<PAGE>
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2001
    
 
                                                      REGISTRATION NO. 333-57024
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------
 
   
                                AMENDMENT NO. 2
                                       TO
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
    
                                 --------------
 
                                 OMNICELL, INC.
             (Exact name of registrant as specified in its charter)
 

<TABLE>
<S>                             <C>                             <C>
           DELAWARE                          3571                         94-3166458
 (State or other jurisdiction    (Primary Standard Industrial          (I.R.S. Employer
              of                 Classification Code Number)         Identification No.)
incorporation or organization)
</TABLE>

 
                                ----------------
 
                             1101 EAST MEADOW DRIVE
                          PALO ALTO, CALIFORNIA 94303
                                 (650) 251-6100
 
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                                ----------------
 
                                Sheldon D. Asher
                     President and Chief Executive Officer
                             1101 East Meadow Drive
                          Palo Alto, California 94303
                                 (650) 251-6100
 
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                                ----------------
 
                                   Copies to:
 

<TABLE>
<S>                                               <C>
         Robert J. Brigham, Esq.                             Gary J. Kocher, Esq.
           COOLEY GODWARD LLP                             PRESTON GATES & ELLIS LLP
          Five Palo Alto Square                          701 Fifth Avenue, Suite 5000
           3000 El Camino Real                          Seattle, Washington 98104-7078
     Palo Alto, California 94306-2155                          (206) 623-7580
             (650) 843-5000
</TABLE>

 
                                ----------------
 
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 
   As soon as practicable after the Registration Statement becomes effective.
                                ----------------
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                                ----------------
 
   

                        CALCULATION OF REGISTRATION FEE
    
 
   

<TABLE>
<CAPTION>
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES       AMOUNT TO BE       OFFERING PRICE PER        AGGREGATE             AMOUNT OF
  TO BE REGISTERED          REGISTERED              SHARE           OFFERING PRICE(1)    REGISTRATION FEE(2)
<S>                    <C>                   <C>                   <C>                   <C>
Common Stock.........       6,900,000               $9.00              $62,100,000             $15,525
</TABLE>

    
 
   
(1)  Estimated solely for the purpose of calculating the amount of the
      registration fee in accordance with Rule 457 under the Securities Act of
    1933, as amended.
    
 
   
(2)  Previously paid.
    
 
   
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
    
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>
   
                   SUBJECT TO COMPLETION, DATED JULY 24, 2001
    
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE SECURITIES AND EXCHANGE COMMISSION DECLARES
OUR REGISTRATION STATEMENT EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

<PAGE>
PRELIMINARY PROSPECTUS
6,000,000 SHARES
 

<TABLE>
<S>                           <C>
OMNICELL, INC.
COMMON STOCK                             [LOGO]
</TABLE>

 
$    PER SHARE
 
----------------------------------------------------------------------
 
   

<TABLE>
<S>                                            <C>
-   Omnicell, Inc. is offering 6,000,000       -   This is our initial public offering and
    shares.                                        no public market currently exists for our
                                                   shares.
-   We anticipate that the initial public      -   Proposed trading symbol: Nasdaq National
    offering price will be between $7.00 and       Market - OMCL.
    $9.00 per share.
</TABLE>

    
 
   
At our request, the underwriters have reserved for sale, at the initial public
offering price, up to $5 million of our common stock for Bergen Brunswig
Corporation. This would represent 625,000 shares of our common stock at the
midpoint of the offering range.
    
 
                      ------------------------------------
 
THIS INVESTMENT INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 6.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 

<TABLE>
<CAPTION>
                                                              PER SHARE      TOTAL
                                                              ---------   ------------
<S>                                                           <C>         <C>
Public offering price.......................................  $           $
Underwriting discount.......................................  $           $
Proceeds to Omnicell, Inc...................................  $           $
</TABLE>

 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
THE UNDERWRITERS HAVE A 30-DAY OPTION TO PURCHASE UP TO 900,000 ADDITIONAL
SHARES OF COMMON STOCK FROM US TO COVER OVER-ALLOTMENTS, IF ANY.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF ANYONE'S INVESTMENT IN THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
 
U.S. BANCORP PIPER JAFFRAY
                         CIBC WORLD MARKETS
                                                                        SG COWEN
 
               THE DATE OF THIS PROSPECTUS IS             , 2001.

