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) – December 7, 2010

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 (Address of Principal Executive Offices)		41011 (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  5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)       Departure of Directors or Certain Officers.

On December 8, 2010, Omnicare, Inc. (the “Company”) announced that James D. Shelton, who has served as Interim President and Chief Executive Officer since August 1, 2010, while the Company’s board of directors searched for a permanent chief executive officer, will step down effective January 1, 2011.  Mr. Shelton will continue to serve on the Company's board of directors and has been appointed non-executive Chairman of the Board of Directors effective January 1, 2011.  John T. Crotty, a director of the Company since 2004 and Chairman of the Board of Directors since May 2008, will retire from his position as Chairman of the Board of Directors as of January 1, 2011, but will continue to serve on the Company's board of directors until the next annual stockholders' meeting.  In addition, John H. Timoney, a director of the Company since 2000, has announced his retirement from the board of directors effective December 31, 2010.  A copy of the press release issued by the Company on December 8, 2010 with respect to these matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c)       Appointment of Certain Officers.

On December 8, 2010, the Company announced the appointment of John G. Figueroa as Chief Executive Officer of the Company, effective January 1, 2011.  A copy of the press release issued by the Company on December 8, 2010 with respect to this appointment is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Mr. Figueroa, age 48, has served as President of the U.S. Pharmaceutical Group at McKesson Corporation since 2006.  Prior thereto, Mr. Figueroa served in various positions at McKesson beginning in 1997, including as President of National Account Sales and Packaging and Senior Vice President of the Southwest Region.  Prior to joining McKesson, Mr. Figueroa held several executive positions at Baxter Healthcare Corporation for seven years.  Mr. Figueroa also served as an officer in the United States Army.

On December 7, 2010, the Company entered into an employment agreement with Mr. Figueroa to serve as Chief Executive Officer of the Company.  The term of Mr. Figueroa’s employment will begin on January 1, 2011 and continue until terminated by either the Company or Mr. Figueroa in accordance with the terms of the employment agreement.  As of January 1, 2011, Mr. Figueroa will be appointed to the Company’s board of directors and will be nominated for re-election at each annual meeting thereafter during the term of the employment agreement.

Mr. Figueroa’s initial base salary will be $800,000. His annual target bonus under the Company’s Annual Incentive Plan will be at least 150% of his base salary, with a maximum potential annual bonus of 200% of the annual target bonus.  For 2011, his annual bonus will not be less than $1,200,000 (the “Guaranteed Bonus”).  Mr. Figueroa shall have the opportunity to earn an annual long term compensation award  (comprised of restricted stock, stock options, long term cash or combinations thereof) having a value of not less than $4,000,000.  This award will be on such terms and conditions as determined by the Company’s compensation and incentive committee consistent with awards at such time granted to other senior executives.  The value of Mr. Figueroa's 201 1 award (granted as of January 1, 2011) will be no less than $4,000,000.  The Company will pay Mr. Figueroa a sign-on cash bonus equal to $1,500,000 and grant him a sign-on restricted stock award (the “Sign-On Stock Award”) having a fair market value of $3,250,000 (with one-third of such award vesting on December 31, 2011 and the remaining two-thirds vesting in equal installments over the following 24 months).  Mr. Figueroa shall also participate in all other benefit plans the Company maintains for its senior executives.

The Company will reimburse Mr. Figueroa for his reasonable relocation expenses and up to seven months of reasonable temporary living expenses.  The Company will reimburse Mr. Figueroa for any taxes incurred on such amounts.  In addition, the Company will reimburse Mr. Figueroa for the amount the sales price of his previous residence is less than the average value calculated by independent appraisers. If Mr. Figueroa is able to sell his previous residence by December 31, 2011, the Company will pay him a special bonus equal to 5% of the sales price.

