As filed with the Securities and Exchange Commission on January 3, 2003.
Registration No. 333-100564
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
NO. 2
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933*
Cardinal Health, Inc.
(Exact name of registrant as specified in its charter)
Ohio 31-0958666
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
7000 Cardinal Place, Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
SYNCOR INTERNATIONAL CORPORATION 1990 MASTER STOCK INCENTIVE PLAN, AS AMENDED
AND RESTATED
NON-EMPLOYEE DIRECTOR 1995 STOCK INCENTIVE AWARD AGREEMENT BETWEEN SYNCOR
INTERNATIONAL CORPORATION AND GEORGE S. OKI, DATED JANUARY 24, 1995
NON-EMPLOYEE DIRECTOR 1995 STOCK INCENTIVE AWARD AGREEMENT BETWEEN SYNCOR
INTERNATIONAL CORPORATION AND ARNOLD SPANGLER, DATED JANUARY 24, 1995
NON-EMPLOYEE DIRECTOR 1995 STOCK INCENTIVE AWARD AGREEMENT BETWEEN SYNCOR
INTERNATIONAL CORPORATION AND STEVEN B. GERBER, DATED APRIL 29, 1996
NON-EMPLOYEE DIRECTOR 1995 STOCK INCENTIVE AWARD AGREEMENT BETWEEN SYNCOR
INTERNATIONAL CORPORATION AND GAIL R. WILENSKY, DATED APRIL 29, 1996
SYNCOR INTERNATIONAL CORPORATION NEW EMPLOYEE STOCK OPTION PLAN, AS AMENDED
SYNCOR INTERNATIONAL CORPORATION UNIVERSAL PERFORMANCE EQUITY PARTICIPATION
PLAN, AS AMENDED
SYNCOR INTERNATIONAL CORPORATION 1999 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AWARD AGREEMENT BETWEEN SYNCOR INTERNATIONAL
CORPORATION AND ROBERT G. FUNARI, DATED FEBRUARY 24, 1999
SYNCOR INTERNATIONAL CORPORATION 2000 MASTER STOCK INCENTIVE PLAN, AS AMENDED
(Full title of the plans)
Paul S. Williams
Executive Vice President, Chief Legal Officer and Secretary
Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
(Name and address of agent for service)
(614) 757-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate offering Amount of
be registered registered(1) per share price registration fee
Common Shares, without
par value 3,180,000 (2) (2) (2)
(1) Also includes an indeterminable number of additional shares that may become
issuable pursuant to the anti-dilution provisions of the Plans.
(2) Not applicable. All filing fees payable in connection with the registration
of the issuance of these securities were paid in connection with the filing
of (a) the preliminary proxy materials on Schedule 14A filed by Syncor
International Corporation on July 18, 2002 and (b) the Registrant's Form
S-4 Registration Statement (333-100564) on October 16, 2002.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described in Part II under
"Introductory Statement."
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT
Cardinal Health, Inc. (the "Company" or the "Registrant") hereby amends
its Registration Statement on Form S-4 (No. 333-100564) (the "Form S-4") by
filing this Post-Effective Amendment No. 2 on Form S-8 ("Amendment No. 2") with
respect to up to 3,180,000 of the Registrant's common shares, without par
value ("Common Shares"), issuable in connection with the following plans
(collectively, the "Plans") of Syncor International Corporation, a Delaware
corporation ("Syncor"):
(a) Syncor International Corporation 1990 Master Stock Incentive
Plan, as Amended and Restated;
(b) Syncor International Corporation New Employee Stock Option Plan,
as amended;
(c) Non-Employee Director 1995 Stock Incentive Award Agreement
between Syncor International Corporation and George S. Oki, dated
January 24, 1995;
(d) Non-Employee Director 1995 Stock Incentive Award Agreement
between Syncor International Corporation and Arnold Spangler,
dated January 24, 1995;
(e) Non-Employee Director 1995 Stock Incentive Award Agreement
between Syncor International Corporation and Steven B. Gerber,
dated April 29, 1996;
(f) Non-Employee Director 1995 Stock Incentive Award Agreement
between Syncor International Corporation and Gail R. Wilensky,
dated April 29, 1996;
(g) Syncor International Corporation Universal Performance Equity
Participation Plan, as amended;
(h) Syncor International Corporation 1999 Non-Employee Director Stock
Incentive Plan;
(i) Nonqualified Stock Option Award Agreement between Syncor
International Corporation and Robert G. Funari, dated February
24, 1999; and
(j) Syncor International Corporation 2000 Master Stock Incentive
Plan, as amended.
