UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Amendment No. 1)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2010
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-8269
Omnicare, Inc.
(Exact name of Registrant as specified in its Charter)
Delaware | 31-1001351 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
100 East RiverCenter Boulevard Covington, Kentucky | 41011 |
(Address of Principal Executive Offices) | (Zip Code) |
(859) 392-3300
(Registrant’s telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨ Non-Accelerated filer ¨ Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o No x
Common Stock Outstanding
Number of Shares | Date | ||||
Common Stock, $1 par value | 118,161,387 | June 30, 2010 |
Explanatory Note
Omnicare, Inc. is filing this Amendment No. 1 (the “Form 10Q/A”) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (“the Form 10-Q”), filed with the Securities and Exchange Commission (“SEC”) on August 5, 2010, for the sole purpose of furnishing the Interactive Data File as Exhibit 101. The Interactive Data File was inadvertently omitted from the Form 10-Q as originally filed due to unanticipated technical difficulties.
No other changes have been made to the Form 10-Q. This Form 10Q/A continues to speak of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-Q.
ITEM 6 - EXHIBITS
See Index of Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Omnicare, Inc. Registrant | |||
Date: August 5, 2010 | By: | /s/ John L. Workman | |
John L. Workman | |||
Executive Vice President and | |||
Chief Financial Officer (Principal Financial and Accounting Officer) |
INDEX OF EXHIBITS
Number and Description of Exhibit (Numbers Coincide with Item 601 of Regulation S-K) | Document Incorporated by Reference from a Previous Filing, Filed Herewith or Furnished Herewith, as Indicated Below | ||
(3.1) | Restated Certificate of Incorporation of Omnicare, Inc. (as amended) | Form 10-K March 27, 2003 | |
(3.3) | Third Amended and Restated By-Laws of Omnicare, Inc. | Form 8-K December 23, 2008 | |
(10.1) | Separation and Consulting Agreement, effective as of June 29, 2010, among Omnicare, Inc., Omnicare Management Company, MMD Professional Services, LLC and Patrick E. Keefe* | Previously Filed | |
(12) | Statement of Computation of Ratio of Earnings to Fixed Charges | Previously Filed | |
(31.1) | Rule 13a-14(a) Certification of Interim Chief Executive Officer of Omnicare, Inc. in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 | Previously Filed | |
(31.2) | Rule 13a-14(a) Certification of Chief Financial Officer of Omnicare, Inc. in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 | Previously Filed | |
(32.1) | Section 1350 Certification of Interim Chief Executive Officer of Omnicare, Inc. in accordance with Section 906 of the Sarbanes-Oxley Act of 2002** | Previously Furnished | |
(32.2) | Section 1350 Certification of Chief Financial Officer of Omnicare, Inc. in accordance with Section 906 of the Sarbanes-Oxley Act of 2002** | Previously Furnished | |
(101) | The following materials from the Omnicare, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statement of Cash Flows and (iv) the Notes to Consolidated Financial Statements tagged as blocks of text | As provided in Rule 406T of Regulation S-T, this information is furnished herewith and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securitites Exchange Act of 1934 |
* Indicates management contract or compensatory arrangement.
** A signed original of this written statement required by Section 906 has been provided to Omnicare, Inc. and will be retained by Omnicare, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
E-1