As filed with the Securities and Exchange Commission on August 8, 1996
Registration No. 333-7695
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OMNICARE, INC.
(Exact name of registrant as specified in its charter)
---------------------------
Delaware
(State or other jurisdiction of 31-1001351
incorporation or organization) (I.R.S. Employer Identification No.)
2800 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 762- 6666
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Cheryl D. Hodges, 2800 Chemed Center, 255 E. Fifth Street
Cincinnati, Ohio 45202; (513) 762-6666
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Robert Rosenman
Cravath, Swaine & Moore
Worldwide Plaza, 825 Eighth Avenue
New York, New York 10019
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
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, please check the following box: [X]
If this Form is filed to register additional securities of an
offering pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
OMNICARE, INC.
COMMON STOCK
This Prospectus covers the offering for resale of a total of
1,436,328 shares (the "Shares") of Common Stock of Omnicare, Inc.
("Omnicare" or the "Company"), including (i) 506,046 shares being offered
by the Selling Stockholders named herein under "Selling Stockholders", who
acquired the Shares (or warrants to purchase Shares) in connection with the
acquisition by subsidiaries of Omnicare (a) of certain assets of Prometheus
Pharmacy Co., Inc. and Nursing Homes America, Inc. (collectively,
"Prometheus"), (b) certain assets of Passaic County Home Health Care
Associates, Inc., d/b/a Pompton Nursing Home Suppliers ("Pompton") and (c)
all of the capital stock of Three Forks Apothecary, Inc. ("Three Forks")
and (ii) up to 930,282 additional Shares to be offered from time to time by
Selling Stockholders who acquire Shares in connection with future
acquisitions by Omnicare. Such Selling Stockholders shall be identified and
the number of Shares to be offered by them shall be specified in a
Prospectus Supplement to this Prospectus. Omnicare will not receive any
proceeds from the sale of the Shares covered by this Prospectus.
The Common Stock is listed on the New York Stock Exchange under
the symbol OCR.
The Shares covered by this Prospectus may be offered for sale
from time to time on the New York Stock Exchange or otherwise, at prices
then obtainable. The Company has agreed to indemnify the Selling
Stockholders against certain liabilities, including liabilities under the
Securities Act of 1933 (the "Act"). See "Plan of Distribution".
Certain persons who sell the Shares covered by this
Prospectus, and any broker or dealer to or through whom any such
person shall sell such securities, may be deemed to be
underwriters within the meaning of the Act with respect to the
sale of such securities.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is , 1996
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED BY
THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER
THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
DESCRIBED HEREIN. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A
SOLICITATION WITHIN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
Omnicare is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at its principal offices
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such materials can
also be obtained from the Public Reference Section of the Commission at
prescribed rates at the principal offices of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's Common
Stock is listed on the New York Stock Exchange (Symbol: OCR), and reports
and information concerning the Company can be inspected at such exchange,
20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 under the Act with respect to the Common Stock
offered hereby (including all amendments and supplements thereto, the
"Registration Statement"). This Prospectus, which forms a part of the
Registration Statement, does not contain all the information set forth in
the Registration Statement and the exhibits filed therewith, certain parts
of which have been omitted in accordance with the rules and regulations of
the Commission. Statements contained herein concerning the provisions of
such documents are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the
public reference facilities and regional offices referred to above.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference
the following documents heretofore filed with the Commission pursuant to
the Exchange Act: (i) the Company's Annual Report on Form 10-K for the year
ended December 31, 1995; (ii) the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996; and (iii) the Company's Current
Reports on Form 8-K filed February 26, 1996 and May 16, 1996.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to termination of this offering shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from
the respective dates of the filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated by reference herein, modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any and all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents which are
not specifically incorporated by reference into such documents. Requests
for such copies should be directed to Cheryl D. Hodges, Secretary,
Omnicare, Inc., 2800 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio
45202-4728, or telephone (513) 762-6666.
THE COMPANY
Omnicare is a leading independent provider of pharmacy services
to long-term care institutions such as nursing homes, retirement centers
and other institutional health care facilities. The Company purchases,
repackages and dispenses pharmaceuticals, both prescription and
non-prescription, and provides computerized medical recordkeeping and
third-party billing for patients in such facilities. The Company also
provides consultant pharmacist services, including evaluating monthly
patient drug therapy, monitoring the control,
<PAGE>
distribution and administration of drugs within the nursing facility and
assisting in compliance with state and federal regulations. In addition,
the Company provides ancillary services, such as infusion therapy, and
distributes medical supplies to its client nursing facilities. The Company
currently provides these services to approximately 250,000 residents in
approximately 3,000 nursing homes and other long-term care facilities
principally in the states of Alabama, Connecticut, Georgia, Illinois,
Indiana, Kansas, Kentucky, Massachusetts, Michigan, Missouri, New Jersey,
New York, North Carolina, Ohio, Oklahoma, Oregon, South Carolina, Virginia,
Washington and West Virginia.
