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This excerpt taken from the OCR 8-K filed Nov 19, 2008.

(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.

On November 14, 2008, Jeffrey W. Ubben resigned as a member of the Board of Directors of Omnicare, Inc. Mr. Ubben did not resign due to any disagreement with Omnicare, Inc. on any matter relating to Omnicare, Inc.’s operations, policies or practices.

A copy of the press release issued by Omnicare, Inc. on November 14, 2008 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press Release of Omnicare, Inc., dated November 14, 2008.


This excerpt taken from the OCR 8-K filed Feb 28, 2008.

(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.

On February 27, 2008, the Board of Directors of Omnicare, Inc. (the “Company”) elected James D. Shelton as a director of the Company to fill the vacancy created by the retirement of Edward L. Hutton on February 22, 2008.

A copy of the press release issued by the Company on February 27, 2008 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press Release of the Company, dated February 27, 2008.


This excerpt taken from the OCR 8-K filed Feb 26, 2008.

(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.

Mr. Edward L. Hutton, Chairman of the Board of Directors of Omnicare, Inc. (the “Company”) has retired as Chairman of the Board of Directors and as a director of the Company, effective as of February 22, 2008. In recognition of Mr. Hutton’s length of service with the Company, the Board of Directors appointed Mr. Hutton as Chairman Emeritus of the Board of Directors.

The Board of Directors is in the process of determining a new Chairman of the Board of Directors and will make an announcement when a decision has been reached.

A copy of the press release issued by the Company on February 26, 2008 is attached hereto as Exhibit 99.1 and furnished with this Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description

99.1   Press Release of the Company, dated February 26, 2008.


This excerpt taken from the OCR 8-K filed Feb 22, 2008.

(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))

 

 

 


This excerpt taken from the OCR 8-K filed Jun 22, 2007.

(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 8.01 Other Events.

On June 18, 2007, Standard and Poor’s Ratings Services (“S&P”) issued a press release announcing that it had downgraded ratings for debt issued by Omnicare, Inc. A copy of the S&P press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

 

99.1

   Press Release of Standard and Poor’s Ratings Services, dated June 18, 2007.


This excerpt taken from the OCR 8-K filed Mar 27, 2007.

(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))

 



This excerpt taken from the OCR 8-K filed Jan 19, 2007.

(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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 16, 2007, Patrick E. Keefe, Executive Vice President – Global Markets of Omnicare, Inc. (the “Company”), assumed the position of Executive Vice President and Chief Operating Officer of the Company. Mr. Keefe assumed the position following the mutual agreement of the Company and Glen C. Laschober, the prior Executive Vice President and Chief Operating Officer, to terminate Mr. Laschober’s employment with the Company, effective January 12, 2007, in accordance with the terms of the employment agreement between the Company and Mr. Laschober.

Mr. Keefe most recently served the Company as Executive Vice President – Global Markets since August 2005. From February 1997 until August 2005 Mr. Keefe served the Company as Executive Vice President of Operations. Mr. Keefe also served the Company as Senior Vice President of Operations from 1994 through 1997 and, prior to that time, joined the Company in 1993 as Vice President of Operations.


This excerpt taken from the OCR 8-K filed Apr 12, 2006.

(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.


This excerpt taken from the OCR 8-K filed Mar 29, 2006.

(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 March 23, 2006, the Compensation and Incentive Committee of the Board of Directors of Omnicare, Inc. (the “Committee”) established 2006 Performance Objectives for the Company’s executive officers. These goals and objectives are comprised of both financial and operational factors. The operational factors will be paramount in 2006 and will be largely aimed at guiding the Company through a year of transition, which will include, but not be limited to, the successful implementation of the Medicare Drug Benefit, effective January 1, 2006, as well as responding to competitive, pricing and reimbursement issues in its marketplace to position the Company for long-term growth.

In 2006, the Company’s executive officers will be required to focus significant time and effort on successfully transitioning the Company to the new regulatory environment created by the Medicare Part D benefit which affects approximately one-half of the Company’s reimbursement for pharmacy services and encompasses change in all aspects of the business, including operational, clinical, financial and information systems. In addition to the integration of this major new program into the Company’s operations, other operational factors include, but are not limited to, the completion of the integration of 2005 acquisitions into the Company’s operations and realization of expected benefits, continued growth of the core pharmacy business as well as product or service expansions, progressive steps made toward further implementation of productivity and cost reduction initiatives, furthering executive development, continued execution of the Company’s acquisition program and an overall strategic positioning of the Company’s assets.