All such Common Shares were previously included in the Form S-4.
On January 1, 2003, Mudhen Merger Corp., a Delaware corporation and a
wholly owned subsidiary of the Registrant ("Mudhen"), was merged with and into
Syncor (the "Merger") pursuant to an Agreement and Plan of Merger, dated as of
June 14, 2002 (as amended by Amendment No. 1 to Agreement and Plan of Merger,
dated as of November 22, 2002, and Amendment No. 2 to Agreement and Plan of
Merger, dated as of December 3, 2002, the "Merger Agreement"), among the
Registrant, Mudhen and Syncor. Pursuant to the Merger Agreement, each
outstanding share of Syncor Common Stock was converted into 0.47 Common Shares
of the Registrant (the "Exchange Ratio"), and all outstanding options to
purchase Syncor Common Stock under the Plans (the "Syncor Options") were
converted into options to purchase Common Shares of the Registrant. Participants
in the Plans will receive upon exercise of Syncor Options in lieu of Syncor
Common Stock that number of Common Shares of the Registrant equal
1
to the number of shares of Syncor Common Stock issuable immediately prior to the
effective time of the Merger upon exercise of a Syncor Option multiplied by the
Exchange Ratio, with an exercise price for such option equal to the exercise
price that existed under the corresponding Syncor Option divided by the Exchange
Ratio.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (d) below are incorporated by
reference in this registration statement. All documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), subsequent to the date of the filing
of this registration statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of the filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2002 filed with the Securities and Exchange
Commission (the "Commission") on September 30, 2002 (the "Form
10-K"), including the information contained in the Company's
Proxy Statement dated October 10, 2002 for its Annual Meeting of
Shareholders held on November 6, 2002 that has been incorporated
by reference in the Form 10-K;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2002 filed with the Commission on
November 14, 2002;
(c) The Company's Current Reports on Form 8-K filed with the
Commission on October 22, 2002, November 6, 2002, December 13,
2002 and January 2, 2003; and
(d) The description of the Company's Common Shares contained in the
Company's Registration Statement on Form 8-A dated August 19,
1994, pursuant to Section 12 of the Exchange Act.
As previously disclosed in the Company's Form 8-K filed on May 9, 2002,
the Company dismissed Arthur Andersen LLP as its independent public accountants
and announced that the Company had appointed Ernst & Young LLP to replace Arthur
Andersen LLP as its independent public accountants. On July 3, 2002, Arthur
Andersen LLP publicly announced that it has commenced the closure of its
Columbus, Ohio office. Solely due to the closure of Arthur Andersen LLP's
Columbus office, after reasonable efforts, the Company has been unable to obtain
Arthur Andersen LLP's written consent to name Arthur Andersen LLP as experts or
to include Arthur Andersen LLP's reports on the Company's financial statements
which are incorporated by reference into this registration statement. Under
these circumstances, this registration statement is permitted to be filed
without a written consent from Arthur Andersen LLP in accordance with Rule 437a
of the Securities Act of 1933, as amended (the "Securities Act"). The absence of
this consent may limit recovery against Arthur Andersen LLP under Section 11 of
the Securities Act. In addition, as a practical matter, the ability of Arthur
Andersen LLP to satisfy any claims (including claims arising from Arthur
Andersen LLP's provision of auditing and other services to the Company and
Arthur Andersen LLP's other clients) may be limited due to the recent events
regarding Arthur Andersen LLP, including without limitation its conviction on
federal obstruction of justice charges arising from the federal government's
investigation of Enron Corp.
