As Filed with the Securities and Exchange Commission on November 6, 2002
Registration No.: 333-69254
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AMERISOURCEBERGEN CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 23-3079390
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
1300 Morris Drive, Suite 100
Chesterbrook, Pennsylvania 19087-5594
(610) 727-7000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
AMERISOURCE HEALTH CORPORATION 2001 NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN
BERGEN BRUNSWIG CORPORATION 1999 NON-EMPLOYEE DIRECTORS' STOCK
PLAN
(Full title of the plan)
William D. Sprague, Esquire
AmerisourceBergen Corporation
1300 Morris Drive, Suite 100
Chesterbrook, PA 19087-5594
(Name and address of agent for service)
(610) 727-7000
(Telephone number, including area code, of agent for service)
EXPLANATORY NOTE
Upon its effectiveness on September 10, 2001, this Registration
Statement of AmerisourceBergen Corporation (the "Registrant") on Form S-8,
Registration No. 333-69254 (the "Registration Statement"), covered 225,000
shares of common stock of the Registrant, par value $.01 per share ("Common
Stock"), related to options granted or to be granted under the AmeriSource
Health Corporation 2001 Non-Employee Directors' Stock Option Plan (the
"AmeriSource Plan") and 277,500 shares of Common Stock related to options
granted or to be granted under the Bergen Brunswig Corporation 1999 Non-Employee
Directors' Plan (the "Bergen Plan" and together with the AmeriSource Plan, the
"Pre-Existing Plans").
In connection with the approval and adoption by the Registrant of
an option plan titled the AmerisourceBergen Corporation 2001 Non-Employee
Directors' Stock Option Plan (the "Stock Option Plan"), all shares remaining
available for grants of awards under the Pre-Existing Plans are now available
for grants under the Stock Option Plan. No further options to purchase shares of
Common Stock will hereafter be granted under the Pre-Existing Plans.
By this Post Effective Amendment No. 2 to Registration Statement
No. 333-69254, the Registrant hereby deregisters 323,660 shares of Common Stock
covered by the Registration Statement which have not been granted under the
Pre-Existing Plans and because of the termination of further grants under the
Pre-Existing Plans, will never be issued. These deregistered shares represent
all of the shares remaining available for awards under the Pre-Existing Plans as
of the effective date of the Stock Option Plan registration statement. Shares
granted under the Pre-Existing Plans will remain available for issuance subject
to the terms of the applicable Pre-Existing Plan and this Registration Statement
will remain in effect until no further shares are available to be issued under
the Pre-Existing Plans.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and in
accordance with Rule 478(a) (4) under 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 Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chesterbrook,
Pennsylvania, on November 6, 2002.
AMERISOURCEBERGEN CORPORATION
By: /s/ R. David Yost
-----------------
Name: R. David Yost
Title: Chief Executive Officer