Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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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. / /
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CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share (1) Price Fee
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Common Stock 1,436,328 $26.81 $38,507,954 $13,279
shares
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(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c), based upon the price
of the Common Stock on the New York Stock Exchange Composite
Tape on July 1, 1996.
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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.
<PAGE>
OMNICARE, INC.
COMMON STOCK
This Prospectus covers the offering for resale of
1,436,328 shares (the "Shares") of Common Stock of Omnicare, Inc.
("Omnicare" or the "Company") 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 of certain assets of Prometheus
Pharmacy Co., Inc. and Nursing Homes America, Inc. (collectively,
"Prometheus") and Passaic County Home Health Care Associates,
Inc., d/b/a Pompton Nursing Home Supplies ("Pompton"). 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.
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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.
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The date of this Prospectus is , 1996
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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.
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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. Upon the closing of
the Pompton transaction, the Company will provide these services
to approximately 245,000 residents in approximately 2,700 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 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
Passaic County Home Health Care
Associates, Inc. 1,061,648
Alan D. Traster (F1) 100,000
Lawrence V. Traster (F1) 100,000
(F1) 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 that is expected to close
on or about July 31, 1996.
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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 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
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
<PAGE>
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 has been 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
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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.
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
therein, and the offering of such securities at that time
<PAGE>
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; 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
<PAGE>
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 registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio on the 5th
day of July, 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 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 July 5, 1996
/s/ Edward L. Hutton Director
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Edward L. Hutton
President and July 5, 1996
/s/ Joel F. Gemunder Director
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Joel F. Gemunder
Principal Financial and Accounting
Officer:
Senior Vice July 5 , 1996
President and Chief
/s/David W. Froesel, Jr. Financial Officer
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David W. Froesel, Jr.
Directors of the Company:
July 5, 1996
/s/ Ronald K. Baur
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Ronald K. Baur
July 5, 1996
/s/ Kenneth W. Chesterman
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Kenneth W. Chesterman
July 5, 1996
/s/ Charles H. Erhart, Jr.
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Charles H. Erhart, Jr.
July 5, 1996
/s/ Mary Lou Fox
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Mary Lou Fox
July 5, 1996
/s/ Cheryl D. Hodges
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Cheryl D. Hodges
July , 1996
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Thomas C. Hutton
<PAGE>
July 5, 1996
/s/ Patrick E. Keefe
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Patrick E. Keefe
July 5, 1996
/s/ Sandra E. Laney
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Sandra E. Laney
July 5, 1996
/s/ Andrea R. Lindell
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Andrea R. Lindell
July 5, 1996
/s/Sheldon Margen
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Sheldon Margen
July 5, 1996
/s/ Kevin J. McNamara
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Kevin J. McNamara
July 5, 1996
/s/ John M. Mount
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John M. Mount
July 5, 1996
/s/ Timothy S. O'Toole
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Timothy S. O'Toole
July 5, 1996
/s/ D. Walter Robbins, Jr.
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D. Walter Robbins, Jr.
<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.
EXHIBIT 3(b)
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
OMNICARE, INC.
OMNICARE, INC. ("Omnicare"), a corporation organized on
January 15, 1981 and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "General
Corporation Law"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Omnicare duly
adopted resolutions setting forth the following proposed
amendment to the Restated Certificate of Incorporation of
Omnicare, declaring the proposed amendment to be advisable
and directing that the proposed amendment be considered at
the next Annual Meeting of Stockholders of Omnicare. The
resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the first sentence of Article 4 of
the Restated Certificate of Incorporation of Omnicare,
Inc. be, and it is hereby, amended to read as follows:
4. The total number of shares of stock which
the Corporation shall have authority to issue is
One Hundred Eleven Million (111,000,000), of which
One Hundred Ten Million (110,000,000) shares of
the par value of One Dollar ($1.00) each,
amounting in the aggregate to One Hundred Ten
Million Dollars ($110,000,000), shall be common
stock and of which One Million (1,000,000) shares,
without par value, shall be preferred stock.
SECOND: That at the Annual Meeting of the Stockholders
of Omnicare held on May 20, 1996, the holders of a majority
of the outstanding shares of Common Stock of Omnicare did
approve and adopt the proposed amendment.
THIRD: That said amendment was duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Omnicare, Inc. has caused this
certificate to be signed by Joel F. Gemunder, its President, and
Cheryl D. Hodges, its Secretary, this 20th day of May, 1996.
BY: /s/ Joel F. Gemunder
--------------------
President
ATTEST: /s/ Cheryl D. Hodges
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Secretary
Exhibit 5
[Letterhead of Thompson Hine & Flory P.L.L.]
July 3, 1996
Omnicare, Inc.
2800 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
Ladies and Gentlemen:
Reference is made to the offering for resale by
certain stockholders (individually, a "Stockholder",
collectively, the "Stockholders") of Omnicare, Inc., a Delaware
corporation (the "Company"), of up to an aggregate of 1,436,328
shares of the Company's Common Stock, par value $1.00 per share
(the "Shares"), pursuant to a Registration Statement on Form S-3
to be filed under the Securities Act of 1933, as amended (the
"Registration Statement"). Of the 1,436,328 Shares being
registered, (i) an aggregate of 1,061,648 Shares will be issued
to Passaic County Home Health Care Associates, Inc., d/b/a
Pompton Nursing Home Supplies ("Pompton") pursuant to the Asset
Purchase Agreement dated as of June 19, 1996 by and among PNHS
Acquisition Corp., Pompton, certain shareholders of Pompton, and
the Company, as amended by Amendment No. 1 to the Asset Purchase
Agreement dated June 19, 1996 (the "Pompton Agreement"), (ii)
174,680 of the Shares have been acquired by 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"), and (iii)
200,000 of the Shares may be acquired by Stockholders by
warrants granted in connection with the Pompton transaction (the
"Warrants").
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:
<PAGE>
Omnicare, Inc.
July 3, 1996
Page 2
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.
3. Of the Shares, the 174,680 issued pursuant to the
Prometheus Agreement are validly issued, fully paid and
nonassessable.
4. Of the Shares, the 1,061,648 to be issued pursuant
to the Pompton Agreement will be, when issued in accordance
with such agreement, 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 such
warrants, 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.
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement
on Form S-3 of Omnicare, Inc. of our report dated
February 5, 1996 appearing on page 22 of the Annual Report to
Shareholders which is incorporated in the 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.
We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Cincinnati, Ohio
June 5, 1996
Exhibit 23(b)
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Omnicare, Inc.
Cincinnati, Ohio
We hereby consent to the incorporation by reference in the
Prospectus constituting a part of this Registration
Statement on Form S-3 of our report dated July 29, 1994,
relating to the combined financial statements of Evergreen
Pharmaceutical, Inc. and Evergreen Pharmaceutical East,
Inc. for the year ended December 31, 1993 appearing in the
Company's 1995 Annual Report on Form 10-K.
We also consent to the reference to us under the caption
"Experts" in the Prospectus.
/s/ BDO Seidman, LLP
Seattle, Washington
June 5, 1996
