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 Powers of Attorney pursuant to which certain officers and
directors of the Registrant signed this Registration Statement.

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 11th day
of June 2001.

McKESSON HBOC, INC.
(Registrant)

/s/ Ivan D. Meyerson
By: 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 1st day of June 2001.

Signature and Title
*John H. Hammergren, Chief Executive Officer and Director
(Principal Executive Officer)
*William R. Graber, Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
*Nigel A. Rees, Vice President and Controller
(Principal Accounting Officer)
*Tully M. Friedman, Director
*Gerald E. Mayo, Director
*James V. Napier, Director
*Carl E. Reichardt, Director
*Alan J. Seelenfreund
Chairman of the Board and Director
*Jane E. Shaw, Director

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

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