<PAGE>
                               INSIDE FRONT COVER
 
Clinical infrastructure and workflow automation solutions for healthcare
(header, centered)
 
Omnicell Patient Medication Profiling screen shot image (upper left)
 
Clinical Pharmacology screen shot image (center left)
 
Person and one automated dispensing cabinet (center right)
 
OmniBuyer application screen shot (lower left)
 
Omnicell Logo image (lower right)

<PAGE>
                               TABLE OF CONTENTS
 
   

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Summary.....................................................         1
Risk Factors................................................         6
Special Note Regarding Forward-Looking Statements...........        16
Use of Proceeds.............................................        16
Dividend Policy.............................................        16
Capitalization..............................................        17
Dilution....................................................        18
Selected Consolidated Financial Data........................        19

Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................        21
Business....................................................        33
Management..................................................        48
Related Party Transactions..................................        61
Principal Stockholders......................................        63
Description of Capital Stock................................        65
Shares Eligible for Future Sale.............................        68
Underwriting................................................        70
Legal Matters...............................................        72
Experts.....................................................        72
Where You Can Find More Information.........................        73
Index to Consolidated Financial Statements..................       F-1
</TABLE>

    
 
                      ------------------------------------
 
You should rely only on the information contained in this prospectus. We have
not, and the underwriters have not, authorized any other person to provide you
with different information. This prospectus is not an offer to sell, nor is it
seeking an offer to buy, these securities in any state where the offer or sale
is not permitted. The information in this prospectus is complete and accurate as
of the date on the front cover, but the information may have changed since that
date.
 
Our logo, Omnicell-Registered Trademark-, OmniCenter-Registered Trademark-,
OmniRx-Registered Trademark-, See & Touch-TM- and Sure-Med-Registered Trademark-
are trademarks of Omnicell, Inc. This prospectus also includes trademarks of
other companies.

<PAGE>

                                    SUMMARY
 
THE ITEMS IN THE FOLLOWING SUMMARY ARE DESCRIBED IN MORE DETAIL LATER IN THIS
PROSPECTUS. THIS SUMMARY HIGHLIGHTS INFORMATION THAT WE BELIEVE IS IMPORTANT,
BUT IT DOES NOT CONTAIN ALL THE INFORMATION YOU SHOULD CONSIDER. THEREFORE, YOU
SHOULD ALSO READ THE ENTIRE PROSPECTUS, ESPECIALLY "RISK FACTORS" AND THE
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES, BEFORE DECIDING TO INVEST IN SHARES
OF OUR COMMON STOCK.
 
OUR BUSINESS
 
We provide an integrated suite of clinical infrastructure and workflow
automation solutions for healthcare facilities. These solutions include pharmacy
and supply systems, clinical reference tools, an Internet-based procurement
application and decision support tools. We sell and lease our products and
related services to a wide range of healthcare facilities such as hospitals,
integrated delivery networks and specialty care facilities, which include
nursing homes, outpatient surgery centers, catheterization labs and clinics. As
of March 31, 2001, we had installed over 18,600 pharmacy and supply systems in
over 1,100 healthcare facilities in the United States. In 2000, we generated
revenue of $67.4 million from the sale and lease of our products and related
services.
 
Our solutions enable healthcare facilities to acquire, manage, dispense and
deliver pharmaceuticals and medical supplies more effectively and efficiently.
Our pharmacy and supply systems facilitate the distribution of pharmaceuticals
and medical supplies at the point of care. These systems interface with
healthcare facilities' existing information systems to accurately capture and
display critical patient data. Our Internet-based procurement application
automates and integrates healthcare facilities' requisition and approval
processes. Furthermore, our Internet-enabled decision support product allows
healthcare facilities to monitor trends in drug utilization and diversion,
improve regulatory compliance and reduce costs by monitoring usage patterns and
optimizing product management. When used in combination, our products and
services offer a comprehensive clinical infrastructure and workflow automation
solution for healthcare facilities.
 
OUR MARKET
 
The delivery of healthcare in the United States is dependent upon predominantly
manual and paper-based methods, resulting in a highly fragmented, complex and
inefficient system. A primary cause of this inefficiency is the relatively small
investment made by healthcare facilities in information technology in the last
two decades. Many existing healthcare information systems are unable to support
the modernization of healthcare delivery processes and address patient safety
initiatives. These factors have contributed to medical errors and unnecessary
process costs across the sector.
 
The Institute of Medicine highlighted the prevalence of medical errors in a
November 1999 report based on the results of more than 30 independent studies.
The report indicated that medical errors are among the top ten causes of death
in the United States, and that medication errors specifically were responsible
for more than an estimated 7,000 deaths in 1993. In March 2001, the Institute of
Medicine issued a follow-up report that recommended increased investment in
information technology as a means of reducing medical errors and improving the
overall quality of patient care.
 
Economic pressures have also dramatically impacted patient care by reducing the
flow of funds to healthcare providers and facilities. For example, the passage
of the Balanced Budget Act of 1997 proposed a reduction of payments to
healthcare providers by more than $250 billion over a five-year period.
Continuing consolidation in the healthcare industry and shortages in the U.S.
labor market for healthcare professionals have also significantly impacted
patient care and contributed to the pressures faced by healthcare providers and
facilities.
 
