8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) – April 6, 2006

OMNICARE, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	1-8269	31-1001351
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 East RiverCenter Boulevard
Suite 1600
Covington, Kentucky	41011
(Address of Principal Executive Offices)	(Zip Code)

(859) 392-3300

(Registrant’s telephone number, including area code)

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:

¨ 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))

Item 1.01 Entry into a Material Definitive Agreement.

On April 6, 2006, Omnicare, Inc. (the “Company”) executed amendments to the employment agreements with (i) Mr. Gemunder, (ii) Mr. Keefe and (iii) Ms. Hodges (A) extending the term of such executive’s employment agreement for a period of one year from and after the stated expiration date of each respective employment agreement and (B) providing that the minimum base salary payable to each such person shall be such person’s base salary as in effect for March 1, 2006 or as increased by the Board from time to time. The amendments to the employment agreements with each of the executive officers listed above are filed hereto as Exhibits 99.1-99.3 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Twenty-First Amendment to Employment Agreement with Joel F. Gemunder, dated April 6, 2006.

99.2 Twentieth Amendment to Employment Agreement with Cheryl D. Hodges, dated April 6, 2006.

99.3 Fourteenth Amendment to Employment Agreement with Patrick E. Keefe, dated April 6, 2006.

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
Name:	Cheryl D. Hodges
Title:	Senior Vice President and Secretary

Dated: April 12, 2006

EXHIBIT INDEX

Exhibit No.	Description
99.1	Twenty-First Amendment to Employment Agreement with Joel F. Gemunder, dated April 6, 2006.
99.2	Twentieth Amendment to Employment Agreement with Cheryl D. Hodges, dated April 6, 2006.
99.3	Fourteenth Amendment to Employment Agreement with Patrick E. Keefe, dated April 6, 2006.

EX-99.1

Exhibit 99.1

TWENTY-FIRST

AMENDMENT TO EMPLOYMENT AGREEMENT

JOEL F. GEMUNDER (“Employee”), and OMNICARE MANAGEMENT COMPANY, a Delaware corporation with its principal place of business in Covington, Kentucky (the “Company”), hereby agree as follows:

1. Recitals

(a) The Company is an indirect subsidiary of Omnicare, Inc. as a result of a corporate restructuring of Omnicare, Inc. and its affiliates;

(b) In connection with such restructuring certain assets and liabilities of Omnicare, Inc. have been transferred to the Company, effective December 31, 1988, including the employment agreement between the Employee and Omnicare, Inc., dated August 4, 1988 (the “Employment Agreement”);

(c) The Company, as assignee, and Employee amended the Employment Agreement by mutual written agreement on December 31, 1988, May 23, 1989, May 22, 1990, May 21, 1991, May 19, 1992, May 17, 1993, May 16, 1994, May 15, 1995, May 20, 1996, May 19, 1997, May 18, 1998, March 3, 1999, February 25, 2000, March 1, 2000, March 1, 2001, February 6, 2002, September 25, 2002, March 6, 2003, March 11, 2004 and March 24, 2005 (the “Prior Amendments”); and

(d) The Company and the Employee wish to amend the Employment Agreement as set forth below.

2. Amendments

(a) Section 1.2 of the Employment Agreement is amended by deleting the year “2010” from the third line of Section 1.2 and substituting the year “2011” therefor.

(b) The aggregate value of the shares of the Company’s common stock subject to restricted stock awards previously granted to the Employee that became vested during 2005 was $5,670,523, based upon the “fair market value” of such shares determined under the terms of the applicable stock incentive plan of Omnicare, Inc.

(c) Section 2.1 of the Employment Agreement is deleted in its entirety and replaced with the following:

“While employed hereunder, the Company shall pay Employee a minimum base salary equal to the Employee’s base salary as in effect on March 1, 2006, or such higher amount or amounts as the Board of Directors may from time to time approve. Once the base salary is increased, it may not be thereafter decreased during the term of the Employee’s

employment hereunder. The base salary shall be due and payable at the same time and intervals at which salary payments are made to other senior executives.”

3. General

Except as previously changed by the Prior Amendments and as specifically amended herein, the Employment Agreement will remain in full force and effect in accordance with its original terms, conditions and provisions.

IN WITNESS WHEREOF, the parties have duly executed this amendatory agreement as of April 6, 2006.

