<PAGE>






    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 2000

                                                       REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ------------------


                                 OMNICARE, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                       <C>
             DELAWARE                                  31-1001351
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
 of incorporation or organization)
</TABLE>

                            100 EAST RIVERCENTER BLVD.
                            COVINGTON, KENTUCKY 41011
                    (Address of Principal Executive Offices)
                               ------------------

              OMNICARE, INC. 1998 LONG-TERM EMPLOYEE INCENTIVE PLAN
                               ------------------
                                CHERYL D. HODGES,
                                    SECRETARY
                               C/O OMNICARE, INC.
                                    SUITE 1600
                            100 EAST RIVERCENTER BLVD.
                            COVINGTON, KENTUCKY 41011
                                 (606) 392-3300

 (Name, address and telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum     Proposed Maximum
Title of Securities to be     Amount to be      Offering Price Per   Aggregate Offering       Amount of
     Registered               Registered(2)            Share               Price           Registration Fee
------------------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                  <C>                  <C>
Common Stock, par value
$1.00 per share(1)               31,947              $23.5313        $  751,754.44(3)
                                626,550               12.3438         7,734,007.89(3)

                                 14,000                9.5938           134,313.20(3)

                                327,503                9.9688         3,264,811.91(4)
                                                                      ------------

                                                                      $11,884,887.44          $3,137.61
</TABLE>

(1) There are also being registered hereunder an equal number of Purchase
    Rights, which are currently attached to and transferrable only with the
    Common Stock registered hereby, issuable pursuant to the Registrant's
    Stockholder Rights Plan.

(2) Amount to be registered will include an indeterminate additional number that
    may be issuable pursuant to the antidilution provisions of the Registrant's
    1998 Long-Term Employee Incentive Plan.

(3) Calculated in accordance with Rule 457(h)(l) based on the price at which
    outstanding options may be exercised
    under the Registrant's 1998 Long-Term Employee Incentive Plan.

(4) Calculated in accordance with Rule 457(h)(l) based on the average of the
    high and low sales price of the Common Stock as reported on the New York
    Stock Exchange on January 26, 2000.

================================================================================


<PAGE>



                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference herein and shall be deemed
a part hereof:

               (a) The Annual Report of Omnicare, Inc. ("Omnicare") on Form 10-K
        for the fiscal year ended December 31, 1998, filed pursuant to Section
        13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
        Act").

               (b) All other reports filed by Omnicare pursuant to Section 13(a)
        or 15(d) of the Exchange Act since December 31, 1998.

               (c) The description of Omnicare's common stock set forth in
        Omnicare's Registration Statement on Form 8-A/A-1 (File No. 1-8269)
        filed with the Commission on April 17, 1996.

All documents filed by Omnicare pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Restated Certificate of Incorporation, as amended, and Amended Bylaws of
Omnicare, and separate Indemnification Agreements, provide for the
indemnification of each director and officer of Omnicare in connection with any
claim, action, suit or legal proceeding brought or threatened by reason of his
or her position with Omnicare. In addition, the General Corporation Law of the
State of Delaware ("Delaware Law") permits Omnicare to indemnify its directors,
officers and others against judgments, fines, amounts paid in settlement and
attorneys' fees resulting from various types of legal actions or proceedings if
the actions of the party being indemnified meet the standards of conduct
specified in the Delaware Law.

In addition, Omnicare maintains directors' and officers' liability insurance
policies.


                                       2




<PAGE>


ITEM 8.  EXHIBITS.


<PAGE>

<TABLE>
<CAPTION>
Exhibit Number
--------------
Description
-----------
<S>              <C>
*4.1              Restated Certificate of Incorporation of the Registrant
                  (incorporated herein by reference to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996).

*4.2              Certificate of Amendment of Registrant's Restated Certificate
                  of Incorporation (incorporation herein by reference to
                  Registrant's Registration Statement on Form S-4 (File No.
                  333-53749), filed with the Commission on May 27, 1998).

*4.3              Amended Bylaws of the Registrant (incorporated herein by
                  reference to Registrant's Registration Statement on Form S-3
                  (File No. 333-64441), filed with the Commission on September
                  28, 1998.

5                 Opinion of Thompson Hine & Flory LLP, as to the legality of
                  the securities to be registered.

