As filed with the Securities and Exchange Commission on August 3, 2023
Registration No. 333-
UNITED STATES
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 | | 94-3207296 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
6555 State Hwy 161
Irving, TX 75039
(Address, Including Zip Code, of Principal Executive Offices)
McKESSON CORPORATION DEFERRED COMPENSATION ADMINISTRATION PLAN III
MCKESSON CORPORATION SUPPLEMENTAL RETIREMENT SAVINGS PLAN
(Full Title of Plan)
Lori A. Schechter
Executive Vice President, Chief Legal Officer and General Counsel
McKesson Corporation
6555 State Hwy 161
Irving, TX 75039
(972) 446-4800
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Scott Lesmes
Morrison & Foerster LLP
2100 L Street NW, Suite 900
Washington, D.C. 20037
(202) 887-1500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement is being filed by McKesson Corporation (the “Registrant” or “Company”) in accordance with General Instruction E to Form S-8 to register an additional $60,000,000 of deferred compensation obligations issuable under the McKesson Corporation Deferred Compensation Administration Plan III, as amended and restated effective July 30, 2019 (the “DCAP III”) and an additional $30,000,000 of deferred compensation obligations issuable under the McKesson Corporation Supplemental Retirement Savings Plan, as amended and restated effective July 30, 2019 (the “SRSP”).
The contents of the Company’s Registration Statement on Form S-8 (No. 333-181119) filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2012 and the Registration Statement on Form S-8 (No. 333-213488) filed with the Commission on September 2, 2016, each relating to the DCAP III, as well as the Company’s Registration Statement on Form S-8 (No. 333-249817) filed with the Commission on November 3, 2020 relating to the SRSP, are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents previously filed or to be filed by the Registrant with the Commission are incorporated herein by reference in this Registration Statement:
(a)The Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 filed with the Commission on May 9, 2023, including the portions of the Registrant’s definitive proxy statement on Schedule 14A, filed with the Commission on June 9, 2023, specifically incorporated by reference in the Registrant’s Annual Report on Form 10-K; (b)The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 filed with the Commission on August 2, 2023; and
All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise indicated therein) after the date of this Registration Statement, but prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
Unless otherwise indicated below as being incorporated herein by reference to another filing with the Commission, each of the following exhibits is filed herewith:
| | | | | | | | |
Exhibit
Number | | Description of Document |
| 5.1 | | |
| 10.1 | | |
| 10.2 | | |
| 23.1 | | |
| 23.2 | | |
| 24.1 | | Power of Attorney (included on signature page of this Registration Statement). |
| 107 | | |
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 Irving, Texas on August 3, 2023.
| | | | | | | | |
| McKESSON CORPORATION |
| By: | | /s/ Lori A. Schechter |
| | Lori A. Schechter |
| | Executive Vice President, Chief Legal Officer and General Counsel |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lori A. Schechter and Saralisa Brau, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on August 3, 2023.
| | | | | | | | |
Signature | | Title |
| | |
| /s/ Brian S. Tyler | | Chief Executive Officer and Director |
| Brian S. Tyler | | (Principal Executive Officer) |
| | |
| /s/ Britt Vitalone | | Executive Vice President and Chief Financial Officer |
| Britt Vitalone | | (Principal Financial Officer) |
| | |
| /s/ Napoleon B. Rutledge Jr. | | Senior Vice President and Controller |
| Napoleon B. Rutledge Jr. | | (Principal Accounting Officer) |
| | |
| /s/ Richard H. Carmona | | Director |
| Richard H. Carmona, M.D. | | |
| | |
| /s/ Dominic J. Caruso | | Director |
| Dominic J. Caruso | | |
| | |
| /s/ W. Roy Dunbar | | Director |
| W. Roy Dunbar | | |
| | |
| /s/ James H. Hinton | | Director |
| James H. Hinton | | |
| | |
| /s/ Donald R. Knauss | | Director |
| Donald R. Knauss | | |
| | |
| /s/ Bradley E. Lerman | | Director |
| Bradley E. Lerman | | |
| | |
| /s/ Linda P. Mantia | | Director |
| Linda P. Mantia | | |
| | |
| /s/ Maria Martinez | | Director |
| Maria Martinez | | |
| | |
| /s/ Susan R. Salka | | Director |
| Susan R. Salka | | |
| | |
| /s/ Kathleen Wilson-Thompson | | Director |
| Kathleen Wilson-Thompson | | |
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
McKESSON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Other | Deferred Compensation Obligations (1) | Rule 457(o) | $60,000,000 (2) | $110.20 per $1,000,000 | $6,612 |
| Other | Deferred Compensation Obligations (3) | Rule 457(o) | $30,000,000 (4) | $110.20 per $1,000,000 | $3,306 |
| Total Offering Amounts | $90,000,000 | $110.20 per $1,000,000 | $9,918 |
| Total Fee Offsets | | | - |
| Net Fee Due | | | $9,918 |
(1) The Deferred Compensation Obligations are unsecured obligations of McKesson Corporation (the “Registrant”) to pay up to $60,000,000 of deferred compensation from time to time in the future, in accordance with the terms of the McKesson Corporation Deferred Compensation Administration Plan III, as amended and restated effective July 30, 2019 (the “DCAP III”).
