<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 2000
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
100 EAST RIVERCENTER BLVD.
COVINGTON, KENTUCKY 41011
(Address of Principal Executive Offices)
--------------
OMNICARE, INC. STOCKPLUS PROGRAM
(Full Title of the Plan)
CHERYL D. HODGES,
SECRETARY
OMNICARE, INC.
SUITE 1600
100 EAST RIVERCENTER BLVD.
COVINGTON, KENTUCKY 41011
(606) 392-3300
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, par value 2,500,000 $15.6875 $39,218,750 (2) $10,353.75
$1.00 per share(l)
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------
(1) There are also being registered hereunder an equal number of Purchase
Rights, which are currently attached to and transferable only with the
Common Stock registered hereby, issuable pursuant to the Registrant's
Stockholder Rights Plan.
(2) Calculated in accordance with Rule 457(h)(1) of the Securities Act of 1933,
as amended (the "Securities Act") based on the average of the high and low
price of the Common Stock as reported on the New York Stock Exchange on May
10, 2000.
<PAGE>
PART I
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
- -----------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act, and the "Note" to Part I of
Form S-8.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Omnicare, Inc., a Delaware
corporation ("Omnicare"), with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference herein and shall be deemed a part
hereof:
(a) The Annual Report of Omnicare on Form 10-K for the fiscal year ended
December 31, 1999, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed by Omnicare pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 1999.
(c) The description of Omnicare's Common Stock set forth in Omnicare's
Registration Statement on Form 8-A/A-1 (File No. 1-8269) filed with
the Commission on April 17, 1996.
All documents filed by Omnicare pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement 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 so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF THE SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed upon for Omnicare
by Peter Laterza, Vice President and General Counsel of Omnicare, who owns
beneficially 7,253 shares of Omnicare's Common Stock and has options to purchase
33,375 shares of the Omnicare's Common Stock that are not currently exercisable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation, as amended, and Amended 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 legal 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.
In addition, Omnicare maintains directors' and officers' liability insurance
policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -------------------------------------------------------------------
<S> <C>
4.1 Restated Certificate of Incorporation of Omnicare
(incorporated herein by reference to Omnicare's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996).
4.2 Certificate of Amendment of Omnicare's Restated Certificate of
Incorporation (incorporated herein by reference to Omnicare's
Registration Statement on Form S-4 (File No. 333-53749), filed
with the Commission on May 27, 1998).
4.3 Amended Bylaws of the Omnicare (incorporated herein by
reference to Omnicare's Registration Statement on Form S-3
(File No. 333-64441), filed with the Commission on September
28, 1998).
4.4 Omnicare, Inc. StockPlus Program.
5 Opinion of Peter Laterza, as to the legality of the securities
to be registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Peter Laterza (contained in the opinion filed as Exhibit 5).
24 Power of Attorney (included on the signature pages hereof).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
3
<PAGE>
(a) (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
(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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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.
(b) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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
4
<PAGE>
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Omnicare certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the town
of Covington, Commonwealth of Kentucky, on the 12th day of May, 2000.
OMNICARE, INC.
By /s/ Peter Laterza
-------------------------------
Peter Laterza,
Vice President and General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons
whose signature appears below hereby constitutes and appoints Edward L. Hutton,
Joel F. Gemunder and Cheryl D. Hodges his or her true and lawful
attorneys-in-fact and agents, with full power of substitution, and each with
power to act alone, to sign and execute on behalf of the undersigned any and all
amendments or supplements to this Registration Statement, and to perform any
acts necessary to be done in order to file any and all such amendments and
supplements with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, and each of the undersigned does
hereby ratify and confirm all that said attorneys-in-fact and agents, or their
substitutes, shall 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.
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------ ---------------------------------- ----------------------
<S> <C> <C>
Chairman and Director May 12, 2000
/s/ Edward L. Hutton (Principal Executive Officer)
- ---------------------------
Edward L. Hutton
President and Director May 12, 2000
/s/ Joel F. Gemunder (Principal Executive Officer)
- ---------------------------
Joel F. Gemunder
Senior Vice President and Chief May 12, 2000
Financial Officer
(Principal Financial Officer and
/s/ David W. Froesel, Jr. Principal Accounting Officer)
- ---------------------------------------
David W. Froesel, Jr.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------ ---------------------------------- ----------------------
<S> <C> <C>
/s/ Timothy E. Bien Director May 12, 2000
- ------------------------------------
Timothy E. Bien
/s/ Charles H. Erhart, Jr. Director May 12, 2000
- ------------------------------------
Charles H. Erhart, Jr.
/s/ Mary Lou Fox Director May 12, 2000
- ------------------------------------
Mary Lou Fox
/s/ Cheryl D. Hodges Director May 12, 2000
- ------------------------------------
Cheryl D. Hodges
/s/ Thomas C. Hutton Director May 12, 2000
- ------------------------------------
Thomas C. Hutton
/s/ Patrick E. Keefe Director May 12, 2000
- ------------------------------------
Patrick E. Keefe
/s/ Sandra E. Laney Director May 12, 2000
- ------------------------------------
Sandra E. Laney
/s/ Andrea R. Lindell Director May 12, 2000
- ------------------------------------
Andrea R. Lindell, DNSc, RN
/s/ Sheldon Margen Director May 12, 2000
- ------------------------------------
Sheldon Margen, M.D.
