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As electronically filed with the Securities and Exchange Commission on
April 19, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OMNICARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 31-1001351
(State of Incorporation) (I.R.S. Employer Identification No.)
Omnicare, Inc.
2800 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 762-6666
(Name, address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
OMNICARE, INC.
1995 PREMIUM-PRICED STOCK OPTION PLAN
(Full title of the plan)
CHERYL D. HODGES, SENIOR VICE PRESIDENT AND SECRETARY
OMNICARE, INC,
2800 CHEMED CENTER
255 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 762-6666
Copy to:
JOSEPH M. RIGOT, ESQ.
THOMPSON HINE & FLORY P.L.L.
2000 COURTHOUSE PLAZA, N.E.
DAYTON, OHIO 45402
(513) 443-6586
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(1) PRICE FEE
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<S> <C> <C> <C> <C>
Common Shares
without par
value 1,260,000 $51.875 $65,362,500 $22,539
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(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h), based upon the average of the high and
low prices of a share of the Common Stock as reported on the New
York Stock Exchange Composite Tape on April 12, 1996.
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PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents heretofore filed with the Commission pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated
herein by reference:
(a) The Annual Report of Omnicare, Inc. (the "Company") on Form
10-K for the year ended December 31, 1995;
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1995; and
(c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A/A-1 (File No. 1-8269) filed with
the Commission on April 17, 1996.
All documents subsequently filed by the Company and the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all Common Stock offered
hereunder has been sold or which deregisters all Common Stock then remaining
unsold hereunder shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The Restated Certificate of Incorporation and Bylaws of the Company,
and separate Indemnification Agreements, provide for the indemnification of
each director and officer of the Company 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 the Company 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 for a wrongful act or omission with
certain exceptions and limitations.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
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See Index to Exhibits on Page 7.
ITEM 9. UNDERTAKINGS.
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(a) The undersigned, registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby, 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 in the prospectus any facts or
events arising after the effective date of this 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 this
Registration Statement;
(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 the undertakings set forth in 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 Exchange
Act that are incorporated by reference in this 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.
(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 further 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 this Registration
Statement shall be deemed to be a new registration statement relating to the
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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 foregoing provisions 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.
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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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio, on the 19th day of
April, 1996.
OMNICARE, INC.
By:/s/ Joel F. Gemunder
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Joel F. Gemunder
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints 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 and all amendments or supplements to this
Registration Statement, and to perform any acts necessary to be done in order
to file any and all such amendments and supplements 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.
Principal Executive Officers:
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/s/ Edward L. Hutton Chairman and Director April 19, 1996
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Edward L. Hutton
/s/ Joel F. Gemunder President and Director April 19, 1996
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Joel F. Gemunder
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Principal Financial Officer:
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/s/ David W. Froesel, Jr.
- ------------------------------------ Senior Vice President and
David W. Froesel, Jr. Chief Financial Officer April 19, 1996
Principal Accounting Officer:
/s/ Thomas R. Marsh
- ------------------------------------ Vice President, Controller
Thomas R. Marsh and Acting Treasurer April 19, 1996
Directors of the Company:
/s/ Ronald K. Baur
- ------------------------------------ April 19, 1996
Ronald K. Baur
/s/ Kenneth w. Chesterman
- ------------------------------------ April 19, 1996
Kenneth W. Chesterman
/s/ Charles H. Erhart, Jr.
- ------------------------------------ April 19, 1996
Charles H. Erhart, Jr.
/s/ Mary Lou Fox
- ------------------------------------ April 19, 1996
Mary Lou Fox
/s/ Cheryl D. Hodges
- ------------------------------------ April 19, 1996
Cheryl D. Hodges
/s/ Thomas C. Hutton
- ------------------------------------ April 19, 1996
Thomas C. Hutton
/s/ Patrick E. Keefe
- ------------------------------------ April 19, 1996
Patrick E. Keefe
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<S> <C>
/s/ Sandra E. Laney April 19, 1996
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Sandra E. Laney
April 19, 1996
/s/ Andrea R. Lindell
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Andrea R. Lindell
April 19, 1996
/s/ Sheldon Margen
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Sheldon Margen
April 19, 1996
/s/ Kevin J. McNamara
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Kevin J. McNamara
April 19, 1996
/s/ John M. Mount
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John M. Mount
April 19, 1996
/s/ Timothy S. O'Toole
- ------------------------------------
Timothy S. O'Toole
April 19, 1996
/s/ D. Walter Robbins, Jr.
- ------------------------------------
D. Walter Robbins, Jr.
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INDEX TO EXHIBITS
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES:
(4.1) Omnicare, Inc. 1995 Premium-Priced Stock Option Plan (filed as
Exhibit A to the Company's Proxy Statement for the 1995 Annual
Meeting of Stockholders)
(5) OPINION REGARDING LEGALITY:
(5.1) Opinion of Thompson Hine & Flory P.L.L.
(23) CONSENTS OF COUNSEL AND EXPERTS:
(23.1) Consent of Price Waterhouse LLP
(23.2) Consent of BDO Seidman, LLP
(23.3) Consent of Thompson Hine & Flory P.L.L. (contained in their
opinion filed as Exhibit 5.1)
(24) POWERS OF ATTORNEY:
(24.1) Powers of Attorney*
*A power of attorney whereby various individuals authorize the signing
of their names to any and all amendments or supplements to this Registration
Statement and other documents submitted in connection therewith is contained on
the first page of the signature pages to this Registration Statement.
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Exhibit 5.1
THOMPSON HINE & FLORY P.L.L.
Attorneys at Law
2000 Courthouse Plaza NE
P. O. Box 8801
Dayton, Ohio 45401-8801
April 19, 1996
Omnicare, Inc.
2800 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
Ladies and Gentlemen:
We have acted as counsel to Omnicare, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing of the Company's
Registration Statement on Form S-8 being filed under the Securities Act of
1933, as amended, for the purpose of registering the offering of up to an
aggregate of 1,260,000 shares of the Company's Common Stock, par value $1.00 per
share (the "Shares"), pursuant to the Omnicare, Inc. 1995 Premium-Priced Stock
Option Plan (the "Plan").
In such capacity, we have examined the Plan 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 in our judgment permits 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;
and
2. The Shares have been duly authorized and, upon
issuance in accordance with the Plan, will 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.
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Omnicare, Inc.
April 19, 1996
Page 2
We consent to the use of this opinion as an Exhibit to the Company's
Registration Statement on Form S-8 with respect to the Shares.
Very truly yours,
/s/ Thompson Hine & Flory P.L.L.
Thompson Hine & Flory P.L.L.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 5, 1996 appearing on page 22
of the Company's Annual Report on Form 10-K for the year ended December 31,
1995. Such report refers to our reliance on other auditors with respect to the
results of operations and cash flows of Evergreen Pharmaceutical, Inc. and
Evergreen Pharmaceutical East, Inc. for the year ended December 31, 1993.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Cincinnati, Ohio
April 18, 1996
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Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Omnicare, Inc.
Cincinnati, Ohio
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8, relating to shares of common stock of the Company
issuable under its 1995 Premium Priced Stock Option Plan, of our report dated
July 29, 1994 relating to the combined financial statements of Evergreen
appearing in the Company's 1995 Form 10-K.
/s/ BDO Seidman, LLP
Seattle, Washington
April 15, 1996