The Company's executive offices are located at 2800 Chemed
Center, 255 East Fifth Street, Cincinnati, Ohio 45202-4728, and its
telephone number is (513) 762-6666.
SELLING STOCKHOLDERS
Set forth below for each of the Selling Stockholders, who
acquired Shares (or warrants to purchase Shares) in connection with the
sale of certain of the assets of Prometheus and Pompton and the capital
stock of Three Forks to subsidiaries of Omnicare, are the maximum number of
Shares that may be sold by such Selling Stockholder hereunder.
Number of
Selling Stockholder Shares Owned
Nursing Homes America, Inc. 24,000
Prometheus Pharmacy Co., Inc. 150,680
Alan D. Traster (1) 100,000
Lawrence V. Traster (1) 100,000
Luther G. Smith 65,683
Rosemary C. Smith 65,683
This Prospectus also covers the offering for resale of up to
930,282 additional Shares to be offered from time to time
- ---------------
(1) These Shares are issuable pursuant to warrants to be issued by Omnicare
in connection with the sale of certain assets of Pompton to a subsidiary of
Omnicare.
<PAGE>
by Selling Stockholders who acquire Shares in connection with future
acquisitions by Omnicare. Such Selling Stockholders shall be identified and
the number of Shares to be offered by them shall be specified in a
Prospectus Supplement to this Prospectus.
PLAN OF DISTRIBUTION
The Company is not aware of any plan of distribution with respect
to the Shares. Distribution of the Shares by the Selling Stockholders may
be effected from time to time in one or more transactions (which may
involve block transactions) (i) on the New York Stock Exchange, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such
exchange or in the over-the-counter market or (iv) in a combination of any
such transactions. Such transactions may be effected by the Selling
Stockholders at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices. The Selling Stockholders may effect such transactions by selling
Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts or commissions from the Selling
Stockholders and may receive commissions from the purchasers of Shares for
whom they may act as agent. Omnicare has agreed to indemnify the Selling
Stockholders who received Shares (or warrants to purchase Shares) in
connection with the Pompton, Prometheus and Three Forks transactions, and
expects to agree to indemnify future Selling Stockholders, against certain
civil liabilities, including liabilities under the Securities Act.
DESCRIPTION OF COMMON STOCK
The Common Stock has no preemptive rights and no redemption,
sinking fund or conversion provisions. All shares of Common Stock have one
vote on any matter submitted to the vote of stockholders. The Common stock
does not have cumulative voting rights. Upon any liquidation of the
Company, the holders of Common Stock are entitled to receive, on a pro rata
basis, all assets then legally available for distribution after payment of
debts and liabilities and preferences on preferred stock, if any. Holders
of Common Stock are entitled to receive dividends when and as declared by
the Board of Directors out of funds legally available therefor (subject to
the prior rights of preferred stock, if any). All outstanding shares of
Common Stock are fully paid and nonassessable. The Board of Directors,
without further action by the stockholders, is authorized to issue
preferred stock in one or more series and to designate as to any such
<PAGE>
series the dividend rate, redemption prices, preferences on liquidation or
dissolution, sinking fund terms, conversion rights, voting rights and any
other preferences or special rights and qualifications.
With certain exceptions, in the event a person owns 10% or more
of the Company's stock entitled to vote, a majority of the shares not so
owned is required to authorize (1) any merger of the Company with such
person, (2) any sale, lease or other disposition of all or substantially
all of the Company's assets to such person or (3) certain issuances and
transfers of securities of the Company to such person. Directors may be
removed without cause only by the affirmative vote of the holders of
two-thirds of the Company's capital stock entitled to vote on the election
of directors. The Board of Directors of the Company, when evaluating any
offer of another person to make a tender or exchange offer, merge or
purchase or otherwise acquire all or substantially all of the assets of the
Company, shall, in connection with the exercise of its judgment in
determining what is in the best interests of the Company and its
stockholders, give due consideration to all relevant factors, including the
social and economic effects on employees, customers, suppliers and other
constituents of Omnicare and on the communities in which Omnicare operates
or is located. The sections of the Company's Restated Certificate of
Incorporation described in this paragraph may not be altered, amended or
repealed without approval of two-thirds of the outstanding shares of each
class entitled to vote thereon as a class.
EXPERTS
The audited financial statements incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 have been so incorporated in reliance on the
reports of Price Waterhouse LLP and BDO Seidman, LLP, independent
accountants, to the extent and for the periods appearing therein, given on
the authority of said firms as experts in auditing and accounting.
