<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended December 31, 1996

Commission File Number-             0-27602
                                    -------

                              NCS HealthCare, Inc.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                      No.  34-1816187
-------------------------------            ------------------------------------
(State or other jurisdiction of            (IRS employer identification number)
 incorporation or organization)          

3201 Enterprise Parkway, Suite 220, Beachwood, Ohio  44122
----------------------------------------------------------
     (Address of principal executive offices and zip code)

                     (216) 514-3350
----------------------------------------------------------
      (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant:

1)  has filed all reports required to be filed by Section 13 or 15(d) of the
    Securities Exchange Act of 1934 during the preceding 12 months (or for such
    shorter period that the registrant was required to file such reports), and
2)  has been subject to such filing requirement for the past 90 days.

Yes  X   No __

Common Stock Outstanding
------------------------

Indicate the number of shares outstanding of each of the Issuers' classes of
common stock, as of the latest practical date.

Class A Common Stock, $ .01 par value -- 10,799,386 shares as of February 7,
1997 
Class B Common Stock, $ .01 par value -- 6,362,020 shares as of February 7,
1997


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                              NCS HEALTHCARE, INC.
                                AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>

                                                                                                 Page
                                                                                                 ----
<S>                                                                                             <C>
Part I.  Financial Information:

Item 1.  Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheets-
               December 31, 1996 and June 30, 1996                                                 3

         Condensed Consolidated Statements of Income-
               Three and six months ended-
               December 31, 1996 and 1995                                                          4

         Condensed Consolidated Statements of Cash Flows-
               Six months ended-
               December 31, 1996 and 1995                                                          5

         Notes to Condensed Consolidated Financial Statements - December 31, 1996                  6

Item 2.  Management's Discussion and Analysis of
         Results of Operations and Financial Condition                                             8

Part II. Other Information:

Item 2.  Changes in Securities                                                                    10

Item 6.  Exhibits and Reports on Form  8-K                                                        10

Signatures                                                                                        11
</TABLE>


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<PAGE>   3



ITEM 1. FINANCIAL STATEMENTS

                              NCS HEALTHCARE, INC.
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT SHARE INFORMATION)
<TABLE>
<CAPTION>
                                                                        (Unaudited)       (Note A)
                                                                        December 31,      June 30,
ASSETS                                                                      1996            1996
                                                                        ------------      --------
<S>                                                                       <C>             <C>     
Current Assets:
         Cash and cash equivalents                                        $100,017        $ 21,460
         Accounts receivable, less allowances                               44,810          27,762
         Inventories                                                        15,734           7,487
         Other                                                               3,696           2,484
                                                                          --------        --------
                  Total current assets                                     164,257          59,193
Property and equipment, at cost
         net of accumulated depreciation and amortization                   15,730          10,283
Goodwill, less accumulated amortization                                     96,024          39,101
Other assets                                                                 2,573           2,091
                                                                          --------        --------
                  Total assets                                            $278,584        $110,668
                                                                          ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY 
Current Liabilities:
         Accounts payable                                                 $ 11,368        $  4,968
         Payable for acquisitions                                            9,665              --
         Accrued expenses and other liabilities                             13,025           5,889
                                                                          --------        --------
                  Total current liabilities                                 34,058          10,857

Long-term debt                                                               5,360           1,961
Convertible subordinated debentures                                          6,549           6,549
Other                                                                          474             201


Stockholders' Equity:
         Preferred stock, par value $ .01 per share, 1,000,000
               shares authorized; none issued                                   --              --
         Common stock, par value $ .01 per share:
             Class A - 50,000,000 shares authorized; 10,473,131
                 and 5,560,492 shares issued and outstanding at
                 December 31, 1996 and June 30, 1996, respectively             105              56
             Class B - 20,000,000 shares authorized; 6,379,100
                 and 6,603,228 shares issued and outstanding at
                 December 31, 1996 and June 30, 1996, respectively              64              66

         Paid-in capital                                                   221,104          84,907
         Retained earnings                                                  10,870           6,071
                                                                          --------        --------
                  Total stockholders' equity                               232,143          91,100
                                                                          --------        --------
                  Total liabilities and stockholders' equity              $278,584        $110,668
                                                                          ========        ========
<FN>

Note A: The balance sheet at June 30, 1996 has been derived from the audited
        financial statements at that date, but does not include all of the
        information and footnotes required by generally accepted accounting
        principles for complete financial statements.
</TABLE>

           See notes to condensed consolidated financial statements.


