<PAGE>
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
OMNICARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 31-1001351
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
100 EAST RIVERCENTER BLVD. - SUITE 1600, COVINGTON, KENTUCKY 41011; (606) 392-3300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
</TABLE>
CHERYL D. HODGES
OMNICARE, INC.
100 EAST RIVERCENTER BLVD. -- SUITE 1600
COVINGTON, KENTUCKY 41011; (606) 392-3300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
<TABLE>
<S> <C>
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
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not
applicable.
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: [ ]
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. [ ]
<PAGE>
<PAGE>
EXPLANATORY NOTE
A total of 663,710 shares of Common Stock, par value $1.00 per share
(the "Common Stock") of Omnicare, Inc., a Delaware corporation (the "Company"),
were registered under the Securities Act of 1933 by the filing of a Registration
Statement on Form S-3 (File No. 333-68443) (the "Registration Statement"). The
Registration Statement was declared effective on December 14, 1998.
282,604 shares of the Common Stock were registered for resale by
Southside Apothecary, Ltd. ("Southside") and E.B.K. Enterprises, Inc. ("EBK").
The Company is filing this Post-Effective Amendment No. 1 to the Registration
Statement to deregister 31,859 of those shares.
<PAGE>
<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 Post
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Covington,
Commonwealth of Kentucky on the 14th day of December, 1998.
OMNICARE, INC.
By: /s/ Peter Laterza
------------------------------------
Peter Laterza
Vice President and General Counsel
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.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
* Chairman and Director (Principal December 14, 1998
- ------------------------- Executive Officer)
Edward L. Hutton
* President and Director (Principal December 14, 1998
- ------------------------- Executive Officer)
Joel F. Gemunder
Senior Vice President and Chief December 14, 1998
Financial Officer (Principal Financial
* Officer and Principal Accounting
- ------------------------- Officer)
David W. Froesel, Jr.
*
- -------------------------
Ronald K. Baur Director December 14, 1998
*
- -------------------------
Timothy E. Bien Director December 14, 1998
*
- -------------------------
Charles H. Erhart, Jr. Director December 14, 1998
*
- -------------------------
Mary Lou Fox Director December 14, 1998
/s/ Cheryl D. Hodges
- -------------------------
Cheryl D. Hodges Director December 14, 1998
</TABLE>
II-1
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
- -------------------------
Thomas C. Hutton Director December 14, 1998
*
- -------------------------
Patrick E. Keefe Director December 14, 1998
*
- -------------------------
Sandra E. Laney Director December 14, 1998
*
- -------------------------
Andrea R. Lindell Director December 14, 1998
*
- -------------------------
Sheldon Margen Director December 14, 1998
*
- -------------------------
Kevin J. McNamara Director December 14, 1998
/s/ Cheryl D. Hodges
- -------------------------
* by Cheryl D. Hodges as attorney-in-fact
</TABLE>
II-2