The financial factors, which include, but are not limited to, sales and earnings performance, profitability, cash flows and return on investments, will be assessed in the context of how the Company responds to the changing market place, as well as how the Company performs relative to its peers.

Specific relative weights are not assigned to each financial and operational performance factor, since the relative importance of each factor varies depending upon the executive officer’s responsibilities.

The Committee and the Board believe it is the focus on the Company’s operational and strategic goals in 2006 that will support long-term growth and success for Omnicare in its dynamic new environment.

Any awards of incentive compensation to the Company’s executive officers for 2006 that are intended to be exempt from Section 162(m) of the Internal Revenue Code will also be determined based upon objective corporate performance goals established by the Committee under incentive compensation plans approved by the Company’s stockholders. The Section 162(m) performance goals for 2006 relate to adjusted earnings per share (earnings per share before the cumulative effect of accounting changes, acquisition expenses and other nonrecurring charges) growth rates (for restricted stock awards) and achievement of consolidated income (before income taxes, the cumulative effect of accounting changes, acquisition expenses or other nonrecurring charges) thresholds (for annual cash awards).


In addition, the Committee approved a base salary increase for Glen C. Lashober, Executive Vice President and Chief Operating Officer of the Company, effective April 1, 2006. Mr. Lashober will now receive $460,000 annually.


This excerpt taken from the OCR 8-K filed Feb 23, 2006.

(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 February 17, 2006, Omnicare, Inc. (“Omnicare”) entered into an amended and restated employment agreement (the “Employment Agreement”) with Timothy E. Bien, the current Senior Vice President of Professional Services and Purchasing of Omnicare. The Employment Agreement provides, among other things, that, effective June 1, 2006, Mr. Bien will assume the title of Special Advisor to the Chief Executive Officer, reporting directly to Omnicare’s Chief Executive Officer. In this capacity, Mr. Bien’s primary responsibilities will include advising Omnicare’s Chief Executive Officer on various matters principally in the areas of purchasing and the transition to Medicare Part D, as well as in transitioning certain of Mr. Bien’s other current duties and responsibilities to several Omnicare employees, so that Mr. Bien can focus on strategic matters as requested by Omnicare’s Chief Executive Officer, including those relating to purchasing and Medicare Part D.

The Employment Agreement is for a term of four years beginning on June 1, 2006 and ending on May 31, 2010 (the “Initial Term”), which Initial Term, unless either Omnicare or Mr. Bien provides written notice of its or his intent not to renew the Employment Agreement at the end of the Initial Term, automatically extends for an additional two-year period ending on May 31, 2012 (the “Renewal Period”). Omnicare and Mr. Bien have agreed that during the first two years of the Initial Term, Mr. Bien’s duties and responsibilities should require a time commitment of approximately 600 to 650 hours annually and during years three and four, approximately 400 hours annually. Omnicare and Mr. Bien will mutually agree on the required time commitment during the Renewal Period at the end of the Initial Term. During each of the first two years of the Initial Term, Mr. Bien will receive an annual salary of $125,000, and for each of the two remaining years of the Initial Term he will receive an annual salary of $90,000. During the Renewal Period, Mr. Bien shall receive an annual salary to be mutually agreed to at that time by Mr. Bien and Omnicare. During the term of the Employment Agreement, Mr. Bien will continue to participate in Omnicare’s employee benefit plans, and the Company has agreed to reimburse Mr. Bien for reasonable personal financial planning expenses up to $15,000 annually and for reasonable and necessary travel and other out-of-pocket expenses in accordance with Omnicare’s standard expense reimbursement policies. Beginning January 1, 2007 and for the remainder of the Initial Term and the Renewal Period, Omnicare will provide Mr. Bien with a monthly stipend of $1,000 per month to reimburse him for business expenses expected to be incurred in connection with the performance of his services.

As an employee of Omnicare, all outstanding stock options and restricted stock held by Mr. Bien will remain outstanding in accordance with their terms, including with respect to vesting and exercisability of such awards. In the event of a termination of Mr. Bien’s employment other than for a “cause” (as defined in the Employment Agreement), Mr. Bien will be entitled to continued payment of his base salary for the remainder of the term of the Employment Agreement (but in no event more than 24 months) and accelerated vesting of all outstanding stock options and restricted stock awards. The Employment Agreement contains restrictive covenants relating to nondisclosure of confidential information of Omnicare and non-competition with Omnicare’s businesses during the term of the Employment Agreement and for 18 months after termination of employment (other than a termination of Mr. Bien without cause), as well as covenants relating to Mr. Bien’s cooperation with Omnicare during the term of the Employment Agreement and for 18 months after termination of employment.