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<PAGE>   4



                              NCS HEALTHCARE, INC.
                                AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
             (IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)
<TABLE>
<CAPTION>
                                                        Three Months Ended              Six Months Ended
                                                           December 31,                    December 31,
                                                    ------------------------        -------------------------
                                                      1996            1995            1996             1995
                                                    ------------------------        -------------------------
<S>                                                 <C>              <C>            <C>              <C>     
Revenues                                            $ 59,323         $27,599        $102,365         $ 50,027
Cost of revenues                                      44,292          19,774          76,146           35,986
                                                    --------         -------        --------         --------
Gross profit                                          15,031           7,825          26,219           14,041

Selling, general and administrative expenses          11,175           5,729          18,829           10,428
Special compensation (1)                                  --              --              --            2,811
                                                    --------         -------        --------         --------
Operating income                                       3,856           2,096           7,390              802
Interest expense (income), net                        (1,256)            874          (1,133)           1,381
                                                    --------         -------        --------         --------
Income (loss) before income taxes                      5,112           1,222           8,523             (579)
Income tax expense (benefit)                           2,223             497           3,724             (255)
                                                    --------         -------        --------         --------
Net income (loss)                                   $  2,889         $   725        $  4,799         $   (324)
                                                    ========         =======        ========         ========
Net income (loss) per share                         $   0.17         $  0.10        $   0.32         $  (0.05)
                                                    ========         =======        ========         ========

Shares used in the computation                        17,016           6,949          14,805            6,941

<FN>

(1) Represents a one-time, non-recurring charge in connection with the
    termination of compensation arrangements with the prior owners of certain
    acquired businesses which had the effect of reducing net income per share by
    $0.23 for the six months ended December 31, 1995.
</TABLE>

           See notes to condensed consolidated financial statements.


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<PAGE>   5



                              NCS HEALTHCARE, INC.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                             Six Months Ended
                                                                                December 31,
                                                                          ------------------------
                                                                          1996              1995
                                                                          ------------------------
<S>                                                                    <C>               <C>      
OPERATING ACTIVITIES
Net income (loss)                                                      $   4,799         $   (324)
Adjustments to reconcile net income (loss) to net cash provided
  by (used in) operating activities:
         Special compensation                                                 --            2,811
         Depreciation and amortization                                     3,103            1,315
                                                                       ---------         --------
                                                                           7,902            3,802

         Changes in assets and liabilities, net of effects of
           assets and liabilities acquired:
                  Accounts receivable, net                                (5,715)          (4,333)
                  Accrued expenses and other liabilities                   4,115           (3,269)
                  Other, net                                              (2,808)            (338)
                                                                       ---------         --------
Net cash provided by (used in) operating activities                        3,494           (4,138)

INVESTING ACTIVITIES
Purchases of businesses                                                  (52,009)         (12,125)
Capital expenditures for property and equipment, net                      (3,386)          (1,861)
Other                                                                     (1,418)          (1,242)
                                                                       ---------         --------
Net cash used in investing activities                                    (56,813)         (15,228)

FINANCING ACTIVITIES
Proceeds from issuance of common stock                                   123,626            1,794
Proceeds from convertible subordinated debentures                             --           12,925
Repayment of long-term debt                                               (1,996)          (3,760)
Borrowings on line-of-credit                                               7,095           27,010
Payments on line-of-credit                                                (7,095)         (17,400)
Proceeds from issuance of long-term debt                                  10,246               --
                                                                       ---------         --------
Net cash provided by financing activities                                131,876           20,569
                                                                       ---------         --------
Net increase in cash and cash equivalents                                 78,557            1,203
Cash and cash equivalents at beginning of period                          21,460              286
                                                                       ---------         --------
Cash and cash equivalents at end of period                             $ 100,017         $  1,489
                                                                       =========         ========
<FN>
                          See notes to condensed consolidated financial statements.
</TABLE>



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<PAGE>   6




                              NCS HEALTHCARE, INC.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1996
                                   (UNAUDITED)

1.     The accompanying unaudited condensed consolidated financial statements
       have been prepared in accordance with generally accepted accounting
       principles for interim financial information and with the instructions to
       Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
       include all of the information and footnotes required by generally
       accepted accounting principles for complete financial statements. In the
       opinion of management, all adjustments (consisting of normal recurring
       accruals) considered necessary for a fair presentation have been
       included. Operating results for the six month period ended December 31,
       1996 are not necessarily indicative of the results that may be expected
       for the year ending June 30, 1997. For further information, refer to the
       consolidated financial statements and footnotes thereto included in the
       Registrant's Form 10 - K for the year ended June 30, 1996 (File No. 0 -
       27602).