/s/ Kevin J. McNamara Director May 12, 2000
- ------------------------------------
Kevin J. McNamara
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<C> <C>
4.1 Restated Certificate of Incorporation of Omnicare
(incorporated herein by reference to Omnicare's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1996).
4.2 Certificate of Amendment of Omnicare's Restated Certificate
of Incorporation (incorporated herein by reference to
Omnicare's Registration Statement on Form S-4 (File No.
333-53749), filed with the Commission on May 27, 1998).
4.3 Amended Bylaws of Omnicare (incorporated herein by reference
to Omnicare's Registration Statement on Form S-3 (File No.
333-64441), filed with the Commission on September 28,
1998).
4.4 Omnicare, Inc. StockPlus Program.
5 Opinion of Peter Laterza, as to the legality of the
securities to be registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Peter Laterza (contained in the opinion filed as
Exhibit 5).
24 Power of Attorney (included on the signature pages hereof).
</TABLE>
<PAGE>
Exhibit 4.4
OMNICARE, INC.
STOCKPLUS PROGRAM
1. PURPOSE. The purpose of the Program is to assist the Company in
increasing the share ownership of Eligible Employees of the Company and to
enable such Eligible Employees to acquire or increase a proprietary interest in
the Company. Subject to the terms of the Program, Participants will be given the
opportunity under the Program to purchase shares of Common Stock and be granted
a Related Option.
2. DEFINITIONS AND RULES OF CONSTRUCTION.
(a) Definitions. For purposes of the Program, the following capitalized
words shall have the meanings set forth below:
"Account" means an account established by the Company in
accordance with Section 9 to record a Participant's Cash Contributions,
Program Shares and Related Options.
"Account Balance" means, collectively, as of any date, the
value of a Participant's Cash Account Balance, the number of Program
Shares in a Participant's Account and the outstanding Related Options
granted to the Participant.
"Affiliate" has the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended from time to time.
"Board" means the Board of Directors of Omnicare.
"Cash Account Balance" means, as of a given date, the sum of
the Cash Contributions credited to a Participant's Account and not
applied to the purchase of Program Shares.
"Cash Contribution" means, subject to the Program Limitations
and a Participant's Total Contribution election for each Program Year,
either (i) the dollar amount to be deducted from each paycheck received
by a Participant during the Program Year provided that such amount
shall not exceed the dollar amount of a Participant's after-tax pay or
(ii) a Participant's Payment for that year.
"Change in Eligibility Status" has the meaning set forth in
Section 8(c)(i).
"Code" means the Internal Revenue Code of 1986, as amended
from time to time, and the rulings and regulations promulgated
thereunder.
"Committee" means the Compensation and Incentive Committee of
the Board, or such other committee of the Board as may be designated by
the Board.
"Common Stock" means the common stock, par value $1.00 per
share, of Omnicare.
"Company" means (i) Omnicare and any successor thereto and
(ii) each direct or indirect subsidiary of Omnicare of which Omnicare
owns at least fifty percent of the total combined voting power of all
of such subsidiary's classes of stock and any successor thereto.
"Compensation" means (i) for an exempt Eligible Employee, the
Eligible Employee's annualized pre-tax base salary, excluding any bonus
and commissions, (ii) for a non-exempt Eligible Employee, the Eligible
Employee's annualized pre-tax pay based on his regularly scheduled
workweek, including overtime, but excluding any bonus and commissions,
and (iii) for a Non-Employee Director, an
<PAGE>
amount not to exceed $20,000. The annualized pre-tax base salary or the
annualized pre-tax pay, as applicable, will be determined for an
Eligible Employee as of May 1, 2000 for the first Program Year and as
of the January 1st immediately preceding the relevant Program Year for
each Program Year thereafter, except that, in the case of an Eligible
Employee who is not employed by the Company on the applicable
determination date, the annualized pre-tax base salary or the
annualized pre-tax pay, as applicable, will be determined as of the
first day on which the individual is eligible to participate in the
Program.
"Effective Date" means June 1, 2000.
"Eligible Employee" means any employee of the Company who, in
the judgment of the Plan Administrator, is scheduled to work at least
twenty hours per week on a regular basis and has performed services for
the Company for a period of six months and any other individuals as may
be designated from time to time by the Plan Administrator. In the event
of a reduction of a Participant's hours below the twenty hour per week
minimum, any corresponding Change in Eligibility Status shall be
determined in accordance with the applicable provisions of the
Omnicare, Inc. 401(k) Plan. Eligible Employee shall not include the
following: (i) any individual who is characterized by the Company as an
"independent contractor" or a "leased worker" regardless of whether or
not such classification is substantially upheld by a court or
governmental authority; (ii) any individual who is covered by a
collective bargaining agreement; (iii) any individual whose employment
contract, offer letter or similar agreement with the Company provides
that such individual shall not be eligible to participate in the
Program; and (iv) any individual who is employed in an employment
category that the Plan Administrator determines is ineligible to
participate in the Program.
"Enrollment Form" means a written, electronic or other form
prescribed by the Plan Administrator and meeting the requirements of
Section 6(b) pursuant to which an Eligible Employee or a Non-Employee
Director elects to participate in the Program.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and the rulings and regulations promulgated
thereunder.
"Fair Market Value" has the meaning set forth in Section
6(d)(ii).