This excerpt taken from the OCR 8-K filed Dec 16, 2005.

(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))

 



This excerpt taken from the OCR 8-K filed Dec 14, 2005.

(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  8.01. Other Events.

 

On December 12, 2005, Omnicare, Inc. (the “Company”) entered into an underwriting agreement (the “Common Stock Underwriting Agreement”), a copy of which is attached hereto as Exhibit 1.1, with Lehman Brothers Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters (collectively, the “Common Stock Underwriters”) named in the Common Stock Underwriting Agreement, relating to the sale and issuance of 12,825,000 shares of the common stock, par value $1.00 per share, of the Company (the “Common Stock”) to the Common Stock Underwriters, pursuant to a Registration Statement on Form S-3, filed on November 23, 2005, and a Prospectus Supplement dated December 12, 2005. The public offering price of the Common Stock is $59.72 per share. The Company also granted the Common Stock Underwriters an option to purchase up to an additional 1,923,750 shares of Common Stock to cover over-allotments, if any.

 

On December 12, 2005, the Company entered into an underwriting agreement (the “Convertible Debenture Underwriting Agreement”), a copy of which is attached hereto as Exhibit 1.2, with J.P. Morgan Securities Inc., Lehman Brothers Inc. and CIBC World Markets Corp. as representatives of the several underwriters named in the Convertible Debenture Underwriting Agreement (the “Convertible Debenture Underwriters”), relating to the sale and issuance of $850,000,000 aggregate principal amount of 3.25% Convertible Senior Debentures due 2035 (the “Convertible Debentures”) to the Convertible Debenture Underwriters, pursuant to a Registration Statement on Form S-3, filed on November 23, 2005, and a Prospectus Supplement dated December 12, 2005. The public offering price of the Convertible Debentures is 100% of principal amount. The Company also granted the Convertible Debenture Underwriters an option to purchase up to an additional $127,500,000 aggregate principal amount of Convertible Debentures to cover over-allotments, if any.

 

On December 12, 2005, the Company entered into an underwriting agreement (the “Notes Underwriting Agreement”), a copy of which is attached hereto as Exhibit 1.3, with Lehman Brothers Inc., J.P. Morgan Securities Inc. and SunTrust Capital Markets, Inc. as representatives of the several underwriters named in the Notes Underwriting Agreement (the “Notes Underwriters”), relating to the sale and issuance of $225,000,000 aggregate principal amount of 6 3/4% Senior Subordinated Notes due 2013 and $525,000,000 aggregate principal amount of 6 7/8% Senior Subordinated Notes due 2015 (collectively, the “Notes”) to the Notes Underwriters, pursuant to a Registration Statement on Form S-3, filed on December 8, 2005, and a Prospectus Supplement dated December 12, 2005. The public offering price of the Notes is 100% of principal amount.

 

Item  9.01. Financial Statements and Exhibits.

 

(c) Exhibits

 

This excerpt taken from the OCR 8-K filed Dec 9, 2005.

(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))

 



This excerpt taken from the OCR 8-K filed Aug 11, 2005.

(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))

 



This excerpt taken from the OCR 8-K filed May 20, 2005.

(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 May 17, 2005, the Compensation and Incentive Committee of the Board of Directors (the “Committee”) of Omnicare, Inc. (the “Company”) reviewed executive officer compensation and approved base salary increases for the following Named Executive Officers (“NEOs”), effective June 1, 2005: Joel F. Gemunder, President and Chief Executive Officer will now receive $1,600,000 annually; Patrick E. Keefe, Executive Vice President – Operations will now receive $437,000 annually; David W. Froesel, Jr., Senior Vice President and Chief Financial Officer will now receive $472,000 annually; Cheryl D. Hodges, Senior Vice President and Secretary will now receive $380,000 annually; Timothy E. Bien, Senior Vice President – Professional Services and Purchasing will now receive $345,000 annually; and Kirk M. Pompeo, Senior Vice President – Sales and Marketing will now receive $316,000 annually. The last prior increase in base salary for each of the NEOs (with the exception of Mr. Pompeo who was offered employment in April of 2004) was August 1, 2003. The Committee made no changes to incentive, equity or other components of NEO compensation.