2.     On February 14, 1996, the Company issued 4,476,000 shares of Class A
       Common Stock at $16.50 per share in connection with an initial public
       offering. A portion of the net proceeds from the stock issuance were used
       to repay approximately $27,000,000 of outstanding indebtedness under
       long-term and short-term borrowings.

       On October 4, 1996, the Company completed a public offering of 4,235,000
       shares of Class A Common Stock at $31 per share. The offering raised
       approximately $123,600,000 (net of underwriting discounts and expenses).
       A portion of the net proceeds from the stock issuance was used to repay
       approximately $7,000,000 of outstanding indebtedness under short-term
       borrowings.

3.     During the six months ended December 31, 1996, the Company completed
       acquisitions of Advanced Rx Services, Inc. in Northfield, New Jersey,
       IPAC Pharmacy, Inc. in Portland, Oregon, Medical Arts Pharmacy in Grand
       Rapids, Michigan, Northside Pharmacy Inc. and Thrifty Medical Supply,
       Inc. in Oklahoma City, Oklahoma, Thrifty Medical of Tulsa L.L.C. in
       Tulsa, Oklahoma, Hudson Pharmacy of Wichita, Inc. in Wichita, Kansas, IV
       - Pen Care Inc. in Fort Wayne, Indiana, Pharmacy Corporation of America -
       Wilsonville division, in Wilsonville, Oregon, I.V. Care of East Central
       Indiana, in Muncie, Indiana, Spectrum Health Services, Inc. in Tampa,
       Florida, Clinical Health Systems in Vancouver, Washington, J & K Newsom,
       Inc. in Cloverdale, Indiana, H.M.S. Production, Inc. in Dearborn Heights,
       Michigan, DeMoss Rexall Drugs, Inc. in Princeton, Indiana, First
       Pharmacy, Inc. in Flint, Michigan, Pharma-Care, Inc. in Flushing,
       Michigan, Pharmacy Acquisition Corporation in Philadelphia, Pennsylvania,
       PNS Pharmacy in Muncy, Pennsylvania and Beck's Nursing Home in Eldorado,
       Illinois. The aggregate purchase price for these businesses was
       $64,628,000 consisting of $50,741,000 in cash, $1,268,000 of debt and
       $12,619,000 of Class A Common Stock of the Company.

       During fiscal 1996, the Company completed acquisitions of Corinthian
       Healthcare Systems, Inc., located in Indianapolis, Indiana, The
       Apothecary, Inc. in Scranton, Pennsylvania, DeMoss Rexall Drugs, Inc., in
       Evansville, Indiana, Care Plus Pharmacy in Decatur, Illinois, Uni-Care
       Health Services Inc. in Londonderry, New Hampshire, Uni-Care Health
       Services of Maine in Wells, Maine, and Family Care Nursing Home Service,
       Inc. and Care Unlimited, Inc. in Herrin, Illinois. The aggregate purchase
       price for these businesses was $29,744,000 consisting of $19,983,000 in
       cash, $7,925,000 of convertible debentures and $1,836,000 of Class A
       Common Stock of the Company.

       Subsequent to December 31, 1996, the Company completed acquisitions of
       Davis Pharmacy in Golconda, Illinois, Allcare Pharmacy in Arkadelphia,
       Arkansas, Long Term Care Pharmacy Services in East Greenwich, Rhode
       Island, Health Mart Pharmacy in Albany, Oregon and Eakles Drug Store, 
       Inc. in Hagerstown, Maryland. The aggregate purchase price for these 
       businesses was $12,824,000 consisting of $7,824,000 in cash and 
       $5,000,000 of Class A Common Stock of the Company.




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<PAGE>   7



       Unaudited pro forma data, as though the Company had completed its initial
       and secondary public offerings and had purchased each of these 
       businesses as of July 1, 1995, are set forth below:

<TABLE>
<CAPTION>
                                      Six Months                Six Months
                                        Ended                     Ended
                                   December 31, 1996         December 31, 1995
                                   -----------------         -----------------
                                  (In thousands, except per share information)
<S>                                    <C>                       <C>      
Revenues                               $140,112                  $126,287 
                                                                          
Net income (A)                         $  5,415                  $    703 
                                                                          
Net income per common share (A)        $   0.37                  $   0.10 
</TABLE>

       (A) The pro forma results of operations of the Company for the six
           months ended December 31, 1995, include a one-time, non-recurring
           charge of $2,811,000 in connection with the termination of
           compensation arrangements with the prior owners of certain
           acquired businesses which had the effect of reducing the net
           income per share by $0.23.