Upon termination of Mr. Figueroa by the Company without “cause” (as defined in his employment agreement) or by Mr. Figueroa following a “constructive termination” (as defined in his employment agreement), he will be entitled to receive an aggregate amount equal to 1.5 times the sum of his base salary plus his target bonus for the year in which such termination occurs, which aggregate amount shall be payable ratably for 18 months.  In addition, he will receive a pro rata annual bonus for the year in which the termination occurs, any unpaid bonus amounts for any previous year, full vesting of the Sign-On Stock Award, payment of any unpaid portion of the Guaranteed Bonus and continued participation in the Company’s medical, dental and vision plans for up to 18 months following termination.< /font>

Upon termination of Mr. Figueroa within 6 months prior to, or 24 months following, a “change in control” (as defined in the Company’s 2004 Stock and Incentive Plan as in effect on the date of the change of control event) either by the Company without “cause” or by Mr. Figueroa following a “constructive termination,” he will be entitled to receive a lump-sum payment equal to 2 times the sum of his base salary plus the greatest of (i) his annual bonus for the year preceding the year of termination, (ii) his target bonus for the year of termination or (iii) an annualized amount based upon attainment of applicable performance goals through the termination date for the year of termination.  In addition, he will receive a pro rata annual bonus for the year in which the termination occurs, any unpaid bonus amounts for any previous year, full vesting of any outstanding equity awards, payment of any unpaid portion of the Guaranteed Bonus and continued participation in the Company’s medical, dental and vision plans for up to 24 months following termination.   In the event that any payments or benefits to Mr. Figueroa in connection with a change in control would be subject to the excise tax under Section 4999 of the Internal Revenue Code, such payments and benefits will either be paid or made in full or will be reduced to an aggregate amount so that no portion of such payments or benefits will be subject to the excise tax, whichever results in a greater aggregate amount being retained by Mr. Figueroa on an after-tax basis.

Mr. Figueroa will be subject to a non-competition and non-solicitation covenant for 18 months following his termination.

(e)   Compensatory Arrangements of Certain Officers.

The Company and John L. Workman, the Company’s Executive Vice President and Chief Financial Officer, entered into an amendment, effective December 7, 2010, to Mr. Workman's employment agreement with the Company dated October 21, 2009.  The amendment provides that beginning in fiscal year 2011, Mr. Workman’s minimum annual target bonus opportunity will be increased from 75% of his base salary to 100% of his base salary.  The amendment also removes the provision of Mr. Workman’s original employment agreement that required the Company to "gross up" Mr. Workman for any excise tax he may incur under Section 4999 of the Internal Revenue Code.  Instead, in the event that any payments or benefits to Mr. Workman in connection with a change in control would be subject to the excise tax und er Section 4999 of the Internal Revenue Code, such payments and benefits will either be paid or made in full or will be reduced to an aggregate amount so that no portion of such payments or benefits will be subject to the excise tax, whichever results in a greater aggregate amount being retained by Mr. Workman on an after-tax basis.

Item  8.01.      Other Events.

On December 7, 2010, the Company’s board of directors adopted a mandatory retirement policy for members of the board of directors, effective December 8, 2010.  Under the policy, no person who will be 72 years of age or older on or before the date of an annual meeting of stockholders may be nominated to the board of directors, and any director who reaches the age of 72 will be automatically retired from the board of directors immediately prior to the next annual meeting of stockholders.

Item  9.01.      Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number

99.1 Press Release dated December 8, 2010 with respect to the appointment of a new Chairman, certain changes to the Company’s board of directors and certain other matters.

99.2 Press Release dated December 8, 2010 with respect to the appointment of a new Chief Executive Officer.

SIGNATURE

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/  John L. Workman
	John L. Workman
	Executive Vice President and Chief Financial Officer

Date: December 8, 2010

EXHIBIT INDEX

99.1 Press Release dated December 8, 2010 with respect to appointment of a new Chairman, certain changes to the Company’s board of directors and certain other matters.

99.2 Press Release dated December 8, 2010 with respect to the appointment of a new Chief Executive Officer.

EX-99.1

Exhibit 99.1

news release

CONTACT:

Patrick C. Lee

(859) 392-3444

    ;      patrick.lee@omnicare.com

OMNICARE APPOINTS JAMES D. SHELTON

NON-EXECUTIVE CHAIRMAN

Announces Additional Corporate Governance Measures and

Changes to the Board of Directors

COVINGTON, Ky., December 8, 2010 ― Omnicare, Inc. (NYSE:OCR), a leading provider of pharmaceutical care for the elderly, today announced that it has appointed James D. Shelton, Omnicare’s interim President and Chief Executive Officer and a member of the company’s Board of Directors since February 2008, Non-Executive Chairman of the Board.  Mr. Shelton’s appointment is effective January 1, 2010, when John Figueroa joins the Company as Chief Executive Officer.