23.1              Consent of Thompson Hine & Flory LLP (contained in the opinion
                  filed as Exhibit 5).

23.2              Consent of PricewaterhouseCoopers LLP.

23.3              Consent of Ernst & Young LLP.

23.4              Consent of Arthur Andersen LLP.

24                Power of Attorney (included on the signature pages hereof).
</TABLE>


* Incorporated by reference.


                                       3




<PAGE>


ITEM 9.  UNDERTAKINGS.

The undersigned registrant hereby undertakes:

        (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)    To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933 (the "Securities Act");

               (ii)   To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration
                      statement;

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

               (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore,


                                       4




<PAGE>


unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       5




<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Covington, Commonwealth of Kentucky, on the 1st day
of February, 2000.


                                      OMNICARE, INC.
                                      By
                                             /s/ Peter Laterza
                                             -----------------------------------
                                                       Peter Laterza,
                                             Vice President and General Counsel


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose
signature appears below hereby constitutes and appoints Edward L. Hutton, Joel
F. Gemunder and Cheryl D. Hodges his or her true and lawful attorneys-in-fact
and agents, with full power of substitution, and each with power to act alone,
to sign and execute on behalf of the undersigned any and all amendments or
supplements to this Registration Statement, and to perform any acts necessary to
be done in order to file any and all such amendments and supplements with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and each of the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents, or their
substitutes, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


                                       6




<PAGE>


<TABLE>
Signature                               Title                               Date
---------                               -----                               ----
<S>                                 <C>                                  <C>
/s/ Edward L. Hutton                    Chairman and Director               February 1, 2000
---------------------------             (Principal Executive Officer)
Edward L. Hutton

/s/ Joel F. Gemunder                    President and Director              February 1, 2000
---------------------------             (Principal Executive Officer)
Joel F. Gemunder

/s/ David W. Froesel, Jr.               Senior Vice President and           February 1, 2000
---------------------------             Chief Financial Officer
David W. Froesel, Jr.                   (Principal Financial Officer and
                                        Principal Accounting Officer)

                                        Director
---------------------------
Timothy E. Bien

/s/ Charles H. Erhart, Jr.              Director                            February 1, 2000
---------------------------
Charles H. Erhart, Jr.

/s/ Mary Lou Fox                        Director                            February 1, 2000
---------------------------
Mary Lou Fox

/s/ Cheryl D. Hodges                    Director                            February 1, 2000
---------------------------
Cheryl D. Hodges

                                        Director
---------------------------
Timothy C. Hutton

/s/ Patrick E. Keefe                    Director                            February 1, 2000
---------------------------
Patrick E. Keefe

/s/ Sandra E. Laney                     Director                            February 1, 2000
---------------------------
Sandra E. Laney

/s/ Andrea R. Lindell                   Director                            February 1, 2000
---------------------------
Andrea R. Lindell, DNSc, RN

/s/ Sheldon Margen                      Director                            February 1, 2000
---------------------------
Sheldon Margen, M.D.

/s/ Kevin J. McNamara                   Director                            February 1, 2000
---------------------------
Kevin J. McNamara
</TABLE>


                                       7




<PAGE>



                                  EXHIBIT INDEX


<PAGE>


<TABLE>
<CAPTION>
Exhibit Number                          Description
--------------                          -----------
<S>              <C>
*4.1              Restated Certificate of Incorporation of the Registrant
                  (incorporated herein by reference to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996).

*4.2              Certificate of Amendment of Registrant's Restated Certificate
                  of Incorporation (incorporated herein by reference to
                  Registrant's Registration Statement on Form S-4 (File No.
                  333-53749), filed with the Commission on May 27, 1998).

*4.3              Amended Bylaws of the Registrant (incorporated herein by
                  reference to Registrant's Registration Statement on Form S-3
                  (File No. 333-64441), filed with the Commission on September
                  28, 1998.

5                 Opinion of Thompson Hine & Flory LLP, as to the legality of
                  the securities to be registered.