"Financial Hardship" means the occurrence of any of the
following which justifies the withdrawal of Program Shares prior to the
expiration of the Share Holding Period: (i) tuition payments for
post-secondary education of the Participant or his spouse or dependents
incurred no more than four months before or after such Financial
Hardship request; (ii) costs directly related to the purchase or
construction of a Participant's principal residence; (iii) expenses for
medical care previously incurred by a Participant or his spouse or
dependents, or necessary for these persons to obtain such medical care,
that are not reimbursed by the Participant's medical carrier; (iv)
amounts necessary to prevent the eviction of a Participant from his
principal residence or the need to prevent foreclosure on the mortgage
of his principal residence; or (v) any other type of expenses that are
deemed by the Plan Administrator and the Commissioner of the Internal
Revenue Service through revenue rulings, notices and other
administrative pronouncements of general applicability to constitute
immediate and heavy financial burden for purposes of Section 401(k) of
the Code.
"Human Resources" means the Omnicare Human Resources office.
"Long-Term Disability Status" has the meaning set forth in
Section 8(c)(iii).
"Multiplier" means two, or such other number as may be
approved by the Plan Administrator for all Participants or for a
specified class or classes of Participants. More than one Multiplier
may be in effect for different Participants or different classes of
Participants for each Program Year.
<PAGE>
"Non-Employee Director" means a member of the Board who is not
an employee of the Company.
"Omnicare" means Omnicare, Inc., a Delaware corporation, and
any successor thereto.
"Option Grant Date" means the last day of the Purchase Period.
"Participant" means an Eligible Employee of the Company or a
Non-Employee Director who has elected to participate in the Program in
accordance with Section 6. A Participant includes any individual who
has an Account Balance under the Program.
"Payment" means an amount of money provided to the Company by
a Participant to be applied to the purchase of Program Shares for the
Participant's Account, which must be received by Human Resources no
later than the thirtieth day of the applicable Program Year in the form
of a personal check, money order, wire transfer or such other method
approved by the Plan Administrator; provided, however, that if such
thirtieth day is not a business day, the payment must be received by
the next following business day.
"Plan Administrator" means the principal Human Resources
officer of Omnicare, the Treasurer of Omnicare or such other officer of
the Company as may be delegated by the Committee from time to time and
the delegate(s) of any such individual who shall be responsible for the
general administration of the Program, except that with respect to
Participants who are subject to Section 16 of the Exchange Act or
Section 162(m) of the Code, the Committee shall be responsible for the
administration of the Program.
"Program" means this Omnicare, Inc. StockPlus Program.
"Program Limitations" means, per Program Year, (i) in the case
of an Eligible Employee, an amount not in excess of six percent of the
Eligible Employee's Compensation applicable to such Program Year and
(ii) in the case of a Non-Employee Director, an amount not to exceed
$20,000.
"Program Shares" means the shares of Common Stock purchased by
a Participant that are subject to the transfer restrictions set forth
in Section 6(e).
"Program Year" means, unless the Plan Administrator determines
otherwise, June 1, 2000 through January 31, 2000 and each twelve-month
period commencing on each February 1st thereafter, prior to termination
of the Program in accordance with Section 11.
"Purchase Period" means the day or period of days that the
Program Administrator deems appropriate, typically one to two business
days and not to exceed five business days, during which the Cash
Account Balances of Participants are applied to the purchase of Program
Shares. Unless the Plan Administrator determines otherwise, the
Purchase Period for each Program Year shall begin on the fifth day of
each May, August, November and February and continue for up to five
business days; provided, however, that if such fifth day is not a
business day, the Purchase Period shall begin the next following
business day; and provided further that the first Program Year shall
not provide for a Purchase Period in May and, therefore, shall provide
for only three Purchase Periods.
"Quarterly Participation Period" means a period of three
months ending on the last day of each of April, July, October and
January during any part of which a Participant's Cash Contribution may
be collected by the Company for the purpose of purchasing Program
Shares; provided, however, that the first Program Year shall not
provide for a Quarterly Participation Period ending in April, and the
Quarterly Participation Period ending in July in the first Program Year
shall consist of a period of approximately sixty days.
"Record Keeper" means any person appointed by the Plan
Administrator (i) to maintain Program records and Participant Accounts,
(ii) to hold the shares that remain subject to the Transfer
restrictions described in Section 6(e), (iii) to purchase shares on
behalf of the Program in the open market
<PAGE>
or (iv) to whom authority under the Program is delegated, including a
third-party administrator. Notwithstanding anything to the contrary,
the person appointed pursuant to clause (iii) shall not be an
Affiliate.
"Related Options" means the stock options granted to a
Participant under the Stock Option Plans in connection with the
Participant's purchase of Program Shares and which are subject to the
vesting, forfeiture and other provisions of Section 7 and the relevant
Stock Option Plan.
"Share Holding Period" means, with respect to a Program Share,
the period beginning on the Option Grant Date related to such share and
ending on the earliest to occur of (i) the second anniversary of such
Option Grant Date, (ii) the date of a Change in Control, (iii) the date
that a Participant's employment with the Company ends for any reason
and (iv) such earlier date specified by the Plan Administrator.
"Stock Option Plans" means, collectively, the Omnicare, Inc.
1992 Long-Term Stock Incentive Plan, the Omnicare, Inc. 1998 Long-Term
Employee Incentive Plan, as amended and in effect immediately prior to
the Effective Date, and any other plan designated by the Plan
Administrator for the grant of Related Options.
