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REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
OMNICARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 31-1001351
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
50 EAST RIVERCENTER BLVD. - SUITE 1530, COVINGTON, KENTUCKY 41011;
(606) 655-1180
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
CHERYL D. HODGES
C/O OMNICARE MANAGEMENT COMPANY
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:
MORTON A. PIERCE JOSEPH M. RIGOT
RICHARD D. PRITZ THOMPSON HINE & FLORY LLP
DEWEY BALLANTINE LLP 2000 COURTHOUSE PLAZA N.E.
1301 AVENUE OF THE AMERICAS DAYTON, OHIO 45401-8801
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 plans, please check the following box: |X|
If this Form is filed to register additional securities for 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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) AGGREGATE OFFERING REGISTRATION FEE
PRICE (1)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock..................... 268,386 $38.03 $10,206,719.58 $3,010.98
============================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low
reported prices of the Common Stock on the New York Stock Exchange
Composite Tape on March 13, 1998.
</TABLE>
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> 2
OMNICARE, INC.
COMMON STOCK
This Prospectus covers the offering for resale of 268,386 shares (the
"Shares") of Common Stock, par value $1.00 per share, of Omnicare, Inc.
("Omnicare" or the "Company") by the Selling Stockholders named herein under
"Selling Stockholders," who either (a) acquired the Shares pursuant to a
purchase agreement entered into in connection with the acquisition of certain
assets of Jacobs Drug, Inc., d/b/a Jacobs Health Care Systems ("Jacobs") or (b)
acquired or have the right to acquire the Shares pursuant to warrants issued as
compensation for consulting services provided or to be provided to Omnicare.
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.
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 March __, 1998
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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 Commission maintains an Internet web site that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission. The address of that site is
http://www.sec.gov. 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's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as amended; the Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997, as amended, June 30, 1997 and September 30,
1997, as amended; the Company's Current Reports on Form 8-K dated January 31,
1997, February 6, 1997, May 31, 1997, August 6, 1997, August 8, 1997, September
12, 1997 (as amended September 29, 1997 and December 4, 1997), December 1, 1997,
December 10, 1997 and February 18, 1998; and the Company's Form 8-A Registration
Statement filed September 14, 1993 are hereby incorporated by reference in this
Prospectus. All documents filed with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering being made hereby shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in any 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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as modified or superseded, to constitute a part of this
Prospectus. The Company will provide without charge to each person, including
any beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents that have been or
may be incorporated by reference herein (other than exhibits to such documents
which are not specifically incorporated by reference into such documents). Such
requests should be directed to Omnicare, Inc., 50 East RiverCenter Blvd. --
Suite 1530, Covington, Kentucky 41011, Attention: Corporate Secretary -- Cheryl
D. Hodges (telephone: (606) 291-6800).
THE COMPANY
Omnicare is a leading independent provider of pharmacy and related
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, 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, distributes medical supplies and offers clinical care plan and
financial software information systems to its client nursing facilities. The
Company currently provides these services to approximately 448,600 residents in
over 5,500 nursing homes and other long-term care facilities in 37 states.
The Company's executive offices are located at 50 East RiverCenter
Blvd. - Suite 1530, Covington, Kentucky 41011, and its telephone number is (606)
655-1180.
SELLING STOCKHOLDERS
Set forth below for each of the Selling Stockholders, who acquired
Shares in connection with the issuance of warrants and the acquisitions
identified on the cover page of this Prospectus,
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are the maximum number of Shares that may be sold by such Selling Stockholder
hereunder.
<TABLE>
<CAPTION>
SELLING STOCKHOLDER NUMBER OF SHARES OWNED
- ------------------- ----------------------
<S> <C>
Jacobs Drug, Inc. 154,386(1)
Stern Stewart & Co. 114,000(2)
<FN>
- ---------------------
(1) These Shares were acquired by Jacobs pursuant to an acquisition agreement
dated January 5, 1997 between the Company and Jacobs under which the Company
acquired certain assets of Jacobs.
(2) These Shares are issuable upon the exercise of warrants (which warrants are
not exercisable prior to November 5, 1999) at an exercise price of $35 per
share. The warrants were acquired as compensation for consulting services
provided or to be provided by the Selling Stockholder to the Company.
</TABLE>
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 underwriters, brokers
or dealers, and such underwriters, brokers or 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.
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
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entitled to vote, the approval of holders of 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 the holders 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, 1996 (as amended on Form 10-K/A filed August 6, 1997) have been so
incorporated in reliance on the report of Price Waterhouse LLP to the extent and
for the periods appearing therein, given on the authority of said firm as
experts in auditing and accounting.
The audited financial statements of American Medserve Corporation as of
December 31, 1996 and 1995 and for the year ended December 31, 1996, the six
months ended December 31, 1995 and the year ended June 30, 1995 incorporated in
this Prospectus by reference to the Company's Current Report on Form 8-K dated
September 12, 1997 (as amended September 29, 1997 and December 4, 1997) have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report incorporated herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby by the
Selling Stockholders will be passed upon for the Company by Thompson Hine &
Flory LLP.
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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.
<TABLE>
<S> <C>
SEC Registration Fee............................................ $ 3,010.98
Legal Fees and expenses......................................... $ 6,000.00
Accounting fees and expenses.................................... $ 2,500.00
Miscellaneous................................................... $ 5,989.02
----------
Total.................................................. $17,500.00
==========
</TABLE>
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.
