UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 27, 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 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
Cardinal Health, Inc. (the "Company") recently announced the initiation
of a formal program to review aspects of its current operating structure and
future strategic directions regarding certain corporate initiatives, including
utilization of shared services and strategic sourcing initiatives. The overall
goal of this review is to achieve cost savings in the fiscal year ending June
30, 2005 ("fiscal 2005") and position the Company for growth in the future. In
conjunction with this review, the Company will incur costs to restructure or
exit certain business activities. It is expected that these costs will be
incurred in each of the Company's business segments. These costs will include
one-time termination benefits, asset impairments and various costs to exit or
move facilities. Due to the early stage of evaluation of the various initiatives
to be undertaken as part of this restructuring, the Company is unable to provide
a reasonable estimate of the range of expenses it expects to incur in total or
by category.
On September 27, 2004, the first phase of this project was approved by
the Company's management. The costs consist of one-time termination and other
related benefits to be paid to employees within the Company's Pharmaceutical
Technologies and Services segment associated with the elimination of certain
positions. The total cost of this activity is estimated to be approximately
$19.0 million and is expected to be incurred primarily in the first and second
quarters of fiscal 2005.
ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE
BENEFITS PLANS
On September 28, 2004, the Company sent a notice to directors and
executive officers of the Company informing them that a blackout period with
respect to certain of the Company's employee benefit plans will be in effect
beginning on September 27, 2004 and is expected to continue until such time as
the Company has filed its Form 10-K. The Company's goal is to file its Form 10-K
by late October 2004. The Company provided the notice to its directors and
executive officers in accordance with Section 306(a) of the Sarbanes-Oxley Act
of 2002 and Rule 104 of Regulation BTR. The Company also has advised
participants in the plans of the blackout period. The Human Resources and
Compensation Committee of the Company's Board of Directors determined that the
Company was unable to give advance notice of the blackout period to the
directors and executive officers due to circumstances that were beyond the
Company's reasonable control.
A copy of the notice is attached hereto as Exhibit 99.01 and is
incorporated herein by reference. During the blackout period referenced in the
notice, and for two years after the ending date of the blackout period, security
holders and other interested persons may obtain, without charge, the actual
beginning and ending dates of the blackout period by contacting the individuals
identified in the notice.
ITEM 7.01 REGULATION FD DISCLOSURE
On September 27, 2004, the Company issued the press release attached
hereto as Exhibit 99.02, which is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.01 Notice of Blackout Period to Directors and Executive Officers
of the Company.
99.02 Press release issued by the Company on September 27, 2004.
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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 28, 2004 By: /s/ Paul S. Williams
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Name: Paul S. Williams
Title: Executive Vice President,
Chief Legal Officer
and Secretary
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EXHIBIT INDEX
99.01 Notice of Blackout Period to Directors and Executive Officers
of the Company.
99.02 Press release issued by the Company on September 27, 2004.
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