UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 1, 2004
CARDINAL HEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
OHIO
(State or Other Jurisdiction of Incorporation)
1-11373 31-0958666
(Commission File Number) (IRS Employer Identification Number)
7000 CARDINAL PLACE, DUBLIN, OHIO 43017
(Address of Principal Executive Offices, Including Zip Code)
(614) 757-5000
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
As previously disclosed, there are changes underway in Cardinal
Health's pharmaceutical distribution business that involve a move from inflation
based compensation to a business model where pharmaceutical distributors are
compensated on a fee-for-service basis. The Company has previously stated that
its objective is to convert the majority of its pharmaceutical distribution
volume to fee-for-service based compensation by June 30, 2005.
In connection with the conversion to the new business model, Cardinal
Health has sent letters to pharmaceutical manufacturers representing a
substantial majority of its pharmaceutical distribution volume, which letters
outlined a new Company policy. This new policy provides that the Company's
business arrangements with manufacturers will call for compensation based on
fair market value pricing reflecting the logistical, capital and administrative
characteristics of their individual product lines. The compensation will be
measurable and will not be contingent on inflation, but only on Cardinal
Health's satisfactory delivery of distribution services to the manufacturers.
This policy will have an effective date of April 1, 2005 (or the next
anniversary date of the Company's current agreement with the individual
manufacturer, depending on circumstances). Based on the current sequencing
schedule, the Company currently expects that it will be able to enter into
acceptable agreements with these manufacturers before the April 1st, 2005
effective date. However, in situations where the Company and the manufacturer
are unable to reach a mutually acceptable agreement, Cardinal Health has
informed the manufacturer that it will assist them in transitioning to another
method of distribution for its products.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Cardinal Health, Inc.
(Registrant)
Date: September 1, 2004 By: /s/ Paul S. Williams
---------------------
Name: Paul S. Williams
Title: Executive Vice President,
Chief Legal Officer
and Secretary
-2-