2
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Shares offered hereby has been passed upon
for the Company by Amy H. Hunsaker, Assistant General Counsel, Securities and
Corporate Governance, of the Company. Ms. Hunsaker is paid a salary by the
Company and she participates in various employee benefit plans offered to its
employees generally. Ms. Hunsaker holds Common Shares of the Company, as well as
vested and unvested options to purchase Common Shares of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations governing the indemnification of officers, directors and other
persons.
Article 6 of the Company's Restated Code of Regulations, as amended
("Code of Regulations"), contains certain indemnification provisions adopted
pursuant to authority contained in Section 1701.13(E) of the Ohio Revised Code.
The Company's Code of Regulations provides for the indemnification of its
officers, directors, employees, and agents against all expenses with respect to
any judgments, fines, and amounts paid in settlement, or with respect to any
threatened, pending, or completed action, suit, or proceeding to which they were
or are parties or are threatened to be made parties by reason of acting in such
capacities, provided that it is determined, either by a majority vote of a
quorum of disinterested directors of the Company or the shareholders of the
Company or otherwise as provided in Section 1701.13(E) of the Ohio Revised Code,
that (a) they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the Company; (b) in any action, suit,
or proceeding by or in the right of the Company, they were not, and have not
been adjudicated to have been, negligent or guilty of misconduct in the
performance of their duties to the Company; and (c) with respect to any criminal
action or proceeding, that they had no reasonable cause to believe that their
conduct was unlawful. Section 1701.13(E) provides that to the extent a director,
officer, employee, or agent has been successful on the merits or otherwise in
defense of any such action, suit, or proceeding, such individual shall be
indemnified against expenses reasonably incurred in connection therewith.
The Company has entered into indemnification contracts with each of its
directors and executive officers. These contracts generally: (i) confirm the
existing indemnity provided to them under the Company's Code of Regulations and
assure that this indemnity will continue to be provided; (ii) provide that if
the Company does not maintain directors' and officers' liability insurance, the
Company will, in effect, become a self-insurer of the coverage; (iii) provide
that, in addition, the directors and officers shall be indemnified to the
fullest extent permitted by law against all expenses (including legal fees),
judgments, fines, and settlement amounts incurred by them in any action or
proceeding on account of their service as a director, officer, employee, or
agent of the Company, or at the request of the Company as a director, officer,
employee, trustee, fiduciary, manager, member or agent of another corporation,
partnership, trust, limited liability company, employee benefit plan or other
enterprise; and (iv) provide for the mandatory advancement of expenses to the
executive officer or director in connection with the defense of any proceedings,
provided that the executive officer or director agrees to reimburse the Company
for that advancement if it is ultimately determined that the executive officer
or director is not entitled to indemnification for that proceeding under the
agreement. Coverage under the contracts is excluded: (A) on account of conduct
which is finally adjudged to be knowingly fraudulent, deliberately dishonest, or
willful misconduct; or (B) if a final court of adjudication shall determine that
such indemnification is not lawful; or (C) in respect of any suit in which
judgment is rendered for violations of Section 16(b) of the Exchange Act or
provisions of any federal, state, or local statutory law; or (D) on account of
any remuneration paid which is finally adjudged to have been in violation of
law; or (E) on account of conduct occurring prior to the time the executive
officer or director became an officer, director, employee or agent of the
Company or its subsidiaries (but in no event earlier than the time such
3
entity became a subsidiary of the Company); or (F) with respect to proceedings
initiated or brought voluntarily by the executive officer or director and not by
way of defense, except for proceedings brought to enforce rights under the
indemnification contract.
The Company maintains a directors' and officers' insurance policy which
insures the officers and directors of the Company from claims arising out of an
alleged wrongful act by such persons in their respective capacities as officers
and directors of the Company.
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
-------------- ----------------------
5 Opinion of Amy H. Hunsaker as to legality of the Common Shares being
registered
23(a) Consent of Ernst & Young LLP
23(b) Solely due to the closure of Arthur Andersen LLP's Columbus, Ohio office,
after reasonable efforts, the Company was unable to obtain the written
consent of Arthur Andersen LLP to incorporate by reference its report dated
July 21, 2001.
