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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2004
OMNICARE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 1-8269 31-1001351
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
100 East RiverCenter Boulevard
Suite 1600
Covington, Kentucky 41011
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 859-392-3300
Not applicable
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(Former name or former address, if
changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Omnicare, Inc. (the 'Company') from time to time grants non-qualified stock
options and restricted stock awards to certain executive officers and employees
of the Company pursuant to the Company's 2004 Stock and Incentive Plan. Such
grants are in substantially the forms filed herewith as (i) Exhibit
10.01 -- form of stock option award letter, (ii) Exhibit 10.02 -- form of
restricted stock award letter for executive officers and (iii) Exhibit
10.03 -- form of restricted stock award letter for employees of the Company who
are not executive officers.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.01 Form of Stock Option Award Letter
10.02 Form of Restricted Stock Award Letter (Executive Officers)
10.03 Form of Restricted Stock Award Letter (Employees Other Than
Executive Officers)
SIGNATURES
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 hereunto duly authorized.
OMNICARE, INC.
By: /s/ Cheryl D. Hodges
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Name: Cheryl D. Hodges
Title: Senior Vice President and Secretary
Dated: December 1, 2004
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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10.01 Form of Stock Option Award Letter
10.02 Form of Restricted Stock Award Letter (Executive Officers)
10.03 Form of Restricted Stock Award Letter (Employees Other Than
Executive Officers)
</Table>