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FORM 8-A/A-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OMNICARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1001351
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2800 Chemed Center
255 East Fifth Street, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
------------------- ------------------------------------
Common Stock, par New York Stock Exchange
value $1.00 per share
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box: [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box: [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Registrant's securities registered under the
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on November 25, 1981 (File No. 1-8269) (the "Original Form 8-A")
contained in Item 1 of the Original Form 8-A, is hereby amended to read in its
entirety as follows:
"The capital stock of Omnicare, Inc. ("the Company") registered
pursuant to Section 12(b) of the Securities Exchange Act of 1934 is its common
stock, par value $1.00 per share (the "Common Stock"). A description of the
Common Stock is set forth below.
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 debt 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 Company's
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 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 the Company and on the communities in which the Company
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."
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ITEM 2. EXHIBITS
The information in Item 2 of the Original Form 8-A is no longer
required by Form 8-A and is replaced with the information in Item 4 of the
Original Form 8-A which information is hereby amended to read in its entirety
as follows:
"The Common Stock covered by this Form 8-A as well as the Registrant's
5 3/4% Convertible Subordinated Notes Due 2003 are registered on the New York
Stock Exchange. Accordingly, the following documents are exhibits hereto in
accordance with Part I to the Instructions as to Exhibits for Form 8-A:
1. Restated Certificate of Incorporation of the Registrant (filed
as Exhibit E-6 to the Registrant's Registration Statement on
Form S-3 (File No. 33-59689); and
2. By-Laws of the Registrant (filed as Exhibit E-13 to the
Registrant's 1992 Form 10-K filed with the Commission on March
26, 1993 (File No. 1-8269).
ITEMS 3 & 4 OF THE ORIGINAL FORM 8-A. The information in Item 3 of the
Original Form 8-A is no longer required, and the information in Item 4 of the
Original Form 8-A has been moved to Item 2 of this Amendment and is amended as
indicated in Item 2.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment A-1 to the Original
Form 8-A to be signed on its behalf by the undersigned, thereto duly
authorized.
OMNICARE, INC.
(Registrant)
By: /s/ Joel F. Gemunder
-------------------------
Joel F. Gemunder
President
Dated: April 17, 1996
TLS8926.PLP
4/12/96