23(c) Consent of PricewaterhouseCoopers LLP
23(d) Consent of Amy H. Hunsaker (included in opinion filed as Exhibit 5 hereto)
24 Power of Attorney (1)
99(a) Syncor International Corporation 1990 Master Stock Incentive Plan, as
Amended and Restated (2), (3) and (4)
99(b) Non-Employee Director 1995 Stock Incentive Award Agreement between Syncor
International Corporation and George S. Oki, dated January 24, 1995 (5)
99(c) Non-Employee Director 1995 Stock Incentive Award Agreement between Syncor
International Corporation and Arnold Spangler, dated January 24, 1995 (5)
99(d) Non-Employee Director 1995 Stock Incentive Award Agreement between Syncor
International Corporation and Steven B. Gerber, dated April 29, 1996 (6)
99(e) Non-Employee Director 1995 Stock Incentive Award Agreement between Syncor
International Corporation and Gail R. Wilensky, dated April 29, 1996 (6)
99(f) Syncor International Corporation New Employee Stock Option Plan, as amended
(4), (7) and (8)
99(g) Syncor International Corporation Universal Performance Equity Participation
Plan, as amended (3), (4) and (9)
99(h) Syncor International Corporation 1999 Non-Employee Director Stock Incentive
Plan (10)
4
99(i) Nonqualified Stock Option Award Agreement between Syncor International
Corporation and Robert G. Funari dated February 24, 1999 (11)
99(j) Syncor International Corporation 2000 Master Stock Incentive Plan, as
amended (4), (12) and (13)
(1) Previously filed as an exhibit to the Form S-4 on October 16, 2002.
(2) Included as an exhibit to Syncor's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 (File No. 0-8640) and incorporated herein by
reference.
(3) Included as an exhibit to Syncor's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999 (File No. 0-8640) and incorporated herein by
reference.
(4) Included as an exhibit to Syncor's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002 (File No. 0-8640) and incorporated herein by
reference.
(5) Included as an exhibit to Syncor's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 0-8640) and incorporated herein by
reference.
(6) Included as an exhibit to Syncor's Registration Statement on Form S-8 dated
December 20, 1996 (File No. 333-18375) and incorporated herein by
reference.
(7) Included as an exhibit to Syncor's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 (File No. 0-8640) and incorporated herein
by reference.
(8) Included as an exhibit to Syncor's Annual Report on Form 10-K for the year
ended December 31, 2000 (File No. 0-8640) and incorporated herein by
reference.
(9) Included as an exhibit to Syncor's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998 (File No. 0-8640) and incorporated herein by
reference.
(10) Included as an exhibit to Syncor's Annual Report on Form 10-K for the year
ended December 31, 1999 (File No. 0-8640) and incorporated herein by
reference.
(11) Included as an exhibit to Syncor's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999 (File No. 0-8640) and incorporated herein by
reference.
(12) Included as an exhibit to Syncor's Proxy Statement on Schedule 14A dated
May 12, 2000 (File No. 0-8640) and incorporated herein by reference.
(13) Included as an exhibit to Syncor's Proxy Statement on Schedule 14A dated
May 14, 2001 (File No. 0-8640) and incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
5
in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
6
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 Amendment
No. 2 to the Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dublin, State of Ohio, on the 3rd day of
January, 2003.
CARDINAL HEALTH, INC.
By: /s/ Richard J. Miller
---------------------------------------
Richard J. Miller, Executive Vice
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the Form S-4 has been signed by the following persons in the
capacities indicated on the 3rd day of January, 2003.
Signature Title
--------- -----
* Chairman, Chief Executive
------------------------------------ Officer (principal executive officer) and
Robert D. Walter Director
/s/ Richard J. Miller Executive Vice President, Chief
------------------------------------ Financial Officer and Principal Accounting
Richard J. Miller Officer (principal financial officer and
principal accounting officer)
* Director
------------------------------------
William E. Bindley
* Director
------------------------------------
Dave Bing
* Director
------------------------------------
George H. Conrades
* Director
------------------------------------
John F. Finn
* Director
------------------------------------
Robert L. Gerbig
* Director
------------------------------------
John F. Havens
* Director
------------------------------------
J. Michael Losh
* Director
------------------------------------
John B. McCoy
* Director
------------------------------------
Richard C. Notebaert
* Director
------------------------------------
Michael D. O'Halleran
* Director
------------------------------------
David W. Raisbeck
* Director
------------------------------------
Jean G. Spaulding, M.D.
