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) - May 24, 2012

______________________________

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.)

900 Omnicare Center 401 E. Fourth Street Cincinnati, OH	45202
(Address of Principal Executive Offices)	(Zip Code)

(513) 719-2600

(Registrant's telephone number, including area code)

Not Applicable

(Former name or 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:

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

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

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

oPre-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.

(d)On May 24, 2012, Omnicare, Inc. (the “Company”) announced that its Board of Directors (the “Board”) elected Sam R. Leno to serve as a director of the Company effective May 24, 2012. The Board also voted to increase the size of the Board to eight directors. In addition, in light of the increased size of the Board, the Board approved the separation of the Compensation, Nominating and Governance Committee into two committees, the Compensation Committee and the Nominating and Governance Committee, effective May 24, 2012. Also in light of the Board's increased size, effective May 24, 2012, the Board created an Executive Committee to handle matters which, in the opinion of the Chairman of the Board, should not be postponed until the next meeting of the Board. The Executive Committee is comprised of James D. Shelton (Chair), John Figueroa, Steven J. Heyer and Amy Wallman. The Audit Committee is comprised of Ms. Wallman (Chair), Sam Leno and Barry Schochet. The Compensation Committee is comprised of Mr. Heyer (Chair), Mark Emmert and Andrea Lindell. The Compliance Committee is comprised of Mr. Schochet (Chair), Mr. Emmert and Ms. Wallman. The Nominating and Governance Committee is comprised of Mr. Shelton (Chair), Mr. Heyer and Ms. Wallman.

Mr. Leno retired in December, 2011 as Executive Vice President and Chief Operations Officer of Boston Scientific Corporation, a position he held since March 2010, where he was responsible for the finance, information systems, operations and business development and strategy functions. He served as Executive Vice President, Finance and Information Systems and Chief Financial Officer at Boston Scientific from 2007 until March 2010. Previously, Mr. Leno was Executive Vice President - Corporate Finance and Operations and Chief Financial Officer of Zimmer Holdings, Inc. from 2003 to 2007, and Senior Vice President and Chief Financial Officer of Zimmer from 2001 to 2003. From 1999-2001, Mr. Leno served as Senior Vice President and Chief Financial Officer of Arrow Electronics, Inc. He also served as Chief Financial Officer of Corporate Express, Inc. and Coram Healthcare. In previous positions, Mr. Leno served in various financial and executive capacities at Baxter International Inc. and American Hospital Supply Corporation, global healthcare companies, for over 20 years, including as Vice President, Finance and Information Technology-Hospital Business at Baxter. Mr. Leno also served as a Lieutenant in the United States Navy and is a Vietnam veteran. Mr. Leno currently serves on the board of directors of Lantheus MI Holdings, Inc.

Mr. Leno will receive compensation in accordance with the Company's standard compensation arrangements for non-employee directors, which are described in the Company's proxy statement for the 2012 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 19, 2012.

A copy of the press release issued by the Company with respect to the election of Mr. Leno is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number

99.1Press Release of Omnicare, Inc. dated May 24, 2012.

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:  May 24, 2012

EXHIBIT INDEX

99.1Press Release of Omnicare, Inc. dated May 24, 2012.

EX-99.1

Sam R. Leno Appointed to Omnicare's Board of Directors

CINCINNATI, May 24, 2012 - Omnicare, Inc. (NYSE:OCR), today announced the appointment of Sam R. Leno to its Board of Directors and he will also become a member of the Audit Committee.

Mr. Leno has more than 40 years of business experience with multinational companies, the vast majority within the healthcare sector. He recently retired as Executive Vice President and Chief Operations Officer at Boston Scientific, where he was responsible for the finance, information systems, operations, business development, strategy and restructuring functions. Mr. Leno previously served as Boston Scientific's Executive Vice President, Finance and Information Systems and Chief Financial Officer. Prior to joining Boston Scientific, he served as Executive Vice President, Corporate Finance and Operations and Chief Financial Officer at Zimmer Holdings, Inc. Mr. Leno has also held Chief Financial Officer positions at Arrow Electronics, Inc., Corporate Express, Inc., and Coram Healthcare. Earlier in his career, he held a variety of senior financial positions at Baxter International, Inc. and American Hospital Supply Corporation. Mr. Leno served as a Lieutenant in the United States Navy and is a Vietnam veteran. He currently serves on the Board of Directors and is Chairman of the Audit Committee of Lantheus MI Holdings, Inc. He is also a member of the Advisory Board of the Harvard Business School Healthcare Initiative. Mr. Leno holds a B.S. Degree in Accounting and an MBA.

"We are pleased to welcome Sam to Omnicare's Board of Directors," said James D. Shelton, Omnicare's Chairman of the Board. "Sam is a highly accomplished executive who brings to the board a broad range of expertise and extensive healthcare experience. We believe Omnicare's shareholders will benefit from his finance and operational experience."

About Omnicare

Omnicare, Inc., a Fortune 400 company based in Cincinnati, Ohio, provides comprehensive pharmaceutical services to patients and providers across North America. As the market-leader in professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other chronic care institutions, Omnicare leverages its unparalleled clinical insight into the geriatric market along with some of the industry's most innovative technological capabilities to the benefit of its long-term care customers. Omnicare also provides key commercialization services for the bio-pharmaceutical industry and end-of-life disease management through its Specialty Care Group. For more information, visit www.omnicare.com.

Forward-looking Statements

In addition to historical information, this report 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 and 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. 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.