"Total Contribution" means, per Program year, (i) the
percentage from one to six percent of a Participant's Compensation, in
whole percentages, that a Participant has elected to have deducted from
his Compensation over the course of the Program Year, (ii) the dollar
amount of the percentage from one to six percent of a Participant's
Compensation, in whole percentages, that a Participant has elected to
provide to the Company through a Payment or (iii) the dollar amount not
to exceed $20,000 that a Participant who is a Non-Employee Director has
elected to provide to the Company through a Payment.
"Transfer" means to sell, assign, transfer, distribute,
pledge, mortgage, encumber, otherwise dispose of or create an interest
in any property.
(b) Rules of Construction. Unless the context requires otherwise, the
masculine form of a word shall be deemed to include the feminine and the
singular form of a word shall be deemed to include the plural. Section
references are, unless otherwise noted, to sections of the Program.
(c) Stock Option Plans. Certain provisions of the Program are to be
read in conjunction with the provisions of the Stock Option Plans. In the event
of any discrepancy between the provisions of the Program concerning the Related
Options and the provisions of the Stock Option Plans, the provisions of the
applicable Stock Option Plan will prevail.
3. ADMINISTRATION.
(a) Generally. The Program shall be administered by the Plan
Administrator. The Plan Administrator shall have full and final authority, in
each case subject to and consistent with the provisions of the Program, (i) to
establish rules and regulations for the administration of the Program, (ii) to
construe and interpret the Program and the forms of award documents and to
correct defects, supply omissions or reconcile inconsistencies therein, (iii) to
make factual determinations in connection with the administration or
interpretation of the Program and (iv) to make all other decisions or
interpretations as the Plan Administrator may deem necessary or advisable for
the administration of the Program. Any decision of the Plan Administrator in the
administration of the Program shall be final and conclusive on all interested
persons, and any benefit under the Program shall be granted and distributed only
if the Plan Administrator decides in his discretion that the Participant is
entitled to it at the time of such distribution. Notwithstanding the above, the
grant of Related Options under the Program shall be made in accordance with the
terms and provisions of the stock option agreement attached to the Enrollment
Form and the applicable Stock Option Plan.
(b) Reliance and Indemnification. The Plan Administrator shall be
entitled to rely in good faith upon any report or other information furnished to
him by the Company or from the financial, accounting, legal or other advisers of
the Company. The Plan Administrator, and each officer, director or employee to
whom the Plan
<PAGE>
Administrator delegates authority hereunder, shall not be liable for any
determination or anything done or omitted to be done by him or any other such
individual in connection with the Program, except for his own willful misconduct
or as expressly provided by statute, and, to the extent permitted by law and the
bylaws of the Company, shall be fully indemnified and protected by the Company
with respect to such determination, act or omission. The provisions of this
Section 3(b) shall not apply to any third-party who is not an Affiliate.
4. ELIGIBILITY. Each Eligible Employee and Non-Employee Director of the
Company may participate in the Program by completing and filing with Human
Resources an Enrollment Form in accordance with Section 6(b). A newly hired
Eligible Employee may elect to participate in the Program at any time after the
six-month anniversary of his date of hire by completing an Enrollment Form and
filing it with Human Resources. A Non-Employee Director may elect to participate
in the Program at any time after his appointment to the Board by completing an
Enrollment Form and filing it with Human Resources. In the event that an
Eligible Employee elects to have his Cash Contribution deducted from his
paychecks, the Company shall begin deducting his Cash Contribution as soon as
practicable following the date of enrollment. In the event that a Participant
covenants to provide a Payment to the Company, the Company shall deposit such
Payment in an Account for the Participant as soon as practicable following the
receipt of the Payment.
5. COMMON STOCK SUBJECT TO THE PROGRAM. Omnicare is authorized to issue
up to 2.5 million shares of Common Stock as Program Shares under the Program.
Such shares of Common Stock may be (i) newly issued shares, (ii) reacquired
shares held in the treasury of Omnicare, (iii) shares held in an employee
benefit trust or similar arrangement which the Committee designates as a source
of shares in the Program and (iv) shares purchased by the Record Keeper in the
open market on behalf of the Program. Shares of Common Stock issued in
connection with the Related Options shall not be subject to the limit set forth
above but shall be subject to any applicable limit in the Stock Option Plan
pursuant to which the Related Options are granted.
6. PURCHASES OF PROGRAM SHARES.
(a) Program Years. The Program shall be implemented by consecutive (but
not concurrent) Program Years. The Plan Administrator shall have the authority
to delay the start of a Program Year, to curtail, suspend or terminate a Program
Year, or to cancel the start of one or more Program Years during the term of the
Program with respect to some or all of the Participants. In addition, the Plan
Administrator may curtail, suspend or terminate one or more Quarterly
Participation Periods or cancel the start of one or more Quarterly Participation
Periods related to a Program Year with respect to some or all of the
Participants. If the Plan Administrator suspends or terminates a Program Year or
a Quarterly Participation Period, the Plan Administrator may (i) apply the
Participant's Cash Account Balance to the purchase of Program Shares during the
next applicable Purchase Period, (ii) as promptly as practicable, remit to the
Participant the Participant's Cash Account Balance or (iii) undertake a
combination of the actions described in clauses (i) and (ii) in accordance with
procedures established by the Plan Administrator for this purpose.
