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As filed with the Securities and Exchange Commission on May 5, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OMNICARE, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 31-1001351
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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100 EAST RIVERCENTER BLVD., SUITE 1600
COVINGTON, KENTUCKY 41011
(Address of Principal Executive Offices)
OMNICARE, INC. 1992 LONG-TERM STOCK INCENTIVE PLAN
(Full Title of the Plan)
CHERYL D. HODGES
OMNICARE, INC.
100 EAST RIVERCENTER BLVD., SUITE 1600
COVINGTON, KENTUCKY 41011
(Name and Address of Agent for Service)
(606) 392-3300
(Telephone Number, including Area Code, of Agent for Service)
Copy to:
PATRICIA C. NORRIS
THOMPSON HINE & FLORY LLP
2000 COURTHOUSE PLAZA, N.E.
DAYTON, OHIO 45402
(937) 443-6859
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price per Share (2) Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par 4,799,813 $24.16 $115,963,482 $32,237.85
value $1.00
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(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of shares of
Common Stock that may be offered or sold as a result of any adjustments
from stock splits, stock dividends or similar events.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) promulgated under the Securities Act of 1933,
based upon the average of the high and low sales prices of a share of
Common Stock on April 30, 1999, as reported on the New York Stock Exchange
Composite Tape.
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PART I
A. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information required by Part I of Form S-8
will be sent or given to participating individuals in accordance with the rules
and regulations of the Securities and Exchange Commission.
B. REOFFER PROSPECTUS STATEMENT
The material that follows, up to but not including the page beginning Part
II of this Registration Statement, constitutes a Reoffer Prospectus prepared in
accordance with the requirements of Part I of Form S-3 pursuant to General
Instruction C to Form S-8. The Reoffer Prospectus may be used by the individuals
named in the Prospectus in connection with resales of certain securities issued
to them under the Omnicare, Inc. 1992 Long-Term Stock Incentive Plan (the
"Plan").
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REOFFER PROSPECTUS
OMNICARE, INC.
COMMON STOCK
The stockholders of Omnicare, Inc. listed in this prospectus under the
caption "Selling Stockholders" may offer to sell up to 91,500 shares of common
stock of Omnicare under this reoffer prospectus. The shares were acquired by the
Selling Stockholders prior to the date of this prospectus upon the exercise of
stock options granted under the Omnicare, Inc. 1992 Long-Term Stock Incentive
Plan.
Omnicare will not receive any of the proceeds from any sales under this
prospectus. The Selling Stockholders may sell the shares from time to time, on
or off the New York Stock Exchange, at prices then obtainable.
The Selling Stockholders and participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933 with
respect to the sale of the shares.
Our common stock is listed on the New York Stock Exchange under the symbol
"OCR." On May 3, 1999, the closing price for a share of the common stock was
$25.125.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is May 5, 1999
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You should rely only on the information provided or incorporated by
reference in this prospectus or any supplement. We have not authorized anyone
else to provide you with additional or different information. The common stock
is not being offered in any state where the offer is not permitted. You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of such document.
TABLE OF CONTENTS
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Page
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The Company ................................................................. 2
Where You Can Find More Information ......................................... 3
Selling Stockholders ........................................................ 4
Plan of Distribution ........................................................ 5
Experts ..................................................................... 5
Legal Matters ............................................................... 5
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THE COMPANY
Omnicare, Inc.
100 East RiverCenter Blvd.
Suite 1600
Covington, Kentucky 41011
(606) 392-3300
Omnicare is a leading provider of pharmacy and related services to
long-term care institutions such as nursing homes, retirement centers and other
institutional health care facilities. Omnicare, through its subsidiaries:
purchases, repackages and dispenses pharmaceuticals, both prescription and
non-prescription;
provides computerized medical recordkeeping and third-party billing for
patients in its customers' facilities;
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; and
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.
As of March 31, 1999, Omnicare provided these services to over 591,900
residents in nearly 8,300 skilled nursing facilities, assisted living
communities and other health care institutions in 42 states.
Omnicare also provides comprehensive clinical research services for the
pharmaceutical and biotechnology industries.
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WHERE YOU CAN FIND MORE INFORMATION
Omnicare files annual, quarterly and special reports, proxy statements and
other information required by the Securities Exchange Act of 1934 with the
Securities and Exchange Commission. You may read and copy any document we file
at the following SEC public reference rooms:
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450 5th Street, N.W. Seven World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. New York, New York 10048 Suite 1400
20549 Chicago, Illinois 60661-2511
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Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms.
Our SEC filings are also available to the public from the SEC's web site
at: http://www.sec.gov.
This prospectus is part of a registration statement on Form S-8 we filed
with the SEC. This prospectus does not include all the information contained in
the registration statement and its exhibits. For further information with
respect to Omnicare and the common stock, you should consult the registration
statement and its exhibits. There are statements contained in this prospectus
concerning the provisions of other documents. These statements are necessarily
summaries of those documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC. The registration
statement, including exhibits filed as a part of the registration statement or
an amendment to the registration statement, are available for inspection and
copying at the locations listed above.