23.1              Consent of Thompson Hine & Flory LLP (contained in the opinion
                  filed as Exhibit 5).

23.2              Consent of PricewaterhouseCoopers LLP.

23.3              Consent of Ernst & Young LLP.

23.4              Consent of Arthur Andersen LLP.

24                Power of Attorney (included on the signature pages hereof).
</TABLE>




* Incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "OMNICARE,INC. S-8", "secsgml_size_bytes": 17889}]
{"company-data": {"conformed-name": "OMNICARE INC", "cik": "0000353230", "assigned-sic": "5912", "irs-number": "311001351", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95949", "film-number": "519766"}, "business-address": {"street1": "100 E RIVERCENTER BLVD", "street2": "STE 1600", "city": "COVINGTON", "state": "KY", "zip": "41011", "phone": "6063923300"}, "mail-address": {"street1": "100 E RIVERCENTER BLVD", "street2": "STE 1600", "city": "COVINGTON", "state": "KY", "zip": "41011"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 2000

                                                       REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ------------------

                                 OMNICARE, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                  31-1001351
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
 of incorporation or organization)
100 EAST RIVERCENTER BLVD.
                            COVINGTON, KENTUCKY 41011
                    (Address of Principal Executive Offices)
                               ------------------

              OMNICARE, INC. 1998 LONG-TERM EMPLOYEE INCENTIVE PLAN
                               ------------------
                                CHERYL D. HODGES,
                                    SECRETARY
                               C/O OMNICARE, INC.
                                    SUITE 1600
                            100 EAST RIVERCENTER BLVD.
                            COVINGTON, KENTUCKY 41011
                                 (606) 392-3300

 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
                                                 Proposed Maximum     Proposed Maximum
Title of Securities to be     Amount to be      Offering Price Per   Aggregate Offering       Amount of
     Registered               Registered(2)            Share               Price           Registration Fee
------------------------------------------------------------------------------------------------------------
Common Stock, par value
$1.00 per share(1)               31,947              $23.5313        $  751,754.44(3)
                                626,550               12.3438         7,734,007.89(3)

                                 14,000                9.5938           134,313.20(3)

                                327,503                9.9688         3,264,811.91(4)
                                                                      ------------

                                                                      $11,884,887.44          $3,137.61
(1) There are also being registered hereunder an equal number of Purchase
    Rights, which are currently attached to and transferrable only with the
    Common Stock registered hereby, issuable pursuant to the Registrant's
    Stockholder Rights Plan.

(2) Amount to be registered will include an indeterminate additional number that
    may be issuable pursuant to the antidilution provisions of the Registrant's
    1998 Long-Term Employee Incentive Plan.

(3) Calculated in accordance with Rule 457(h)(l) based on the price at which
    outstanding options may be exercised
    under the Registrant's 1998 Long-Term Employee Incentive Plan.

(4) Calculated in accordance with Rule 457(h)(l) based on the average of the
    high and low sales price of the Common Stock as reported on the New York
    Stock Exchange on January 26, 2000.

================================================================================
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference herein and shall be deemed
a part hereof:

               (a) The Annual Report of Omnicare, Inc. ("Omnicare") on Form 10-K
        for the fiscal year ended December 31, 1998, filed pursuant to Section
        13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
        Act").

               (b) All other reports filed by Omnicare pursuant to Section 13(a)
        or 15(d) of the Exchange Act since December 31, 1998.

               (c) The description of Omnicare's common stock set forth in
        Omnicare's Registration Statement on Form 8-A/A-1 (File No. 1-8269)
        filed with the Commission on April 17, 1996.

All documents filed by Omnicare pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Restated Certificate of Incorporation, as amended, and Amended Bylaws of
Omnicare, and separate Indemnification Agreements, provide for the
indemnification of each director and officer of Omnicare in connection with any
claim, action, suit or legal proceeding brought or threatened by reason of his
or her position with Omnicare. In addition, the General Corporation Law of the
State of Delaware ("Delaware Law") permits Omnicare to indemnify its directors,
officers and others against judgments, fines, amounts paid in settlement and
attorneys' fees resulting from various types of legal actions or proceedings if
the actions of the party being indemnified meet the standards of conduct
specified in the Delaware Law.

In addition, Omnicare maintains directors' and officers' liability insurance
policies.

                                       2
ITEM 8.  EXHIBITS.
Exhibit Number
--------------
Description
-----------
*4.1              Restated Certificate of Incorporation of the Registrant
                  (incorporated herein by reference to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996).

*4.2              Certificate of Amendment of Registrant's Restated Certificate
                  of Incorporation (incorporation herein by reference to
                  Registrant's Registration Statement on Form S-4 (File No.
                  333-53749), filed with the Commission on May 27, 1998).