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. The amount of deferred compensation obligations registered is based on an estimate of the amount of compensation participants may defer under the DCAP III.
(3) The Deferred Compensation Obligations are unsecured obligations of the Registrant to pay up to $30,000,000 of deferred compensation from time to time in the future, in accordance with the terms of the McKesson Corporation Supplemental Retirement Savings Plan, as amended and restated effective July 30, 2019 (the “SRSP”).
(4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. The amount of deferred compensation obligations registered is based on an estimate of the amount of compensation participants may defer under the SRSP.
August 3, 2023
McKesson Corporation
6555 State Hwy 161
Irving, TX 75039
Re: McKesson Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
I am Executive Vice President, Chief Legal Officer and General Counsel of McKesson Corporation, a Delaware corporation (the “Company”), and am issuing this opinion in connection with the Registration Statement on Form S-8 being filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”) for the purpose of registering with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), $60,000,000 and $30,000,000 of unsecured general obligations (“General Obligations”) of the Company to pay deferred compensation in the future in accordance with the McKesson Corporation Deferred Compensation Administration Plan III, as amended and restated effective July 30, 2019 (the “DCAP III”) and the McKesson Corporation Supplemental Retirement Savings Plan, as amended and restated effective July 30, 2019 (the “SRSP”), respectively.
In this connection, I have reviewed the Registration Statement, as proposed to be filed with the Commission. As Executive Vice President, Chief Legal Officer and General Counsel, I am familiar with the Restated Certificate of Incorporation of the Company, as amended, and the Restated By-Laws of the Company, as amended, each as currently in effect. I have also examined, or caused to be examined, originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such instruments, certificates of public officials, and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinion set forth herein.
In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies. In making my examination of documents executed or to be executed by parties other than the Company, I have assumed that such parties had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties and the validity and binding effect thereof. As to any facts material to the opinion expressed herein which I have not independently established or verified, I have relied upon statements and representations of other officers and representatives of the Company and others.
Based upon the foregoing, I am of the opinion that the General Obligations, when incurred in accordance with the terms of the DCAP III and/or SRSP, will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors’ rights or by general equity principles.
The foregoing opinion is limited to the General Corporation Law of the State of Delaware (the “DGCL”), and I am expressing no opinion as to the effect of the laws of any other jurisdiction. I am not admitted to practice in the State of Delaware; however, I am generally familiar with the DGCL as currently in effect and have made such inquiries as I consider necessary to render the opinion above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. I assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.
This opinion is furnished by me, as counsel to the Company, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and, except as provided in the immediately preceding paragraph, is not to be used, circulated or quoted for any other purpose or otherwise referred to or relied upon by any other person without the express written permission of the Company.
Very truly yours,
/s/ Lori A. Schechter
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 8, 2023, relating to the consolidated financial statements of McKesson Corporation and subsidiaries and the effectiveness of McKesson Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of McKesson Corporation for the year ended March 31, 2023.
/s/ Deloitte & Touche LLP
Dallas, Texas
August 3, 2023
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