The SEC allows us to incorporate by reference the information we file with
them, which means we can disclose important information to you by referring to
those documents. The information incorporated by reference is considered to be a
part of this prospectus, and later information filed with the SEC will update
and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until the offering to which this
prospectus relates is completed:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1998; and
(b) Form 8-A Registration Statement filed September 14, 1993.
With respect to the documents listed above, if a statement in this
prospectus conflicts with a statement in a document incorporated by reference in
this prospectus, the statement in the
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prospectus will modify or supersede it. The statement will constitute a part of
this prospectus only in its modified or superseded form.
You may request a copy of these filings (other than exhibits), at no cost,
by writing or telephoning us at the following address:
Cheryl D. Hodges
Omnicare, Inc.
100 East RiverCenter Blvd., Suite 1600
Covington, Kentucky 41011
(606) 392-3300
If you would like to request documents from Omnicare, please do so at least
five business days prior to the date on which a final investment decision is
made to ensure timely delivery.
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder and (a)
the number of shares of common stock each Selling Shareholder beneficially owned
prior to this offering, (b) the number of shares of common stock acquired by
each Selling Stockholder under the 1992 Long-Term Stock Incentive Plan that is
being offered hereby, and (c) the number of shares of common stock outstanding
to be beneficially owned by each Selling Stockholder following this offering,
assuming the sale of all shares by the Selling Stockholders that are registered
hereby. There is no assurance that any of the Selling Stockholders will
participate in this offering.
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Shares Shares Shares Beneficially
Beneficially Covered by Owned After
Name Owned this Prospectus this Offering
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<S> <C> <C> <C>
Timothy Bien(1) 73,231 16,000 57,231
Edward L. Hutton(2) 346,777 70,000 276,777
D. Michael Laney(3) 15,768 2,700 13,068
Sandra E. Laney(4) 17,071 2,800 14,271
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(1) Mr. Bien is a Director and Senior Vice President-Professional Services
and Purchasing of Omnicare.
(2) Mr. Hutton is the Chairman of the Board and a Director of Omnicare.
(3) Mr. Laney is the Vice President - Management Information Systems of
Omnicare.
(4) Ms. Laney is a Director of Omnicare.
PLAN OF DISTRIBUTION
The Selling Stockholders may offer their shares for sale in one or more of
the following transactions (which may include block transactions):
- on the New York Stock Exchange,
- in the over-the-counter market,
- in transactions other than on an exchange or in the over-the-counter
market, or
- in a combination of any such transactions.
The Selling Stockholders may sell shares at prevailing market prices, at
negotiated prices or at fixed prices. The Selling Stockholders may sell shares
to or through underwriters, brokers or dealers, who may receive compensation in
the form of discounts or commissions from the Selling Stockholders and who may
receive commissions from the purchasers of shares for whom they may act as
agent.
EXPERTS
The audited financial statements incorporated in this prospectus by
reference to Omnicare's Annual Report on Form 10-K for the year ended December
31, 1998 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP and Ernst & Young LLP, whose reports are incorporated
herein, to the extent and for the periods appearing therein. Such financial
statements have been so incorporated in reliance on the reports of such
independent accountants given on the authority of such firms as experts in
auditing and accounting.
The Report of Independent Public Accountants on IBAH, Inc.'s December 31,
1997 and 1996 financial statements incorporated by reference in this prospectus
and elsewhere in the registration statement is from Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and is included herein in reliance upon the authority of said firm
as experts in giving said report.
LEGAL MATTERS
The legality of the shares offered by this prospectus will be passed upon
for Omnicare by Thompson Hine & Flory LLP.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation by Reference
Omnicare, Inc. (the "Company") filed a Registration Statement on Form S-8
(Registration No. 33-48209) on May 29, 1992 (the "Prior Registration Statement")
with the Securities and Exchange Commission ("SEC") covering 450,250 shares of
the Company's common stock that may be issued under the Plan. The Company
also filed with the SEC a Registration Statement on Form S-8 (Registration No.
33-88856) on January 26, 1995 covering an additional 647,920 shares of its
common stock that may be issued under the Plan. Section 4 of the Plan sets
forth a formula under which additional shares from time to time become
available for stock incentive awards under the Plan. This Registration
Statement covers 4,708,313 additional shares of common stock that have become
available for awards under the Plan and 91,500 additional shares of common
stock that were issued upon the exercise of options granted under the Plan.
This Registration Statement incorporates the contents of the Prior Registration
Statement, except to the extent that such contents have been or are modified or
superseded by this Registration Statement, a filing with the SEC after May 29,
1992, or a subsequent prospectus relating to the Plan.
Item 7. Exemption from Registration Claimed.