(b) Elections. An Eligible Employee or a Non-Employee Director shall
become a Participant by completing an Enrollment Form pursuant to which the
Eligible Employee or the Non-Employee Director (i) specifies his Total
Contribution election subject to the Program Limitations, (ii) either authorizes
the Company to deduct the Eligible Employee's Cash Contribution from his
paychecks over the course of the Program Year or covenants to provide a Payment
to the Company in an amount equal to his Total Contribution, (iii) authorizes
the Company to apply his Cash Account Balance to the purchase of Program Shares,
(iv) agrees not to Transfer any Program Shares during the Share Holding Period
applicable to such Program Shares, (v) consents to the terms of the Program, the
terms of the Related Options, and the terms of the stock option agreement
attached to the Enrollment Form and (vi) consents to such other terms and
conditions as the Plan Administrator deems necessary or advisable. Unless the
Plan Administrator determines otherwise, an Enrollment Form shall be effective
as soon as practicable following timely receipt of the Enrollment Form or as
otherwise provided in Section 4.
(c) Cash Contribution.
(i) A Participant shall specify on his Enrollment Form, subject to the
Program Limitations, the Total Contribution that shall either be deducted
from his Compensation over the course of the Program
<PAGE>
Year or provided to the Company by the Participant through a Payment. In
the event that a Participant elects to provide his Total Contribution to
the Company through a Payment, such amount shall be provided to the Company
in accordance with Section 12(k).
(ii) The complete Enrollment Form shall be deemed to be an election to
participate in the Program unless the Participant elects to cease
participation in the Program in accordance with Section 8(a) or 8(b).
Unless the Plan Administrator determines otherwise, a Participant shall
continue to participate in the Program until the Participant provides
notice of his intent to cease participation in the Program to Human
Resources in accordance with Section 8(a) or 8(b).
(d) Purchase of Program Shares.
(i) A Participant's Cash Contribution shall be credited to a
Participant's Account under the Program, and the Participant's Cash Account
Balance shall be applied during the next Purchase Period to the purchase of
whole Program Shares. No partial shares of Common Stock shall be purchased
or delivered under the Program, and any portion of the Cash Account Balance
that is not sufficient to purchase a whole share shall remain credited to
the Account and shall be applied to the purchase of Program Shares during a
subsequent Purchase Period in accordance with the provisions of this
Section 6.
(ii) The purchase price per Program Share shall be the Fair Market
Value. Fair Market Value means (i) with respect to shares of Common Stock
purchased from the Company or a trust or when granting a Related Option,
the average of the high and low sales prices of Common Stock on the New
York Stock Exchange on the date as of which such value is being determined,
(ii) with respect to shares of Common Stock purchased on the open market,
either the price paid for such shares or if such shares are purchased
pursuant to a series of transactions, the weighted average price paid per
share and (iii) with respect to shares of Common Stock, some of which are
purchased from the Company or a trust and some of which are purchased on
the open market, the weighted average purchase price over the Purchase
Period, which average shall include the average of the high and low sales
prices of Common Stock on the New York Stock Exchange on the date as of
which such value is being determined with respect to shares that are
purchased from the Company or trust.
(e) Restrictions and Rights with Respect to Program Shares.
(i) During the Share Holding Period applicable to a Participant's
Program Shares, the Participant shall not be permitted to Transfer the
Program Shares, unless such Transfer is permitted in accordance with the
Financial Hardship provisions of Section 8(b). Program Shares held in
certificate or book entry form shall, to the extent the Plan Administrator
deems advisable, contain an appropriate legend or notation indicating this
Transfer restriction.
(ii) During the Share Holding Period, Program Shares shall be held by
the Record Keeper for the benefit of the Participant, and the Participant
shall have the right to vote such Program Shares and to receive all
dividends and other distributions in respect thereof; provided, however,
that any dividends shall be held in the Participant's Account until such
time as the accumulated dividend amount equals at least $5, and, as soon as
practicable thereafter, such dividend amount shall be distributed to the
Participant. In the event of a stock split, stock dividend or distribution
of property other than cash affecting the Program Shares, the shares of
Common Stock received in connection with such stock dividend or stock split
and the property received in such distribution shall, unless the Plan
Administrator determines otherwise, be subject to the Transfer restrictions
set forth in Section 6(e)(i).
(iii) Following the expiration of the Share Holding Period, all
restrictions on the transfer of Program Shares (other than those
restrictions imposed by applicable securities laws or the policies on
trading of the Company) shall cease, and the Program Shares shall be
available to the Participant.
(iv) Program Shares shall at all times be fully vested and
nonforfeitable.
<PAGE>
7. RELATED OPTION GRANTS.
(a) Grant of Related Options. On an Option Grant Date, each Participant
who acquires Program Shares during the corresponding Purchase Period shall be
granted a Related Option under the Stock Option Plan applicable to the
Participant to purchase Common Stock. The exercise price per share of the
Related Option shall be equal to the Fair Market Value as of the Option Grant
Date. The number of shares subject to the Related Option shall equal the number
of Program Shares acquired by the Participant during the Purchase Period
multiplied by the approved Multiplier.
(b) Terms and Vesting of Related Options. Unless the Plan Administrator
determines otherwise, Related Options shall have a ten-year term and shall vest
and become exercisable on the fourth anniversary of the date of grant thereof,
provided that the Participant is an employee or a Non-Employee Director of the
Company on such anniversary date. Related Options shall be nonqualified stock
options and not incentive stock options within the meaning of Section 422 of the
Code. The Related Options shall contain such other terms and conditions as may
be required by the Stock Option Plan pursuant to which the Related Options are
granted or that the Plan Administrator determines to be necessary or advisable.
