UNITED STATES
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): August 23, 2011
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)
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:
| [ ] | 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) |
| [X] | 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 August 23, 2011, Omnicare, Inc. issued a press release announcing its proposal to acquire PharMerica Corporation (“PharMerica”). The press release announcing the proposal, including the full text of the proposal letter delivered to PharMerica’s Board of Directors, is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release of Omnicare, Inc., dated August 23, 2011. | |
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/ Alexander M. Kayne | |
| Name: | Alexander M. Kayne | |
| Title: | Senior Vice President, General Counsel | |
| and Secretary | ||
Dated: August 23, 2011
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release of Omnicare, Inc., dated August 23, 2011. | |