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)
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 45402
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. |_|
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Amount of
Securities Registered Offering Price Maximum Registration
to be Registered Per Share(1) Aggregate Fee
Offering
Price(1)
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Common Stock........... 155,526 $35.75 $5,560,054.50 $1,640.22
shares
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(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 June 24, 1998.
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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.
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OMNICARE, INC.
COMMON STOCK
This Prospectus covers the offering for resale of 155,526 shares (the
"Shares" ) of Common Stock, par value $1.00 per share, of Omnicare, Inc.
("Omnicare" or the "Company") by the Selling Securityholders named herein under
"Selling Securityholders," who acquired the Shares in connection with an
acquisition by Omnicare and its subsidiaries of Medical Communications Software,
Inc.
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 Securities Act of
1933 (the "Securities 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 __________, 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, 1997; the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998; the Company's Current Reports on Form 8-K dated February
18, 1998, April 17, 1998 and May 19, 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 over 467,000 residents in
approximately 6,000 nursing homes and other long-term care facilities in 40
states. Omnicare also provides comprehensive clinical research services for the
pharmaceutical and biotechnology industries.
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.
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SELLING SECURITYHOLDERS
Set forth below for each of the Selling Securityholders, who acquired
Shares in connection with the acquisition identified on the cover page of this
Prospectus, are the maximum number of Shares that may be sold by such hereunder.
Selling Securityholder Number of Shares Owned
- ---------------------- ----------------------
Stephen Carl Blackford 77,949(1)
Connie Jean Blackford 77,577(1)
- ----------
(1) These Shares were acquired by the Selling Securityholder in connection with
the acquisition by the Company of Medical Communications Software, Inc. The
Selling Securityholder is an employee of the Company or a subsidiary thereof.
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 Securityholders 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 Securityholders 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 Securityholders 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 Securityholders 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 sections of the
Company's Restated Certificate of Incorporation described above 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. 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.
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, 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.
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby by the Selling
Securityholders 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.
SEC Registration Fee................................. $ 1,640.22
Legal Fees and expenses.............................. $ 6,000.00
Accounting fees and expenses......................... $ 2,500.00
Miscellaneous........................................ $ 5,859.78
Total.......................................... $16,000.00
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.
23(a) Consent of Price Waterhouse LLP.
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23(b) 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 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
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(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 25th day of June,
1998.
OMNICARE, INC.
By: /s/ Joel F. Gemunder
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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 June 25, 1998
- ------------------------- (Principal Executive
Edward L. Hutton Officer)
/s/ Joel F. Gemunder President and Director June 25, 1998
- ------------------------- (Principal Executive
Joel F. Gemunder Officer)
/s/ David W. Froesel, Jr. Senior Vice President and June 25, 1998
- ------------------------- Chief Financial Officer
David W. Froesel, Jr. (Principal Financial
Officer and Principal
Accounting Officer)
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/s/ Ronald K. Baur
- -------------------------
Ronald K. Baur Director June 25, 1998
/s/ Timothy E. Bien
- -------------------------
Timothy E. Bien Director June 25, 1998
/s/ Charles H. Erhart, Jr.
- -------------------------
Charles H. Erhart, Jr. Director June 25, 1998
/s/ Mary Lou Fox
- -------------------------
Mary Lou Fox Director June 25, 1998
/s/ Cheryl D. Hodges
- -------------------------
Cheryl D. Hodges Director June 25, 1998
/s/ Thomas C. Hutton
- -------------------------
Thomas C. Hutton Director June 25, 1998
/s/ Patrick E. Keefe
- -------------------------
Patrick E. Keefe Director June 25, 1998
/s/ Sandra E. Laney
- -------------------------
Sandra E. Laney Director June 25, 1998
/s/ Andrea R. Lindell
- -------------------------
Andrea R. Lindell Director June 25, 1998
/s/ Sheldon Margen
- -------------------------
Sheldon Margen Director June 25, 1998
/s/ Kevin J. McNamara
- -------------------------
Kevin J. McNamara Director June 25, 1998
/s/ D. Walter Robbins, Jr.
- -------------------------
D. Walter Robbins, Jr. Director June 25, 1998
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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 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
June 25, 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 155,526
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 77,949 Shares that have been issued to Stephen Carl Blackford and 77,577
Shares that have been issued to Connie Jean Blackford.
As counsel for the Company, we have examined and are familiar with the
Restated Certificate of Incorporation, as amended, 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, 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 30, 1998 appearing on page 34 of Omnicare, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1997. 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 25, 1998
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