*4.3              Amended Bylaws of the Registrant (incorporated herein by
                  reference to Registrant's Registration Statement on Form S-3
                  (File No. 333-64441), filed with the Commission on September
                  28, 1998.

5                 Opinion of Thompson Hine & Flory LLP, as to the legality of
                  the securities to be registered.

23.1              Consent of Thompson Hine & Flory LLP (contained in the opinion
                  filed as Exhibit 5).

23.2              Consent of PricewaterhouseCoopers LLP.

23.3              Consent of Ernst & Young LLP.

23.4              Consent of Arthur Andersen LLP.

24                Power of Attorney (included on the signature pages hereof).
* Incorporated by reference.

                                       3
ITEM 9.  UNDERTAKINGS.

The undersigned registrant hereby undertakes:

        (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)    To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933 (the "Securities Act");

               (ii)   To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration
                      statement;

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

               (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore,

                                       4
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Covington, Commonwealth of Kentucky, on the 1st day
of February, 2000.

                                      OMNICARE, INC.
                                      By
                                             /s/ Peter Laterza
                                             -----------------------------------
                                                       Peter Laterza,
                                             Vice President and General Counsel

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose
signature appears below hereby constitutes and appoints Edward L. Hutton, Joel
F. Gemunder and Cheryl D. Hodges his or her true and lawful attorneys-in-fact
and agents, with full power of substitution, and each with power to act alone,
to sign and execute on behalf of the undersigned any and all amendments or
supplements to this Registration Statement, and to perform any acts necessary to
be done in order to file any and all such amendments and supplements with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and each of the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents, or their
substitutes, shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                                       6
Signature                               Title                               Date
---------                               -----                               ----
/s/ Edward L. Hutton                    Chairman and Director               February 1, 2000
---------------------------             (Principal Executive Officer)
Edward L. Hutton

/s/ Joel F. Gemunder                    President and Director              February 1, 2000
---------------------------             (Principal Executive Officer)
Joel F. Gemunder

/s/ David W. Froesel, Jr.               Senior Vice President and           February 1, 2000
---------------------------             Chief Financial Officer
David W. Froesel, Jr.                   (Principal Financial Officer and
                                        Principal Accounting Officer)

                                        Director
---------------------------
Timothy E. Bien

/s/ Charles H. Erhart, Jr.              Director                            February 1, 2000
---------------------------
Charles H. Erhart, Jr.

/s/ Mary Lou Fox                        Director                            February 1, 2000
---------------------------
Mary Lou Fox

/s/ Cheryl D. Hodges                    Director                            February 1, 2000
---------------------------
Cheryl D. Hodges

                                        Director
---------------------------
Timothy C. Hutton

/s/ Patrick E. Keefe                    Director                            February 1, 2000
---------------------------
Patrick E. Keefe

/s/ Sandra E. Laney                     Director                            February 1, 2000
---------------------------
Sandra E. Laney

/s/ Andrea R. Lindell                   Director                            February 1, 2000
---------------------------
Andrea R. Lindell, DNSc, RN

/s/ Sheldon Margen                      Director                            February 1, 2000
---------------------------
Sheldon Margen, M.D.

/s/ Kevin J. McNamara                   Director                            February 1, 2000
---------------------------
Kevin J. McNamara
7
EXHIBIT INDEX
Exhibit Number                          Description
--------------                          -----------
*4.1              Restated Certificate of Incorporation of the Registrant
                  (incorporated herein by reference to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996).

*4.2              Certificate of Amendment of Registrant's Restated Certificate
                  of Incorporation (incorporated herein by reference to
                  Registrant's Registration Statement on Form S-4 (File No.
                  333-53749), filed with the Commission on May 27, 1998).

*4.3              Amended Bylaws of the Registrant (incorporated herein by
                  reference to Registrant's Registration Statement on Form S-3
                  (File No. 333-64441), filed with the Commission on September
                  28, 1998.

5                 Opinion of Thompson Hine & Flory LLP, as to the legality of
                  the securities to be registered.

23.1              Consent of Thompson Hine & Flory LLP (contained in the opinion
                  filed as Exhibit 5).

23.2              Consent of PricewaterhouseCoopers LLP.

23.3              Consent of Ernst & Young LLP.

23.4              Consent of Arthur Andersen LLP.

24                Power of Attorney (included on the signature pages hereof).
* Incorporated by reference.