 

On May 17, 2005, the Board of Directors of the Company (the “Board”) approved the following changes to the compensation of the Company’s directors: a $1,500 meeting fee for personal attendance of individual directors at each Board and committee meeting and a $750 meeting fee for telephonic attendance of individual directors at each Board and committee meeting. Also, in order to further encourage each director to achieve and maintain an appropriate ownership stake in the Company, the Board approved director stock ownership guidelines. The stock ownership guidelines approved by the Board require that all directors hold at least 7,500 shares of the Company’s common stock within 5 years of May 17, 2005. With the exception of Ms. Amy Wallman, who joined the Board in March of 2004, all directors currently meet the established guidelines. No other changes to the director compensation structure as described in the Company’s proxy statement filed on Schedule 14A on April 13, 2005 were made.

 

The Committee also established the 2005 Performance Objectives for the Company’s executive officers. These goals and objectives are comprised of both financial and operational factors. The operational factors are aimed at guiding the Company through a year of transition, which will include, but not be limited to, preparation for implementation of the new Medicare regulations and responding to the current drug pricing and government reimbursement issues, as well as positioning the Company for the new environment in 2006.

 

The financial factors, which include, but are not limited to, sales and earnings performance, profitability, cash flows and return on investments, will be assessed in the context of how the Company responds to the changing market place, as well as how the Company performs relative to its peers.

 

Operational factors will be paramount in 2005, as 2005 will be a year of transition that will require that the Company’s executive officers focus on positioning the Company to respond to a new regulatory environment and changes in its business and position the Company for long-term growth. These operational factors include, but are not limited to, integration of the new environment into every aspect of the Company’s business, continued growth of the core pharmacy business and progressive steps made toward implementation of the Company’s productivity enhancement and cost reduction initiatives, as well as product or service expansions, continued execution of the Company’s acquisition strategy and the successful integration of acquisitions and an overall strategic positioning of the Company’s assets.

 

Specific relative weights are not assigned to each financial and operational performance factor, since the relative importance of each factor varies depending upon the executive officer’s responsibilities.

 

The Committee and the Board believe it is the focus on the Company’s operational and strategic goals in 2005 that will support long-term growth and success for Omnicare in its new future.

 

Any awards of incentive compensation to the Company’s executive officers for 2005 that are intended to be exempt from Section 162(m) of the Internal Revenue Code will also be determined based upon objective corporate performance goals established by the Committee under incentive compensation plans approved by the Company’s stockholders. The Section 162(m) performance goals for 2005 relate to earnings per share growth rates (for restricted stock awards) and achievement of consolidated income thresholds (for annual cash awards).


This excerpt taken from the OCR 8-K filed Mar 29, 2005.

(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.

 

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 (the “Plan”). Such grants are in substantially the forms filed as Exhibits 10.01-10.03 to the Company’s Form 8-K dated December 1, 2004 and herewith as (i) Exhibit 10.01—form of restricted stock award letter for executive officers and (ii) Exhibit 10.02—form of restricted stock award letter for employees of the Company who are not executive officers.

 

On March 24, 2005, the Compensation and Incentive Committee approved incentive compensation awards consisting of restricted stock to the Company’s executive officers under the Plan in the following amounts: Joel F. Gemunder, President and Chief Executive Officer: 154,886 shares; David W. Froesel, Jr., Senior Vice President and Chief Financial Officer: 29,649 shares; Patrick E. Keefe, Executive Vice President—Operations: 24,569 shares; Cheryl D. Hodges, Senior Vice President and Secretary: 22,002 shares; Timothy E. Bien, Senior Vice President—Professional Services and Purchasing: 17,816 shares; and Kirk M. Pompeo, Senior Vice President—Sales and Marketing: 9,856 shares. The restricted stock awards granted on March 24, 2005 to the executive officers above vest ratably over a period of ten years and the Fair Market Value (as defined in the Plan) per share for such grants was $35.51. The form of Restricted Stock Award Letter for these grants to executive officers is filed herewith as Exhibit 10.01.

 

The Compensation and Incentive Committee previously approved incentive compensation awards consisting of stock options and restricted stock to the Company’s executive officers under the Plan in the following amounts: Mr. Gemunder: options representing 460,000 shares of Company common stock and 70,000 shares of restricted stock; Mr. Froesel: options representing 100,000 shares of Company common stock and 15,000 shares of restricted stock; Mr. Keefe: options representing 70,000 shares of Company common stock and 12,500 shares of restricted stock; Ms. Hodges: options representing 84,000 shares of Company common stock and 12,500 shares of restricted stock; Mr. Bien: options representing 70,000 shares of Company common stock and 10,000 shares of restricted stock; and Mr. Pompeo: options representing 25,000 shares of Company common stock and 5,000 shares of restricted stock. The stock options described above have an exercise price of $27.60, which was equal to the Fair Market Value (as defined in the Plan) per share, and have an exercise period of ten years from the date of grant. The restricted stock grants vest over a staggered seven-year vesting schedule with the greater portion vesting in the latter years. The forms of Stock Option Award Letter and restricted stock award letter for these grants to executive officers were filed as Exhibits 10.01 and 10.02, respectively, to the Company’s Form 8-K dated December 1, 2004.

