As filed with the Securities and Exchange Commission on March 2, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
McKESSON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
94-3207296
(I.R.S. Employer Identification No.)
6555 State Hwy 161
Irving,
TX 75039
Telephone: (972) 446-4800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Lori A. Schechter
Executive Vice President, Chief Legal Officer and General Counsel
McKesson Corporation
6555
State Hwy 161
Irving, TX 75039
Telephone: (972) 446-4800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Scott
Lesmes, Esq.
David M. Lynn, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue, NW, Suite 6000
Washington, D.C. 20006
Telephone: (202) 887-1500
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration
statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 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
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)(2)
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Proposed Maximum
Offering Price
Per Unit(1)(2)
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Proposed Maximum
Aggregate Offering
Price(1)(2)(3)
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Amount of
Registration
Fee(4)
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Common stock, par value $0.01 per share
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Preferred stock, par value $0.01 per share
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Depositary shares representing preferred stock
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Debt securities
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Warrants
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Stock purchase contracts
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Stock purchase units
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Total(5)
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(1)
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Not specified as to each class of securities to be registered, pursuant to General Instruction II.E. of Form S-3.
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(2)
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An indeterminate aggregate initial offering price or number of the securities of each identified class is being
registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or
represented by depositary shares.
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(3)
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Exclusive of accrued interest, distributions and dividends, if any.
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(4)
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In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the Registrant is
deferring payment of all of the registration fee.
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(5)
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The securities registered hereunder may be sold separately or in a combination with other securities registered
hereby.
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