As Filed with the Securities and Exchange Commission on May 14, 2002 Registration No.: 333-69254 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST EFFECTIVE AMENDMENT NO. 1 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) BERGEN BRUNSWIG CORPORATION 1999 Management Stock Incentive 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 3,189,559.48 shares of common stock of the Registrant, par value $.01 per share ("Common Stock"), related to options granted or to be granted under the Bergen Brunswig Corporation 1999 Management Stock Incentive Plan (the "1999 Management Stock Plan"). In connection with the approval and adoption by the Registrant of an award and incentive compensation plan entitled the AmerisourceBergen Corporation 2002 Management Stock Incentive Plan (the "2002 Management Stock Plan"), all shares remaining available for awards under the 1999 Management Stock Plan are now available for issuance under the 2002 Management Stock Plan. No further options to purchase shares of Common Stock will hereafter be granted under the 1999 Management Stock Plan. Accordingly, by this Post-Effective Amendment, the Registrant hereby deregisters 1,771,128 shares of Common Stock covered by the Registration Statement. These deregistered shares represent all of the shares remaining available for awards under the 1999 Management Stock Plan as of the effective date of the 2002 Management Stock Plan registration statement as shares of Common Stock to be available for offer and sale under the 2002 Management Stock Plan. -2- Signature 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 the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterbrook, Pennsylvania, on May 14, 2002. AMERISOURCEBERGEN CORPORATION By: /s/ R. David Yost ----------------- R. David Yost, President, Chief Executive Officer and Director (Principal Executive Officer) -3-