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby by the
Selling Stockholders who received Shares (or warrants to purchase Shares)
in connection with the Pompton, Prometheus and Three Forks transactions has
been, and the validity of the issuance of the Shares offered hereby by
future Selling
<PAGE>
Stockholders will be, passed upon for the Company by Thompson Hine
and Flory P.L.L.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of the expenses (all but
the SEC fees are estimates) in connection with the issuance of the Shares
being registered hereunder. All such expenses will be borne by the Company.
SEC Registration fee.............................$ 13,279
Legal fees and expenses..........................$ 10,000
Accounting fees and expenses.....................$ 2,500
Miscellaneous....................................$ 2,221
=======
Total..........................................$ 28,000
Item 15. Indemnification of Directors and Officers
The Restated Certificate of Incorporation and Bylaws of Omnicare,
and separate Indemnification Agreements, provide for the indemnification of
each director and officer of Omnicare in connection with any claim, action,
suit or proceeding brought or threatened by reason of his or her position
with Omnicare. In addition, the General Corporation Law of the State of
Delaware ("Delaware Law") permits Omnicare to indemnify its directors,
officers and others against judgments, fines, amounts paid in settlement
and attorneys' fees resulting from various types of legal actions or
proceedings if the actions of the party being indemnified meet the
standards of conduct specified in the Delaware Law.
The Company's directors and officers are, in addition, insured
against loss arising from any claim against them or a wrongful act or
omission with certain exceptions and limitations.
<PAGE>
Item 16. Exhibits.
Each of the following Exhibits is filed herewith or incorporated
by reference in this Registration Statement.
Exhibit
Number Description of Exhibit
3(a) Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit
3(a) to Registration Statement No. 33-59689).
3(b) Certificate of Amendment of Restated Certificate
of Incorporation of the Company.**
3(c) By-laws of the Company, as amended (incorporated
by reference to Exhibit 3 of the Company's 1994
Annual Report on Form 10-K).
5 Opinion of Thompson Hine and Flory P.L.L. with
respect to the legality of the securities being
registered.*
23(a) Consent of Price Waterhouse LLP.**
23(b) Consent of BDO Seidman, LLP.**
23(c) Consent of Thompson Hine and Flory
P.L.L.(contained in Exhibit 5).
*Filed herewith.
**Previously filed.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933 (the "Act"),
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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
<PAGE>
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions described under Item 15
above, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the 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 Act and will be governed by the
final adjudication of such issue.
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 of 1933;
(ii) To reflect 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no
<PAGE>
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective 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 paragraphs (i) and
(ii) above do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that: (1) For
purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and (2)
For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
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.
<PAGE>
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 a Form S-3 and has duly caused
this amendment no. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Cincinnati, State of Ohio on the 8th day of August, 1996.
OMNICARE, INC.
By: /s/ Joel F. Gemunder
-----------------------------
Joel F. Gemunder, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Edward L. Hutton,
Joel F. Gemunder and Cheryl D. Hodges his or her true and lawful
attorneys-in-fact and agents, with full power of substitution, and each
with power to act alone, to sign and execute on behalf of the undersigned
any amendment or amendments to this Registration Statement on Form S-3, and
to perform any acts necessary to be done in order to file such amendment
with exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, and each of the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents, or their
substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<PAGE>
Principal Executive Officers:
Chairman and August 8, 1996
/s/ Edward L. Hutton Director
- ----------------------------------
Edward L. Hutton
President and August 8, 1996
/s/ Joel F. Gemunder Director
- ----------------------------------
Joel F. Gemunder
Principal Financial and Accounting
Officer:
Senior Vice August 8, 1996
President and Chief
/s/ David W. Froesel, Jr. Financial Officer
- ----------------------------------
David W. Froesel, Jr.
Directors of the Company:
August 8, 1996
*
- -----------------------------------
Ronald K. Baur
August 8, 1996
*
- -----------------------------------
Kenneth W. Chesterman
August 8, 1996
*
- -----------------------------------
Charles H. Erhart, Jr.
August 8, 1996
*
- -----------------------------------
Mary Lou Fox
/s/ Cheryl D. Hodges August 8, 1996
- -----------------------------------
Cheryl D. Hodges
August , 1996
- -----------------------------------
Thomas C. Hutton
<PAGE>
August 8, 1996
*
- -----------------------------------
Patrick E. Keefe
August 8, 1996
*
- -----------------------------------
Sandra E. Laney
August 8, 1996
*
- -----------------------------------
Andrea R. Lindell
August 8, 1996
*
- -----------------------------------
Sheldon Margen
August 8, 1996
*
- -----------------------------------
Kevin J. McNamara
August 8, 1996
*
- -----------------------------------
John M. Mount
August 8, 1996
*
- -----------------------------------
Timothy S. O'Toole
August 8, 1996
*
- -----------------------------------
D. Walter Robbins, Jr.
*By: /s/ Cheryl D. Hodges August 8, 1996
-----------------------------
Cheryl D. Hodges
(Attorney-in-Fact)
<PAGE>
Exhibit Sequentially
Number Description Numbered Page
3(a) Restated Certificate of
Incorporation of the Company
(incorporated by reference to
Exhibit 3(a) to Registration
Statement No. 33-59689).