(c) Forfeiture of Related Options. Unless the Plan Administrator
determines otherwise, a Related Option shall be immediately forfeited without
further action by the Company if the Participant Transfers the corresponding
Program Shares prior to the expiration of the Share Holding Period, if the
Program Shares are delivered to the Participant prior to the end of the Share
Holding Period, or pursuant to any forfeiture provision of the Stock Option
Plans or related stock option agreement.
8. TERMINATION OF CASH CONTRIBUTION; FINANCIAL HARDSHIP WITHDRAWAL;
EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON THE BOARD; CHANGE OF TOTAL
CONTRIBUTION.
(a) Termination of Cash Contribution. A Participant shall have the
right to elect in writing to terminate his Cash Contribution for a Program Year
prior to the beginning of such Program Year, provided that notice of such
termination is received by Human Resources no later than thirty days prior to
the beginning of the applicable Program Year, and such change shall be effective
as of the first day of the applicable Program Year. A Participant who
participates through payroll deductions shall have the right to elect in writing
one time during each Program Year to terminate his Cash Contribution to the
Program, which termination shall be effective as soon practicable following
receipt by Human Resources of the termination of Cash Contribution request form.
The Participant's Cash Account Balance shall be refunded to the Participant as
soon as practicable following the receipt of the termination of Cash
Contribution request form. Any termination of Cash Contribution election by a
Participant shall be irrevocable for that Program Year once made. A Participant
who makes a termination of Cash Contribution election for a Program Year shall
be precluded from participating in the Program again until the start of the next
Program Year, provided that the Participant files a new Enrollment Form for such
Program Year in accordance with Section 6(b). No termination of Cash
Contribution election by a Participant under this Section 8(a) shall affect any
Program Shares purchased on behalf of the Participant prior to the date the
termination of Cash Contribution request form is received by the Company.
(b) Financial Hardship. A Participant may file a written election with
the Plan Administrator, in accordance with procedures established by the Plan
Administrator for this purpose, to request the Company to deliver to him all or
a portion of the Program Shares credited to his Account as a result of Financial
Hardship, which shall be determined by the Plan Administrator. Any termination
due to a Financial Hardship election shall be irrevocable once received by the
Company. If Program Shares are delivered to the Participant as a result of
Financial Hardship, all Related Options connected to those Program Shares shall
be immediately forfeited as of the date of the delivery of such Program Shares
without further action by the Company. In addition, the Participant shall not be
eligible to participate in the Program again until the next Program Year
following the Program Year during which such delivery occurs, provided that the
Participant files a new Enrollment Form for such Program Year in accordance with
Section 6(b).
Anything in the Program to the contrary notwithstanding, in the event
that a Participant makes an election to terminate participation due to Financial
Hardship, the Company shall stop deducting the Participant's Cash Contribution,
if applicable, and refund the balance of the Participant's Cash Account Balance
to the Participant
<PAGE>
as soon as administratively practicable following the date of the approval of
the Financial Hardship election. The additional amounts needed with respect to
the Financial Hardship may be satisfied from the Program Shares purchased in any
Quarterly Participation Period prior to the date of the request. The Program
Shares shall be delivered to the Participant on a "last-in first-out" basis as
soon as practicable following the date of the receipt of the Financial Hardship
request by the Company.
The Participant must provide to the Plan Administrator a written
certification executed by the Participant of the event(s) which constitutes
Financial Hardship and the amount necessary to be withdrawn under the Program to
alleviate the Financial Hardship. The Plan Administrator shall have the sole
discretion to determine whether the evidence presented (i) constitutes a
Financial Hardship under the Program and (ii) demonstrates a need for the dollar
amount requested by the Participant.
(c) Termination of Employment or Service on the Board.
(i) Anything in the Program to the contrary notwithstanding, unless the
Plan Administrator determines otherwise, no Program Shares shall be
purchased on behalf of a Participant, and no Related Option shall be granted
to a Participant, who is not an employee or Non-Employee Director of the
Company as of the applicable Purchase Period. Unless the Plan Administrator
determines otherwise, in the event that a Participant ceases to be an
Eligible Employee but is still an employee of the Company (a "Change in
Eligibility Status"), the Cash Contribution shall cease to be collected on
the date on which the Change in Eligibility Status is deemed to occur. In
addition, the Participant's Cash Account Balance shall be refunded to the
Participant as soon as practicable thereafter. No Change in Eligibility
Status under this Section 8(c)(i) shall affect any Program Shares purchased
on behalf of the Participant prior to the date the Change in Eligibility
Status occurs, unless otherwise determined by the Plan Administrator.
(ii) In the event of a Participant's termination of employment or
service on the Board as a Non-Employee Director for any reason, the Company
shall pay to the Participant, in a lump sum as soon as practicable following
the date of such termination but in no event later than thirty days
following the last day of the Quarterly Participation Period coincident with
or following the date on which the termination occurs, the full amount of
the Participant's Cash Account Balance. In addition, the Program Shares
credited to the Participant's Account shall be free of all the restrictions
on Transfer. The Participant shall receive a Program notice of termination
of employment or service on the Board as a Non-Employee Director as soon as
practicable after the end of the month in which the termination occurs.
Pursuant to this notice, the Participant shall instruct the Plan
Administrator on the disposition of the Participant's Program Shares, and
the Plan Administrator shall act upon these instructions no later than
thirty days following the last day of the Quarterly Participation Period
coincident with or following the date on which the instructions are
received.