The Company issued an aggregate of 91,500 shares of common stock to four
individuals upon the exercise of stock options granted under the Plan in a
series of transactions not involving any public offering. Such issuances were
exempt from registration under Section 4(2) of the Securities Act of 1933.
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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 of Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Covington, Kentucky, on this 4th day of May,
1999.
OMNICARE, INC.
By: /s/ David W. Froesel, Jr.
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David W. Froesel, Jr.
Senior Vice President and
Chief Financial Officer
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.
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Signature Title Date
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/s/ Edward L. Hutton
________________________ Chairman and Director May 4, 1999
Edward L. Hutton (Principal Executive
Officer)
/s/ Joel F. Gemunder
________________________ President and Director May 4, 1999
Joel F. Gemunder (Principal Executive
Officer)
/s/ David W. Froesel, Jr.
________________________ Senior Vice President May 4, 1999
David W. Froesel, Jr. and Chief Financial
Officer (Principal
Financial Officer and
Principal Accounting
Officer)
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II-2
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/s/ Ronald K. Baur
________________________ Director May 4, 1999
Ronald K. Baur
/s/ Timothy E. Bien
________________________ Director May 4, 1999
Timothy E. Bien
/s/ Charles H. Erhart, Jr.
________________________ Director May 4, 1999
Charles H. Erhart, Jr.
/s/ Mary Lou Fox
________________________ Director April 28, 1999
Mary Lou Fox
/s/ Cheryl D. Hodges
________________________ Director May 4, 1999
Cheryl D. Hodges
/s/ Thomas C. Hutton
________________________ Director May 4, 1999
Thomas C. Hutton
/s/ Patrick E. Keefe
________________________ Director May 4, 1999
Patrick E. Keefe
/s/ Sandra E. Laney
________________________ Director May 4, 1999
Sandra E. Laney
/s/ Andrea R. Lindell
________________________ Director May 4, 1999
Andrea R. Lindell
/s/ Sheldon Margen
________________________ Director May 4, 1999
Sheldon Margen
/s/ Kevin J. McNamara
________________________ Director May 4, 1999
Kevin J. McNamara
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II-3
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INDEX TO EXHIBITS
Exhibit
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES:
4.1 Omnicare, Inc. 1992 Long-Term Stock Incentive Plan was filed as
Appendix A to the Company's Proxy Statement for its 1997 Annual
Meeting of Stockholders and is incorporated herein
(5) OPINION RE LEGALITY:
5.1 Opinion of Thompson Hine & Flory LLP*
(23) CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of PricewaterhouseCoopers LLP*
23.2 Consent of Ernst & Young LLP*
23.3 Consent of Arthur Andersen LLP*
23.4 Consent of Thompson Hine & Flory LLP is contained in its opinion
(24) POWERS OF ATTORNEY:
24.1 Power of Attorney (included on signature page)
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*Filed herewith
II-4
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Exhibit 5.1
THOMPSON HINE & FLORY LLP
2000 Courthouse Plaza NE
P.O. Box 8801
Dayton, OH 45401-8801
May 5, 1999
Omnicare, Inc.
100 East RiverCenter Blvd.
Suite 1600
Covington, KY 41011
Ladies and Gentlemen:
We have acted as counsel to Omnicare, Inc., a Delaware corporation (the
"Company"), in connection with the filing by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933 for the registration of 4,799,813 shares of common stock, $1.00 par value
per share, of the Company (the "Shares") that have been or may be issued under
the Omnicare, Inc. 1992 Long-Term Stock Incentive Plan (the "Plan"). The Shares
consist of 91,500 Shares that were issued upon the exercise of stock options
granted under the Plan (the "Option Shares") and 4,708,313 Shares that are
available for issuance under the Plan (the "Additional Shares").
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 have been duly authorized, and the Option Shares are
validly issued, fully paid and nonassessable. When the Additional Shares
are issued and paid for in accordance with the Plan, they will be 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 Reoffer Prospectus which is 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 purposes,
without our prior written consent.
Very truly yours,
/s/ Thompson Hine & Flory LLP
JMR:PCN
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, relating to the Omnicare, Inc. 1992 Long-Term Stock
Incentive Plan, of our report dated January 29, 1999 relating to the financial
statements and financial statement schedules, which appears in Omnicare Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998. We also consent
to the reference to us under the heading "Experts" in such Registration
Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Cincinnati, Ohio
May 3, 1999
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Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Reoffer Prospectus which is a part of the Registration Statement (Form S-8)
and to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Omnicare, Inc. 1992 Long-Term Stock Incentive
Plan of our report dated March 6, 1998, with respect to the consolidated
financial statements of CompScript, Inc., included in Omnicare, Inc.'s Annual
Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
West Palm Beach, Florida
May 3, 1999
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Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 5, 1998 on IBAH, Inc.'s, 1997 and 1996 financial statements included in
Omnicare, Inc.'s Form 10-K for the year ended December 31, 1998 and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Philadelphia, PA
May 2, 1999
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