4.     During January 1997, the Company acquired Rescot Systems Group, Inc.
       (Rescot) for $3,500,000 of Class A Common Stock of the Company. Rescot is
       a software company that provides information systems to institutional
       pharmacies. The results of Rescot have not been included in the pro forma
       results above.


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<PAGE>   8


                              NCS HEALTHCARE, INC.
                                AND SUBSIDIARIES
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                       OPERATIONS AND FINANCIAL CONDITION
                  THREE AND SIX MONTHS ENDED DECEMBER 31, 1996

Results of Operations

Revenues for the three months ended December 31, 1996 increased 114.9% to
$59,323,000 from $27,599,000 recorded in the comparable period in fiscal 1996.
For the six months ended December 31, 1996, revenues increased 104.6% to
$102,365,000 from $50,027,000 recorded in the comparable period in fiscal 1996.

The increase in quarter and year to date revenues over comparable prior year
periods is primarily attributed to two factors; the Company's acquisition
program and internal growth. Total revenues for the six months ended December
31, 1996 include the acquisitions of Advanced Rx Services, Inc. in July, 1996,
IPAC Pharmacy, Inc., Medical Arts Pharmacy, Northside Pharmacy Inc., Thrifty
Medical Supply, Inc., and Thrifty Medical of Tulsa L.L.C. in August, 1996,
Hudson Pharmacy of Wichita, Inc., in September, 1996, IV - Pen Care Inc.,
Pharmacy Corporation of America - Wilsonville division, I.V. Care of East
Central Indiana and Spectrum Health Services, Inc. in October 1996, Clinical
Health Systems and J & K Newsom, Inc. in November, 1996, and H.M.S. Production,
Inc., DeMoss Rexall Drugs, Inc., First Pharmacy, Inc., Pharma-Care Inc.,
Pharmacy Acquisition Corporation, PNS Pharmacy and Beck's Nursing Home in
December, 1996. In addition, fiscal 1996 acquisitions have had a full period of
operations included as part of the fiscal 1997 year to date consolidated
operating results. Those fiscal 1996 acquisitions include Corinthian Healthcare
Systems, Inc., acquired in September, 1995, The Apothecary, Inc., acquired in
November, 1995, DeMoss Rexall Drugs, Inc., acquired in December, 1995, Care Plus
Pharmacy acquired in April, 1996, Uni-Care Health Services Inc. and Uni-Care
Health Services of Maine acquired in May, 1996, and Family Care Nursing Home
Service, Inc. and Care Unlimited, Inc. acquired in June, 1996. The total number
of beds serviced by the Company as of December 31, 1996 increased 106% to
100,000 beds, from 48,500 beds at December 31, 1995.

The Company's existing operations continued to produce internal growth through
marketing efforts to new and existing clients, increased drug utilization of
long-term care facility residents, and the growth and integration of new and
existing products and services.

Cost of revenues for the three months ended December 31, 1996 increased 124.0%
to $44,292,000, from $19,774,000 recorded in the comparable period in fiscal
1996. For the six months ended December 31, 1996, cost of revenues increased
111.6% to $76,146,000 from $35,986,000 recorded in the comparable period in
fiscal 1996. Cost of revenues as a percentage of revenues for the three and six
month periods ended December 31, 1996 was 74.7% and 74.4%, respectively,
compared to 71.6% and 71.9% for the comparable periods during the prior fiscal
year.

The increase in cost of revenues as a percentage of revenues was primarily the
result of two factors; acquisitions and a change in the State of Pennsylvania
Medicaid reimbursement rates. First, at the time of acquisition, the gross
margins of the acquired companies are typically lower than the Company as a
whole. This is the result of several factors, including less advantageous
purchasing terms, lack of formulary management and higher production costs.
Second, during the second quarter of fiscal 1996, the State of Pennsylvania
changed the reimbursement methodology under the State Medicaid program which
resulted in a lower reimbursement percentage for Company sites located in
Pennsylvania.

Selling, general and administrative expenses as a percentage of revenues were
18.8% and 18.4% for the three and six month periods ended December 31, 1996,
compared to 20.8% and 20.8% during the comparable periods in fiscal 1996. The
percentage decreases are the result of operational efficiencies and continuing
efforts to leverage corporate overhead over a larger revenue base. The increase
in selling, general, and administrative expenses in absolute dollars is mainly
attributable to acquisitions completed during the current fiscal year.




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<PAGE>   9




Special compensation of $2,811,000 for the six months ended December 31, 1995
represents a one-time, non-recurring charge resulting from the termination of
compensation and performance incentive arrangements with the prior owners of
certain acquired businesses.