(iii) The Cash Contribution shall cease to be deducted from a
Participant's Compensation on the date that the Participant begins receiving
disability benefit payments as a result of the Participant's long-term
disability status under the Company long-term disability plan(s) applicable
to such Participant ("Long-Term Disability Status"). The Participant's Cash
Account Balance shall be refunded to the Participant as soon as practicable
following notice of Long-Term Disability Status to Human Resources. Unless
otherwise determined by the Plan Administrator, Program Shares purchased on
behalf of a Participant on Long-Term Disability Status shall be free of all
the restrictions on Transfer and shall be released to the Participant as
soon as practicable following notice of Long-Term Disability Status to Human
Resources.
(iv) The Plan Administrator shall have discretion to determine how
approved leaves of absence will be treated under the Program.
(v) The effect of a Participant's termination of employment or service
on the Board as a Non-Employee Director for any reason on the Related
Options shall be governed by the terms of the applicable Stock Option Plan
and corresponding option agreement.
(d) Change of Total Contribution. A Participant shall have the right to
elect in writing to change the amount of his Total Contribution and/or the form
of his Total Contribution for a Program Year one time
<PAGE>
prior to the beginning of each Program Year, provided that notice of such change
of Total Contribution is received by the Human Resources no later than thirty
days prior to the beginning of the applicable Program Year, and such change
shall be effective as of the first day of the applicable Program Year. A
Participant who is participating in the Program through payroll deductions shall
also be permitted to elect in writing to change the amount of his Total
Contribution one time during each Program Year, except in the case of Financial
Hardship, as described above, and such change shall become effective as soon as
practicable following notice of such change to Human Resources. Except in the
case of Financial Hardship described above, in the event that a Participant
elects to reduce the amount of his Total Contribution to less than one percent,
such election shall be deemed null and void.
9. ACCOUNTS.
(a) Establishment of Accounts. The Company shall establish and maintain
(or cause to be established and maintained) an Account for each Participant to
record increases and decreases in the Participant's Cash Account Balance,
Program Shares and Related Options.
(b) Account Statements. The Company shall provide Participants with a
statement of their Account no less frequently than annually.
(c) Cash Account Balances. The Company shall not be obligated to
segregate a Participant's Cash Account Balance from its other assets or to
establish any trust or separate fund to hold such Cash Account Balance. No
interest shall accrue with respect to a Participant's Cash Account Balance
regardless of the period of time for which such Cash Account Balance is held and
regardless of whether Program Shares are actually purchased with such Cash
Account Balance.
10. CHANGE IN CONTROL.
(a) Effect of a Change in Control. In the event of a Change in Control
of Omnicare, (i) all Transfer restrictions will immediately lapse on all Program
Shares, (ii) the Cash Contributions will cease to be withheld from Participants'
Compensation or accepted by the Company, (iii) all purchases of Program Shares
on behalf of Participants will terminate and (iv) each Participant's Cash
Account Balance will be paid to the Participant as soon as practicable following
the date of the Change in Control. The effect of a Change in Control on the
Related Options will be governed by the terms and conditions of the Stock Option
Plans and the corresponding stock option agreements under which each Related
Option is granted.
(b) Change in Control Defined. For the purposes of this Program,
"Change in Control" shall mean the occurrence of one of the following events:
(i) any Person becomes a beneficial owner, directly or indirectly, of
securities of Omnicare representing 15% or more of the combined voting power
of Omnicare's then outstanding securities;
(ii) the merger or consolidation of Omnicare with or into another
entity (or other similar reorganization), whether or not Omnicare is the
surviving corporation, in which the stockholders of Omnicare immediately
prior to the effective date of such transaction own less than 50% of the
voting power in the surviving entity;
(iii) the sale or other disposition of all or substantially all of the
assets of Omnicare or a complete liquidation or dissolution of Omnicare; or
(iv) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board cease for any reason to
constitute at least a majority of the Board, unless the nomination for the
election by Omnicare's stockholders of each new director was approved by a
vote of at least one-half of the persons who were directors at the beginning
of the two-year period.
For purposes of this definition, a "Person" shall mean any individual,
firm, company, partnership, other entity or group, but excluding Omnicare, its
Affiliates, any employee benefit plan maintained by Omnicare, or an underwriter
temporarily holding securities pursuant to an offering of such securities.
<PAGE>
For purposes of this definition, a Person shall be deemed the
"beneficial owner" of any securities (i) which such Person or any of its
Affiliates or Associates beneficially owns, directly or indirectly; or (ii)
which such Person or any of its Affiliates or Associates has, directly or
indirectly, (1) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise, or (2) the right to vote pursuant to
any agreement, arrangement or understanding; or (iii) which are beneficially
owned, directly or indirectly, by any other Person with which such Person or any
of its Affiliates or Associates has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of any securities.
For purposes of this definition, the term "Associate" shall have the
meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations
promulgated by the Securities and Exchange Commission under the Exchange Act, as
amended from time to time.
11. AMENDMENT AND TERMINATION. The Board or Committee may at any time
and for any reason suspend, amend or terminate the Program, except that (i) no
such termination shall adversely affect Program Shares previously purchased or
Related Options previously granted without the Participant's consent, (ii) no
Program Shares will be purchased after any such termination and (iii) each
Participant's Cash Account Balance will be paid to the Participant as soon as
practicable following the date of any such termination.
12. MISCELLANEOUS PROVISIONS.
(a) Rights Not Transferable. A Participant's right to participate in
the Program may not be subject to any assignment, transfer, pledge or other
disposition.