3(b) Certificate of Amendment of
Restated Certificate of
Incorporation of the Company.**
3(c) By-laws of the Company, as
amended (incorporated by
reference to Exhibit 3 of the
Company's 1994 Annual Report
on Form 10-K).
5 Opinion of Thompson Hine and
Flory P.L.L. with respect to
the legality of the securities
being registered.*
23(a) Consent of Price
Waterhouse LLP.**
23(b) Consent of BDO Seidman, LLP.**
23(c) Consent of Thompson Hine and
Flory P.L.L.(contained in
Exhibit 5).
*Filed herewith.
**Previously filed.
<PAGE>
Exhibit 5
[Letterhead of]
Thompson Hine & Flory P.L.L.
August 8, 1996
Omnicare, Inc.
2800 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
Ladies and Gentlemen:
Reference is made to Amendment No. 1 to Registration
Statement No. 333-7695 on Form S-3 of Omnicare, Inc., a Delaware
corporation (the "Company") (such Registration Statement, as
amended, is referred to as the "Registration Statement"). The
Registration Statement relates to the offering for resale by
certain stockholders of the Company, or persons who become
stockholders of the Company in connection with future
acquisitions by the Company (individually, a "Stockholder",
collectively, the "Stockholders") of up to an aggregate of
1,436,328 shares of the Company's Common Stock, par value $1.00
per share (the "Shares"). Of the 1,436,328 Shares being
registered, (i) an aggregate of 131,366 of the Shares were issued
to certain Stockholders in connection with the Company's
acquisition of the capital stock of Three Forks Apothecary, Inc.
(the "Three Forks Agreement"), (ii) 174,680 of the Shares were
issued to certain Stockholders pursuant to the Asset Purchase
Agreement dated as of June 10, 1996 by and among Electra
Acquisition Corp., Prometheus Pharmacy Co, Inc., Nursing Homes
America, Inc., Olympus Healthcare Group, Inc. and the Company
(the "Prometheus Agreement"), (iii) 200,000 of the Shares may be
acquired by certain Stockholders upon the exercise warrants
granted in connection with the Company's acquisition of the
assets of Passaic County Home Health Care Associates, Inc., d/b/a
Pompton Nursing Home Suppliers (the "Warrants") and (iv) 930,282
of the Shares may be issued by the Company from time to time to
Stockholders in connection with future acquisitions by the
Company ("Future Acquisitions").
As counsel for the Company, we have examined and are
familiar with the Company's Restated Certificate of Incorporation
and By-Laws, each as amended, and various corporate records and
proceedings relating to the organization of the Company and the
issuance of the Shares. Based upon the foregoing and upon
investigation of such other matters as we consider appropriate to
permit us to render an informed opinion, it is our opinion that:
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware.
2. The Shares have been duly authorized.
<PAGE>
3. Of the Shares, the 131,366 issued pursuant to the
Three Forks Agreement are validly issued, fully paid and
nonassessable.
4. Of the Shares, the 174,680 issued pursuant to the
Prometheus Agreement are validly issued, fully paid and
nonassessable.
5. Of the Shares, the 200,000 to be issued pursuant to
the Warrants will be, when issued in accordance with the
Warrants, validly issued, fully paid and nonassessable.
6. Of the Shares, the 930,282 to be issued in
connection with Future Acquisitions have been duly
authorized for issuance, and will be, when (i) authorized
for issuance by the Board of Directors of the Company in
Future Acquisitions and (ii) issued or delivered upon
receipt of the consideration to be paid in connection with
Future Acquisitions, be validly issued, fully paid and
nonassessable.
This opinion is solely for your information in connection
with the Registration Statement and is not to be quoted or
otherwise referred to in any of your financial statements or
public releases, filed with any governmental agency, or given to
any other person without our prior written consent. This opinion
may not be relied upon by any other person, or used by you for
any other purpose, without our prior written consent.
We consent to the use of this opinion as an Exhibit to the
Registration Statement, and we consent to the reference to our
firm under the caption "Legal Matters" in the Prospectus forming
a part of the Registration Statement.
Very truly yours,
/s/Thompson Hine & Flory P.L.L.
THOMPSON HINE & FLORY P.L.L.