As a result of interest income of $1,673,000 and $1,714,000, interest expense,
net of interest income, decreased to $(1,256,000) and $(1,133,000) for the three
and six months ended December 31, 1996, from $874,000 and $1,381,000 during the
comparable periods in the prior fiscal year. These decreases are primarily
attributed to the reduction of long-term debt with funds from the initial public
offering completed on February 14, 1996 and interest income earned on funds from
a public offering completed on October 4, 1996.

Liquidity and Capital Resources

Net cash provided by operating activities was $3,494,000 for the six months
ended December 31, 1996, as compared to net cash used by operating activities of
$4,138,000 during the comparable period in fiscal 1996. Net cash provided by
operating activities increased from the comparable period in fiscal 1996 due to
increased profitability and an increase in accrued expenses and other
liabilities. The increase in accrued expenses and other liabilities resulted
primarily from an increase in income taxes payable, an increase in trade 
accounts payable and the timing of payment of certain accruals. These cash flow
increases were offset by increases in accounts receivable and inventory during
the period.
        
Net cash used in investing activities increased to $56,813,000 during the six
months ended December 31, 1996, as compared to $15,228,000 during the comparable
period in fiscal 1996. This is primarily the result of fiscal 1997 acquisitions,
as well as an increase in capital expenditures. Significant capital expenditures
during the six months ended December 31, 1996 included computer and information
systems equipment, computer software, furniture and fixtures at a new facility
in Eastlake, Ohio, leasehold improvements and medication carts for new and
existing customers.

Net cash provided by financing activities increased to $131,876,000 during the
six months ended December 31, 1996, from $20,569,000 during the comparable
period in fiscal 1996. The increase is primarily the result of funds received
from a secondary public offering completed on October 4, 1996.

The Company believes that its cash and available sources of capital are
sufficient to meet its normal operating requirements and acquisition needs
through June 30, 1998.



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<PAGE>   10



ITEM 2. CHANGES IN SECURITIES

The following information is furnished as to all equity securities of the
Company sold during the second fiscal quarter that were not registered under the
Securities Act of 1933, as amended (the "Securities Act").

(A)  On October 1, 1996 the Company issued 6,298 shares of its Class A Common
     Stock to two stockholders in connection with the acquisition of certain
     assets of IV - Pen Care, Inc. Exemption from registration is claimed under
     Section 4(2) of the Securities Act.

(B)  On November 1, 1996 the Company issued 64,621 shares of its Class A Common
     Stock to five stockholders in connection with the acquisition of certain
     assets of Clinical Health Systems. Exemption from registration is claimed
     under Section 4(2) of the Securities Act.

(C)  On December 3, 1996 the Company issued 1,802 shares of its Class A Common
     Stock to two stockholders in connection with the acquisition of assets
     of Tele-Rx Pharmacy Services, Inc. Exemption from registration is
     claimed under Section 4(2) of the Securities Act.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  Exhibit
                  Numbers           Exhibit
                  -------           -------

                     11             Computation of Earnings Per Common Share

                     15             Independent Accountants' Review Report

                     27             Financial Data Schedule

         (b)      Reports on Form 8-K:

                  (1) On October 15, 1996 the Company amended its Current Report
                      on Form 8-K dated August 1, 1996, relating to the
                      acquisition of IPAC Pharmacy, Inc.

                  (2) On October 21, 1996 the Company amended its Current Report
                      on Form 8-K dated August 13, 1996, relating to the
                      acquisition of Thrifty Medical of Tulsa, L.L.C.,
                      Northside Pharmacy, Inc., and Thrifty Medical Supply,
                      Inc.

                  (3) On November 1, 1996 the Company filed a Current Report on
                      Form 8-K dated November 1, 1996, pursuant to Item 5 of
                      Form 8-K, relating to the acquisition of Clinical
                      Health Systems.




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<PAGE>   11



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 thereunto duly authorized.

<TABLE>

                                                NCS HealthCare, Inc.
                                                  (Registrant)
<S>                               <C>
Date:    February 14, 1997          By       /s/     Kevin B. Shaw
                                            ----------------------------------------
                                            Kevin B. Shaw
                                            President, Chief Executive Officer and Director
                                            (Principal Executive Officer)

Date:    February 14, 1997          By      /s/      Jeffrey R. Steinhilber
                                            ----------------------------------------
                                            Jeffrey R. Steinhilber
                                            Senior Vice President and
                                            Chief Financial Officer
                                            (Principal Financial and
                                              Accounting Officer)
</TABLE>

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