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 (incorporated by reference to Exhibit 3(b) to Registration
Statement No. 333-7695) .
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 & Flory LLP with respect to the legality of
the securities being registered.
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23(a) Consent of Price Waterhouse LLP.
23(b) Consent of Ernst & Young LLP.
23(c) Consent of Thompson Hine & Flory LLP (contained in Exhibit 5).
24 Power of Attorney (included on signature page).
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 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
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changes in volume and price represent no 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.
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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-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 16th day of
March, 1998.
OMNICARE, INC.
By: /s/ JOEL F. GEMUNDER
-----------------------------------------
Joel F. Gemunder
President
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints Edward L. Hutton, Joel
F. Gemunder and Cheryl D. Hodges, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him or her and in his or her name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to the Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that each said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully 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.
Signatures Title Date
---------- ----- ----
/s/ EDWARD L. HUTTON Chairman and Director (Principal March 16, 1998
- ------------------------- Executive Officer)
Edward L. Hutton
/s/ JOEL F. GEMUNDER President and Director (Principal March 16, 1998
- ------------------------- Executive Officer)
Joel F. Gemunder
/s/ DAVID W. FROESEL, JR. Senior Vice President and Chief March 16, 1998
- ------------------------- Financial Officer (Principal
David W. Froesel, Jr. Financial Officer and Principal
Accounting Officer)
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/s/ Ronald K. Baur
- -------------------------- Director March 16, 1998
Ronald K. Baur
/s/ KENNETH W. CHESTERMAN
- -------------------------- Director March 16, 1998
Kenneth W. Chesterman
/s/ Charles H. Erhart, Jr.
- -------------------------- Director March 16, 1998
Charles H. Erhart, Jr.
/s/ MARY LOU FOX
- -------------------------- Director March 16, 1998
Mary Lou Fox
/s/ CHERYL D. HODGES
- -------------------------- Director March 16, 1998
Cheryl D. Hodges
/s/ THOMAS C. HUTTON
- -------------------------- Director March 16, 1998
Thomas C. Hutton
/s/ PATRICK E. KEEFE
- -------------------------- Director March 16, 1998
Patrick E. Keefe
/s/ SANDRA E. LANEY
- -------------------------- Director March 16, 1998
Sandra E. Laney
/s/ ANDREA R. LINDELL
- -------------------------- Director March 16, 1998
Andrea R. Lindell
/s/ SHELDON MARGEN
- -------------------------- Director March 16, 1998
Sheldon Margen
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/s/ KEVIN J. McNAMARA
- -------------------------- Director March 16, 1998
Kevin J. McNamara
/s/ JOHN M. MOUNT
- -------------------------- Director March 16, 1998
John M. Mount
/s/ D. WALTER ROBBINS, JR.
- -------------------------- Director March 16, 1998
D. Walter Robbins, Jr.
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INDEX TO EXHIBITS
-----------------
Exhibit
Number Description
- ------ -----------
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 (incorporated by reference to
Exhibit 3(b) to Registration Statement No. 333-7695).
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 & Flory LLP with respect to the
legality of the securities being registered.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of Ernst & Young LLP.
23(c) Consent of Thompson Hine & Flory LLP (contained in
Exhibit 5).
24 Power of Attorney (included on signature page).
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EXHIBIT 5
THOMPSON HINE & FLORY LLP
2000 Courthouse Plaza N.E.
P.O. Box 8801
Dayton, OH 45401-8801
March 16, 1998
Omnicare, Inc.
50 East RiverCenter Blvd.
Suite 1530
Covington, KY 41011
Ladies and Gentlemen:
Reference is made to the offering by certain stockholders of Omnicare,
Inc., a Delaware corporation (the "Company"), of up to an aggregate of 268,386
shares of the Company's Common Stock, par value $1.00 per share (the "Shares"),
pursuant to a Registration Statement on Form S-3 being filed under the
Securities Act of 1933 (the "Registration Statement"). The Shares are comprised
of 154,386 Shares that have been issued to Jacobs Drug, Inc. (the "Issued
Shares") and 114,000 Shares that may be issued to Stern Stewart & Co. upon the
exercise of warrants (the "Warrant Shares").
As counsel for the Company, we have examined and are familiar with the
Restated Certificate of Incorporation of the Company 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 considered 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 are duly authorized.
3. The Issued Shares are, and the Warrant Shares will be when
issued in accordance with the warrants, validly issued, fully paid and
nonassessable.
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. Except
as set forth in the preceding sentence, this opinion may not be relied upon by
any other person, or used by you for any other purpose, without our prior
written consent.
Very truly yours,
/s/ Thompson Hine & Flory LLP
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EXHIBIT 23(a)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 29, 1997 appearing on page 27 of Omnicare, Inc.'s Annual Report on Form
10-K/A for the year ended December 31, 1996. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Cincinnati, Ohio
March 16, 1998
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EXHIBIT 23(b)
Consent of Independent Auditors
We consent to the reference to our Firm under the caption "Experts" in
the Registration Statement on Form S-3 and related Prospectus of Omnicare, Inc.
for the registration of 268,386 shares of its common stock and to the
incorporation by reference therein of our report dated March 19, 1997, with
respect to the consolidated financial statements and schedule of American
Medserve Corporation included in its Form 10-K for the year ended December 31,
1996 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
March 16, 1998
16