Mr. Shelton succeeds John T. Crotty, who will not stand for re-election to the Board at the 2011 Annual Meeting of Shareholders following the adoption of a mandatory retirement policy for directors.  Under the terms of the mandatory retirement policy, no director shall stand for election or re-election after reaching the age of 72, and any such director shall retire from the Board immediately prior to the next annual meeting of shareholders. The Company believes that the mandatory retirement policy will assist the Company with director term and succession planning.

Mr. Crotty, who has been a Board member since 2004, including serving as Chairman of the Board since May 2008, intends to remain on the Board through the date of the Annual Meeting.  Separately, John H. Timoney will also retire from the Board, effective December 31, 2010.  Mr. Timoney has served on the Board since 2000.  Omnicare’s Board has initiated a search for additional qualified independent directors.

“John Crotty and John Timoney have been valuable Board members to Omnicare over the years,” said Mr. Shelton.  “We thank them for their unwavering commitment to the Company throughout times of growth and change.  We believe the adoption of a mandatory retirement policy, which is consistent with our ongoing efforts to improve our corporate governance structure, will benefit the Company and its stockholders over the long term.”

“We are fortunate to have someone of Denny’s caliber assume the Non-Executive Chairman role,” said Mr. Crotty.  “Denny has done an outstanding job as Omnicare’s Chief Executive Officer on an interim basis.  We are confident that with his deep understanding of our business and appreciation for the challenges and opportunities we face, he will continue to add tremendous value and leadership to Omnicare as the Chairman of the Board.  With John Figueroa at the helm and Denny as Non-Executive Chairman, my fellow directors and I believe Omnicare is well positioned for future growth and profitability.”

“I am pleased to be taking on the role of Non-Executive Chairman of this Board of experienced leaders,” said Mr. Shelton.  “I look forward to working with John and all of Omnicare’s dedicated employees to help Omnicare continue to provide the highest level of care for the frail elderly while driving value for our shareholders.”

About Omnicare

Omnicare, Inc., a Fortune 500 company based in Covington, Kentucky, is a leading provider of pharmaceutical care for the elderly. Omnicare serves residents in long-term care facilities, chronic care and other settings comprising approximately 1.4 million beds in 47 states, the District of Columbia and Canada. Omnicare is the largest U.S. provider of professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other institutional healthcare providers as well as for hospice patients in homecare and other settings. Omnicare's pharmacy services also include distribution and patient assistance services for specialty pharmaceuticals. Omnicare offers clinical research services for the pharmaceutical and biotechnology industries in 32 countries worldwide.

For more information on Omnicare, visit www.omnicare.com.