EMPLOYEE	OMNICARE MANAGEMENT COMPANY
Joel F. Gemunder	By:
	Title:

EX-99.2

Exhibit 99.2

TWENTIETH

AMENDMENT TO EMPLOYMENT AGREEMENT

CHERYL D. HODGES (“Employee”), and OMNICARE MANAGEMENT COMPANY, a Delaware corporation (the “Company”), hereby agree as follows:

1. Recitals

(a) The Company is an indirect subsidiary of Omnicare, Inc. as a result of a corporate restructuring of Omnicare, Inc. and its affiliates;

(b) In connection with such restructuring certain assets and liabilities of Omnicare, Inc. have been transferred to the Company, effective December 31, 1988, including the employment agreement between the Employee and Omnicare, Inc., dated August 4, 1988 (the “Employment Agreement”);

(c) The Company, as assignee, and Employee amended the Employment Agreement by mutual written agreement on December 31, 1988, May 23, 1989, May 22, 1990, May 21, 1991, May 19, 1992, May 17, 1993, May 16, 1994, May 15, 1995, May 20, 1996, May 19, 1997, May 18, 1998, March 3, 1999, February 25, 2000, March 1, 2000, March 1, 2001, February 6, 2002, March 6, 2003, March 11, 2004 and March 24, 2005 (the “Prior Amendments”); and

(d) The Company and the Employee wish to amend the Employment Agreement as set forth below.

2. Amendments

(a) Section 1.2 of the Employment Agreement is amended by deleting the year “2010” from the third line of Section 1.2 and substituting the year “2011” therefor.

(b) The aggregate value of the shares of the Company’s common stock subject to restricted stock awards previously granted to the Employee that became vested during 2005 was $1,197,949, based upon the “fair market value” of such shares determined under the terms of the applicable stock incentive plan of Omnicare, Inc.

(c) Section 2.1 of the Employment Agreement is deleted in its entirety and replaced with the following:

“While employed hereunder, the Company shall pay Employee a minimum base salary equal to the Employee’s base salary as in effect on March 1, 2006, or such higher amount or amounts as the Board of Directors may from time to time approve. Once the base salary is increased, it may not be thereafter decreased during the term of the Employee’s employment hereunder. The base salary shall be due and payable at the same time and intervals at which salary payments are made to other senior executives.”

3. General

Except as previously changed by the Prior Amendments and as specifically amended herein, the Employment Agreement will remain in full force and effect in accordance with its original terms, conditions and provisions.

IN WITNESS WHEREOF, the parties have duly executed this amendatory agreement as of April 6, 2006.

EMPLOYEE	OMNICARE MANAGEMENT COMPANY
Cheryl D. Hodges	By:
	Title:

EX-99.3

Exhibit 99.3

FOURTEENTH

AMENDMENT TO EMPLOYMENT AGREEMENT

PATRICK E. KEEFE (“Employee”), and OMNICARE MANAGEMENT COMPANY, a Delaware corporation (the “ Company”), hereby agree as follows:

1. Recitals

(a) The Company is an indirect subsidiary of Omnicare, Inc. as a result of a corporate restructuring of Omnicare, Inc. and its affiliates;

(b) In connection with such restructuring certain assets and liabilities of Omnicare, Inc. have been transferred to the Company, effective December 31, 1988. The employment agreement between the Employee and Omnicare, Inc., dated March 4, 1993 (the “Employment Agreement”) was transferred to the Company pursuant to the Assignment and Assumption Agreement, dated May 16, 1994, among the Company, the Employee and Omnicare, Inc. (the “Assignment and Assumption Agreement);

(c) The Company, as assignee, and Employee amended the Employment Agreement by mutual written agreement on May 16, 1994, May 15, 1995, May 20, 1996, May 19, 1997, May 18, 1998, March 3, 1999, February 25, 2000, March 1, 2000, March 1, 2001, February 6, 2002, March 6, 2003, March 11, 2004 and March 24, 2005 (the “Prior Amendments”); and

(d) The Company and the Employee wish to amend the Employment Agreement as set forth below.

2. Amendments

(a) Section 1.2 of the Employment Agreement is amended by deleting the year “2010” from the third line of Section 1.2 and substituting the year “2011” therefor.

(b) The aggregate value of the shares of the Company’s common stock subject to restricted stock awards previously granted to the Employee that became vested during 2005 was $1,560,483, based upon the “fair market value” of such shares determined under the terms of the applicable stock incentive plan of Omnicare, Inc.

(c) Section 2.1 of the Employment Agreement is deleted in its entirety and replaced with the following:

“While employed hereunder, the Company shall pay Employee a minimum base salary equal to the Employee’s base salary as in effect on March 1, 2006, or such higher amount or amounts as the Board of Directors may from time to time approve. Once the base salary is increased, it may not be thereafter decreased during the term of the Employee’s

employment hereunder. The base salary shall be due and payable at the same time and intervals at which salary payments are made to other senior executives.”

3. General

Except as previously changed by the Prior Amendments and as specifically amended herein, the Employment Agreement will remain in full force and effect in accordance with its original terms, conditions and provisions and those of the Assignment and Assumption Agreement.

IN WITNESS WHEREOF, the parties have duly executed this amendatory agreement as of April 6, 2006.

EMPLOYEE	OMNICARE MANAGEMENT COMPANY
Patrick E. Keefe	By:
	Title: