0000353230-12-000009.txt : 20120927 0000353230-12-000009.hdr.sgml : 20120927 20120927160409 ACCESSION NUMBER: 0000353230-12-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120921 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120927 DATE AS OF CHANGE: 20120927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNICARE INC CENTRAL INDEX KEY: 0000353230 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 311001351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08269 FILM NUMBER: 121113251 BUSINESS ADDRESS: STREET 1: 900 OMNICARE CENTER STREET 2: 401 E. FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137192600 MAIL ADDRESS: STREET 1: 900 OMNICARE CENTER STREET 2: 401 E. FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 8-K 1 a8-k9x27x12.htm 8-K 8-K (9-27-12)



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 21, 2012

Omnicare, Inc.
 
(Exact name of Registrant as specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

 
 
1-8269
31-1001351
(Commission File Number)
(I.R.S. Employer Identification No.)

201 East 4th Street
Cincinnati, Ohio 45202
(Address of Principal Executive Offices, Including Zip Code)

(513) 719-2600
(Registrant's telephone number, including area code)

Not applicable
(Former name and 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









  
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(b)(e) Jeffrey M. Stamps, Executive Vice President and President - Long Term Care Group of Omnicare, Inc. (the “Company”), has resigned from the Company effective as of November 15, 2012. The Company and Mr. Stamps entered into a Separation Agreement, dated as of September 21, 2012. The Separation Agreement provides that, in accordance with Mr. Stamps' employment agreement, Mr. Stamps will receive an aggregate cash severance amount of $730,313, payable in equal installments over eighteen months. In addition, on the termination date, 76,989 shares of restricted common stock and options to purchase 20,057 shares of common stock previously granted to Mr. Stamps will become vested in accordance with Mr. Stamps' employment agreement. Mr. Stamps will also receive benefits and amounts due under the Company's welfare and pension benefit plans, and will be paid for unused and accrued vacation time. Mr. Stamps will be subject to noncompetition and nonsolicitation covenants for eighteen months following his resignation. In addition, the Separation Agreement contains a release of claims in favor of the Company.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Omnicare, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
OMNICARE, INC.
 
 
 
 
 
 
 
 
By:
 
/s/ Alexander M. Kayne
 
 
 
 
 
 
Name: Alexander M. Kayne
 
 
 
 
 
 
Title:   Senior Vice President, General Counsel and Secretary

Dated:  September 27, 2012