Forward-Looking Statements

In addition to historical information, this press release contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, but are not limited to, all statements regarding the intent, belief or current expectations regarding the matters discussed or incorporated by reference in this document (including statements as to “beliefs,” “expectations,” “anticipations,” “intentions” or similar words) and all statements which are not statements of historical fact.  Such forward-looking statements, together with other statements that are not historical, are based on management’s current expectations and involve known an d unknown risks, uncertainties, contingencies and other factors that could cause results, performance or achievements to differ materially from those stated.  The most significant of these risks and uncertainties are described in the Company’s Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities and Exchange Commission and include, but are not limited to:  overall economic, financial, political and business conditions; trends in the long-term healthcare, pharmaceutical and contract research industries; the ability to attract new clients and service contracts and retain existing clients and service contracts; the ability to consummate pending acquisitions; trends for the continued growth of the Company’s businesses; trends in drug pricing; delays and reductions in reimbursement by the government and other payors to customers and to the Company; the overall financial condition of the Company’s customers and the ability of the Company to assess and react to s uch financial condition of its customers; the ability of vendors and business partners to continue to provide products and services to the Company; the continued successful integration of acquired companies; the continued availability of suitable acquisition candidates; the ability to attract and retain needed management; competition for qualified staff in the healthcare industry; variations in demand for the Company’s products and services; variations in costs or expenses; the ability to implement productivity, consolidation and cost reduction efforts and to realize anticipated benefits; the ability of clinical research projects to produce revenues in future periods; the potential impact of legislation, government regulations, and other government action and/or executive orders, including those relating to Medicare Part D, including its implementing regulations and any subregulatory guidance, reimbursement and drug pricing policies and changes in the interpretation and application of such policies, in cluding changes in the calculation of average wholesale price; government budgetary pressures and shifting priorities; federal and state budget shortfalls; efforts by payors to control costs; changes to or termination of the Company’s contracts with Medicare Part D plan sponsors or to the proportion of the Company’s Part D business covered by specific contracts; the outcome of disputes and litigation; potential liability for losses not covered by, or in excess of, insurance; the impact of executive separations; the impact of benefit plan terminations; the impact of differences in actuarial assumptions and estimates as compared to eventual outcomes; events or circumstances which result in an impairment of assets, including but not limited to, goodwill and identifiable intangible assets; the final outcome of divestiture activities; market conditions; the outcome of audit, compliance, administrative, regulatory or investigatory reviews; volatility in the market for the Company’s stock and in t he financial markets generally; access to adequate capital and financing; changes in international economic and political conditions and currency fluctuations between the U.S. dollar and other currencies; changes in tax laws and regulations; changes in accounting rules and standards; and costs to comply with the Company’s Corporate Integrity Agreements.  Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, the Company’s actual results, performance or achievements could differ materially from those expressed in, or implied by, such forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  Except as otherwise required by law, the Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events

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Omnicare, Inc. · 100 East RiverCenter Boulevard · Covington, Kentucky 41011 · 859/392-3300 · 859/392-3360 Fax

EX-99.2

Exhibit 99.2

news release

CONTACT:

Patrick C. Lee

(859) 392-3444

      patrick.lee@omnicare.com

OMNICARE NAMES JOHN G. FIGUEROA CHIEF EXECUTIVE OFFICER

COVINGTON, Ky., December 8, 2010 ― Omnicare, Inc. (NYSE:OCR), a leading provider of pharmaceutical care for the elderly, today announced that John G. Figueroa has been named Chief Executive Officer, effective January 1, 2011.  He also will serve as a member of Omnicare's Board of Directors.

Mr. Figueroa, who most recently served as President of the U.S. Pharmaceutical Group at McKesson Corporation, will replace James D. Shelton, who has served as Omnicare's Interim President and Chief Executive Officer since August 2010.  Mr. Shelton will remain with Omnicare as a member of its Board of Directors and assist Mr. Figueroa during the transition period.

“We are delighted to welcome John as Omnicare's new Chief Executive Officer," said Mr. Shelton.  "John has strong operational expertise, a broad knowledge of the industry and a deep understanding of the opportunities and challenges that Omnicare faces.  He is a respected and proven leader and we are confident that he will help us reach our goals."

"Omnicare is an industry leader with unparalleled capabilities and resources," said Mr. Figueroa.  "I am excited to serve as Omnicare’s new CEO as we embark on the next chapter of growth.  Having worked closely with Omnicare as a business partner during my tenure at McKesson I know what an outstanding organization it is and how much potential it has.  I look forward to working with the company's Board, management team and employees to ensure that Omnicare continues to provide the highest quality services to the nation’s frail elderly while also cultivating the attractive opportunity in specialty care."

"The Board conducted a thorough and comprehensive search and unanimously concluded that John is the right person to lead Omnicare’s next chapter of growth," said Mr. Shelton.  “It has been a privilege for me to lead the organization as Interim President and CEO of Omnicare over the past few months and I look forward to helping John during the transition.  We have made significant progress on our goals of becoming a more customer-focused organization."