 

On March 24, 2005, 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, 2005 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.

 

10.01    Form of Restricted Stock Award Letter (Executive Officers).
10.02    Form of Restricted Stock Award Letter (Employees Other Than Executive Officers).
99.1    Twentieth Amendment to Employment Agreement with Joel F. Gemunder, dated March 24, 2005.
99.2    Nineteenth Amendment to Employment Agreement with Cheryl D. Hodges, dated March 24, 2005.
99.3    Thirteenth Amendment to Employment Agreement with Patrick E. Keefe, dated March 24, 2005.


This excerpt taken from the OCR 8-K filed Mar 9, 2005.

(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 March 8, 2005, Omnicare, Inc., a Delaware corporation (the “Company”), completed its offer to exchange (the “exchange offer”) up to $345 million aggregate liquidation amount of the 4.00% Trust Preferred Income Equity Redeemable Securities (the “Old Trust PIERS”) of Omnicare’s subsidiary, Omnicare Capital Trust I, for an equal amount of the Series B 4.00% Trust Preferred Income Equity Redeemable Securities (the “New Trust PIERS”) of Omnicare’s subsidiary, Omnicare Capital Trust II, plus an exchange fee of $0.125 per $50 stated liquidation amount of Old Trust PIERS. After the expiration of the exchange offer, approximately $333,766,950 aggregate liquidation amount of Old Trust PIERS (representing approximately 96.7% of the total liquidation amount of the Old Trust PIERS outstanding) had been tendered in exchange for an equal liquidation amount of New Trust PIERS and the exchange fee. In connection with the exchange offer, the Company issued $344,089,650 principal amount of its Series B 4.00% junior subordinated convertible debentures due 2033 (the “New Debentures”) to Omnicare Capital Trust II, which debentures are the sole assets of Omnicare Capital Trust II.

 

In connection with the exchange offer, on March 8, 2005, the Company entered into (a) a Third Supplemental Indenture, dated as of March 8, 2005, between the Company and SunTrust Bank, as trustee, filed hereto as Exhibit 4.7, (b) an Amended and Restated Trust Agreement of Omnicare Capital Trust II, dated as of March 8, 2005, among the Company, JPMorgan Chase Bank, N.A., as property trustee, Chase Manhattan Bank USA, National Association, as Delaware trustee, and David W. Froesel, Jr. and Thomas Marsh, as administrative trustees, filed hereto as Exhibit 4.10 and (c) a Guarantee Agreement, dated as of March 8, 2005, between the Company and JPMorgan Chase Bank, N.A., as guarantee trustee, filed hereto as Exhibit 4.11, pursuant to which the Company guarantees (the “Guarantee”), on a junior subordinated basis, certain payments and distributions, including contingent distributions, if any, with respect to the New Trust PIERS to the extent not paid by or on behalf of Omnicare Capital Trust II.

 

A description of the material terms of the New Trust PIERS, the New Debentures and the Guarantee is incorporated herein by reference to the information under the headings “Summary - The New Trust PIERS,” “Description of the New Trust PIERS,” “Description of the New Convertible Debentures,” “Description of the New Guarantee” and “Relationship Among the New Trust PIERS, the New Convertible Debentures and the New Guarantee” contained in the Company’s Prospectus dated March 7, 2005, filed hereto as Exhibit 99.1.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The response to Item 1.01 above is incorporated herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

4.7    Third Supplemental Indenture, dated as of March 8, 2005, between Omnicare, Inc. and SunTrust Bank, as Trustee.


4.10    Amended and Restated Trust Agreement of Omnicare Capital Trust II, dated as of March 8, 2005.
4.11    Guarantee Agreement of Omnicare, Inc. relating to the Series B 4.00% Trust Preferred Income Equity Redeemable Securities, dated as of March 8, 2005.
99.1    Descriptions of the New Trust PIERS, the New Debentures and the Guarantee (incorporated by reference to the sections entitled “Summary - The New Trust PIERS,” “Description of the New Trust PIERS,” “Description of the New Convertible Debentures,” “Description of the New Guarantee” and “Relationship Among the New Trust PIERS, the New Convertible Debentures and the New Guarantee” contained in the Prospectus of Omnicare, Inc. dated March 7, 2005, filed with the Securities and Exchange Commission on March 8, 2005 pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended).


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