(b) No Right to Continued Employment. Neither the creation of the
Program, the purchase of Program Shares nor the granting of Related Options
hereunder shall be deemed to create a condition of employment or right to
continued employment with the Company or affect an employee's status as an
"employee at will," and each Participant shall be and shall remain subject to
discharge by the Company as though the Program had never come into existence.
(c) Consent to Program. By filing an Enrollment Form with the Company
and accepting any Program Share or Related Option or other benefit under the
Program, each Participant and each person claiming under or through him shall be
conclusively deemed to have indicated his acceptance and ratification of, and
consent to, any action taken under the Program by the Company, the Board or the
Plan Administrator.
(d) Wage and Tax Withholding. Nothing in the Program shall preclude the
Company from withholding from a Participant's Compensation or from any other
remuneration payable to the Participant the minimum amounts that are required to
be withheld under federal, state and local income and payroll tax withholding
laws.
(e) Compliance with Securities Laws. No Program Shares may be purchased
under the Program or delivered to a Participant unless and until the Company
determines that such purchase and delivery complies with all applicable
securities laws. A Related Option may not be exercised, and no shares of Common
Stock may be issued in connection with such options, unless the Company
determines that the issuance of such shares has been registered under the
Securities Act of 1933, as amended.
(f) Capital Changes. In the event of changes in the Common Stock of
Omnicare due to a stock split, reverse stock split, stock dividend, combination,
reclassification or like change in Omnicare's capitalization, or in the event of
any merger, sale or other reorganization, appropriate adjustments shall be made
by the Plan Administrator to preserve the original intent of the Program.
(g) Beneficiary Designation. In the event of the death of a
Participant, the Company shall pay or deliver the Account Balance to the
executor or administrator of the estate of the Participant as soon as
practicable following the death of the Participant.
<PAGE>
(h) Awards to Individuals Subject to Non-U.S. Jurisdictions. To the
extent that Program Shares or Related Options are purchased by or granted to
Participants who are domiciled or resident outside of the United States or to
persons who are domiciled or resident in the United States but who are subject
to the tax laws of a jurisdiction outside of the United States, the Plan
Administrator may adjust the terms of the purchases of the Program Shares and
the Related Options to the extent reasonably necessary (i) to comply with the
laws of such jurisdiction and (ii) to permit the grant of the Related Options
and the purchase of the Program Shares not to be a taxable event to the
applicable Participant. The authority granted under the previous sentence shall
include the discretion of the Plan Administrator to determine whether or not to
permit non-U.S. residents to participate in any sub-plans applicable to separate
classes of Eligible Employees who are subject to the laws of jurisdictions
outside of the United States.
(i) Expenses. Except as otherwise determined by the Plan Administrator,
the costs and expenses of administering and implementing the Program shall be
borne by the Company.
(j) Effective Date. The Program shall become effective on the Effective
Date and shall remain in effect until terminated in accordance with Section 11.
(k) Payment to the Company. Payments in the form of a personal check or
a money order shall be made out to Omnicare. Payments in the form of a wire
transfer shall be made in accordance with instructions from Human Resources. All
such Payments shall be applied during the first Purchase Period of the
applicable Program Year.
(l) Broadly Based Plan. The Program is intended to comply with the
requirements to be a "broadly based" plan as provided in Section 3.12 of the New
York Stock Exchange, Inc. Listed Company Manual, as amended from time to time,
and the Plan Administrator shall have the authority to take any action necessary
to comply with these requirements.
(m) Governing Law. The validity, construction and effect of the
Program, any rules and regulations relating to the Program, and any option or
share documentation shall be determined in accordance with the laws of Delaware
applicable to contracts executed and performed within such state and without
giving effect to principles of conflicts of laws.
<PAGE>
EXHIBIT 5
[LETTER HEAD OF OMNICARE, INC.]
May 12, 2000
Omnicare, Inc.
100 East RiverCenter Blvd.
Suite 1600
Covington, KY 41011
Ladies and Gentlemen:
I am Vice President and General Counsel of, and in that capacity 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 2,500,000 shares of common stock, $1.00 par value per share, of
the Company (the "Shares") that may be issued under the Omnicare, Inc.,
StockPlus Program (the "Program").
I have examined and am 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 I
considered appropriate to permit me to render an informed opinion, it is my
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 when they are issued
and paid for in accordance with the Program, they will be validly
issued, fully paid and nonassessable.
This opinion is limited to the effect of the General Corporation Laws
of the State of Delaware, including the statutory provisions, all applicable
provisions of the Delaware Constitution and reported judicial opinions
interpreting these laws, as in effect on the date hereof. Accordingly, I express
no opinion with respect to the effect of any other laws.
<PAGE>
I consent to the use of this opinion as an Exhibit to 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 my prior written consent.
Very truly yours,
/S/ Peter Laterza
Peter Laterza
Vice President
and General Counsel
<PAGE>
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. StockPlus Program, of our
report dated February 4, 2000 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, 1999.
PricewaterhouseCoopers LLP
Cincinnati, Ohio
May 11, 2000
<PAGE>
Exhibit 23.2
Consent of Independent Certified Public Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Omnicare, Inc. Stock Plus Program 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, 1999, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
West Palm Beach, Florida
May 11, 2000
<PAGE>
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 statements of operations, stockholders' equity
and cash flows for the year ended December 31, 1997 included in Omnicare, Inc.'s
Form 10-K for the year ended December 31, 1999 and to all references to our firm
included in this registration statement.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
May 11, 2000