John has worked in the healthcare industry for more than 20 years.  In his current role at McKesson, he oversees more than 7,000 people and a $90 billion business.  Prior to that, he held a number of different positions at McKesson, including President of National Account Sales and Packaging and Senior Vice President of the Southwest Region.  John has also held several executive positions during his seven-year career at Baxter Healthcare Corporation in Deerfield, Illinois and has served as an Officer in the United States Army.

Mr. Figueroa has dual bachelor's degrees from the University of California in Los Angeles, California and an MBA from Pepperdine University in Malibu, California.

About Omnicare

Omnicare, Inc., a Fortune 500 company based in Covington, Kentucky, is a leading provider of pharmaceutical care for the elderly. Omnicare serves residents in long-term care facilities, chronic care and other settings comprising approximately 1.4 million beds in 47 states, the District of Columbia and Canada. Omnicare is the largest U.S. provider of professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other institutional healthcare providers as well as for hospice patients in homecare and other settings. Omnicare's pharmacy services also include distribution and patient assistance services for specialty pharmaceuticals. Omnicare offers clinical research services for the pharmaceutical and biotechnology industries in 32 countries worldwide.

For more information on Omnicare, visit www.omnicare.com.

Forward-Looking Statements

In addition to historical information, this press release contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, but are not limited to, all statements regarding the intent, belief or current expectations regarding the matters discussed or incorporated by reference in this document (including statements as to “beliefs,” “expectations,” “anticipations,” “intentions” or similar words) and all statements which are not statements of historical fact.  Such forward-looking statements, together with other statements that are not historical, are based on management’s current expectations and involve known an d unknown risks, uncertainties, contingencies and other factors that could cause results, performance or achievements to differ materially from those stated.  The most significant of these risks and uncertainties are described in the Company’s Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities and Exchange Commission and include, but are not limited to:  overall economic, financial, political and business conditions; trends in the long-term healthcare, pharmaceutical and contract research industries; the ability to attract new clients and service contracts and retain existing clients and service contracts; the ability to consummate pending acquisitions; trends for the continued growth of the Company’s businesses; trends in drug pricing; delays and reductions in reimbursement by the government and other payors to customers and to the Company; the overall financial condition of the Company’s customers and the ability of the Company to assess and react to s uch financial condition of its customers; the ability of vendors and business partners to continue to provide products and services to the Company; the continued successful integration of acquired companies; the continued availability of suitable acquisition candidates; the ability to attract and retain needed management; competition for qualified staff in the healthcare industry; variations in demand for the Company’s products and services; variations in costs or expenses; the ability to implement productivity, consolidation and cost reduction efforts and to realize anticipated benefits; the ability of clinical research projects to produce revenues in future periods; the potential impact of legislation, government regulations, and other government action and/or executive orders, including those relating to Medicare Part D, including its implementing regulations and any subregulatory guidance, reimbursement and drug pricing policies and changes in the interpretation and application of such policies, in cluding changes in the calculation of average wholesale price; government budgetary pressures and shifting priorities; federal and state budget shortfalls; efforts by payors to control costs; changes to or termination of the Company’s contracts with Medicare Part D plan sponsors or to the proportion of the Company’s Part D business covered by specific contracts; the outcome of disputes and litigation; potential liability for losses not covered by, or in excess of, insurance; the impact of executive separations; the impact of benefit plan terminations; the impact of differences in actuarial assumptions and estimates as compared to eventual outcomes; events or circumstances which result in an impairment of assets, including but not limited to, goodwill and identifiable intangible assets; the final outcome of divestiture activities; market conditions; the outcome of audit, compliance, administrative, regulatory or investigatory reviews; volatility in the market for the Company’s stock and in t he financial markets generally; access to adequate capital and financing; changes in international economic and political conditions and currency fluctuations between the U.S. dollar and other currencies; changes in tax laws and regulations; changes in accounting rules and standards; and costs to comply with the Company’s Corporate Integrity Agreements.  Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, the Company’s actual results, performance or achievements could differ materially from those expressed in, or implied by, such forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  Except as otherwise required by law, the Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events

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Omnicare, Inc. · 100 East RiverCenter Boulevard · Covington, Kentucky 41011 · 859/392-3300 · 859/392-3360 Fax