* Director
------------------------------------
Matthew D. Walter
*By: /s/ Paul S. Williams
--------------------------------
Paul S. Williams
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- ----------------------
5 Opinion of Amy H. Hunsaker as to legality of the Common Shares being
registered
23(a) Consent of Ernst & Young LLP
23(b) Solely due to the closure of Arthur Andersen LLP's Columbus, Ohio office,
after reasonable efforts, the Company was unable to obtain the written
consent of Arthur Andersen LLP to incorporate by reference its report dated
July 21, 2001.
23(c) Consent of PricewaterhouseCoopers LLP
23(d) Consent of Amy H. Hunsaker (included in opinion filed as Exhibit 5 hereto)
24 Power of Attorney (1)
99(a) Syncor International Corporation 1990 Master Stock Incentive Plan, as
Amended and Restated (2), (3) and (4)
99(b) Non-Employee Director 1995 Stock Incentive Award Agreement between Syncor
International Corporation and George S. Oki, dated January 24, 1995 (5)
99(c) Non-Employee Director 1995 Stock Incentive Award Agreement between Syncor
International Corporation and Arnold Spangler, dated January 24, 1995 (5)
99(d) Non-Employee Director 1995 Stock Incentive Award Agreement between Syncor
International Corporation and Steven B. Gerber, dated April 29, 1996 (6)
99(e) Non-Employee Director 1995 Stock Incentive Award Agreement between Syncor
International Corporation and Gail R. Wilensky, dated April 29, 1996 (6)
99(f) Syncor International Corporation New Employee Stock Option Plan, as amended
(4), (7) and (8)
99(g) Syncor International Corporation Universal Performance Equity Participation
Plan, as amended (3), (4) and (9)
99(h) Syncor International Corporation 1999 Non-Employee Director Stock Incentive
Plan (10)
99(i) Nonqualified Stock Option Award Agreement between Syncor International
Corporation and Robert G. Funari dated February 24, 1999 (11)
99(j) Syncor International Corporation 2000 Master Stock Incentive Plan, as
amended (4), (12) and (13)
(1) Previously filed as an exhibit to the Form S-4 on October 16, 2002.
(2) Included as an exhibit to Syncor's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 (File No. 0-8640) and incorporated herein by
reference.
(3) Included as an exhibit to Syncor's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999 (File No. 0-8640) and incorporated herein by
reference.
(4) Included as an exhibit to Syncor's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002 (File No. 0-8640) and incorporated herein by
reference.
(5) Included as an exhibit to Syncor's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 0-8640) and incorporated herein by
reference.
(6) Included as an exhibit to Syncor's Registration Statement on Form S-8 dated
December 20, 1996 (File No. 333-18375) and incorporated herein by
reference.
(7) Included as an exhibit to Syncor's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 (File No. 0-8640) and incorporated herein
by reference.
(8) Included as an exhibit to Syncor's Annual Report on Form 10-K for the year
ended December 31, 2000 (File No. 0-8640) and incorporated herein by
reference.
(9) Included as an exhibit to Syncor's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998 (File No. 0-8640) and incorporated herein by
reference.
(10) Included as an exhibit to Syncor's Annual Report on Form 10-K for the year
ended December 31, 1999 (File No. 0-8640) and incorporated herein by
reference.
(11) Included as an exhibit to Syncor's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999 (File No. 0-8640) and incorporated herein by
reference.
(12) Included as an exhibit to Syncor's Proxy Statement on Schedule 14A dated
May 12, 2000 (File No. 0-8640) and incorporated herein by reference.
(13) Included as an exhibit to Syncor's Proxy Statement on Schedule 14A dated
May 14, 2001 (File No. 0-8640) and incorporated herein by reference.