                                       1

<PAGE>
OUR SOLUTIONS
 
Our clinical infrastructure and workflow automation solutions are designed to:
 
    - reduce medication errors;
 
    - reduce costs;
 
    - improve operating efficiency;
 
    - leverage investments in existing information systems;
 
    - simplify the process of ordering pharmaceuticals and medical supplies; and
 
    - monitor utilization trends.
 
OUR STRATEGY
 
Our goal is to become the leading provider of clinical infrastructure and
workflow automation solutions for the healthcare industry by focusing on the
following strategies:
 
    - continue to leverage and extend our solutions to address patient safety
      and cost-containment pressures facing healthcare facilities;
 
    - continue to collaborate with leading healthcare providers in the
      definition, development and deployment of our products and services;
 
    - further penetrate our installed customer base, which to date has purchased
      only a subset of our available products and services;
 
    - develop solutions that enhance our customers' existing systems by
      preserving, leveraging and upgrading their existing information systems;
      and
 
    - develop strategic relationships with other healthcare and non-healthcare
      partners to enhance our product offerings, broaden our automation
      solutions and increase our sales opportunities.
 
OUR HISTORY
 
   
We have financed our operations since inception primarily through the private
placement of equity securities, as well as through equipment financing and
secured loan arrangements. Through March 31, 2001, we have raised approximately
$77.1 million from the private placement of equity securities, net of
redemptions. This includes net proceeds of approximately $28.5 million from our
last equity financing in the first quarter of 2000. As of March 31, 2001, our
accumulated deficit was approximately $94.6 million, and in 1999 and 2000, we
had net losses of $26.3 million and $20.8 million, respectively.
    
 
We were incorporated in California in September 1992 under the name OmniCell
Technologies, Inc. In September 1999, we changed our name to Omnicell.com. We
intend to reincorporate in Delaware and change our name to Omnicell, Inc.
immediately prior to the completion of the offering.
 
OFFICE LOCATION
 
Our principal executive offices are located at 1101 East Meadow Drive, Palo
Alto, California 94303, and our telephone number is (650) 251-6100. Our Web site
is located at www.omnicell.com. The information on our Web site is neither
incorporated by reference into, nor a part of, this prospectus.
 
                                       2

<PAGE>
THE OFFERING
 
   

<TABLE>
<S>                                            <C>
Common stock offered.........................  6,000,000 shares
 
Common stock outstanding after the
  offering...................................  20,678,920 shares
 
Offering price...............................  $    per share
 
Use of proceeds..............................  To expand sales, marketing, research and
                                               development and customer support activities;
                                               to repay debt owed to Baxter Healthcare; to
                                               redeem preferred stock held by Sun
                                               Healthcare; and for working capital and other
                                               general corporate purposes, including
                                               potential acquisitions.
 
Proposed Nasdaq National Market symbol.......  OMCL
</TABLE>

    
 
   
The number of shares of common stock to be outstanding after the offering is
based on 14,678,920 shares outstanding as of June 30, 2001 and excludes:
    
 
   
    - 3,733,997 shares of our common stock issuable upon exercise of outstanding
      options;
    
 
   
    - 103,416 shares of our common stock issuable upon exercise of outstanding
      warrants;
    
 
   
    - 994,854 shares of common stock reserved for issuance under our stock
      option plan;
    
 
    - 44,680 shares of common stock reserved for issuance under our employee
      stock purchase plans; and
 
    - 720,800 shares of our Series J Preferred Stock that will be redeemed in
      connection with the completion of this offering.
 
Except as otherwise noted, all information in this prospectus:
 
    - assumes no exercise of the underwriters' over-allotment option;
 
    - reflects our reincorporation into Delaware;
 
    - reflects the completion of a 1-for-1.6 reverse stock split that will occur
      prior to the closing of this offering; and
 
    - reflects the redemption of all outstanding redeemable convertible
      preferred stock and the conversion of all outstanding convertible
      preferred stock and a convertible note into shares of common stock upon
      completion of this offering.
 
                                       3

<PAGE>
SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(in thousands, except per share and other data)
 
You should read the following summary consolidated financial data together with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and related notes included
in this prospectus.
 
   
The pro forma net loss per share data and the pro forma as adjusted balance
sheet data give effect to (i) the redemption of 720,800 shares of our redeemable
convertible preferred stock for cash and (ii) the conversion of all of our
convertible preferred stock and a convertible note into shares of our common
stock, which we expect to occur upon the completion of this offering. The pro
forma as adjusted balance sheet data also give effect to the sale of
6,000,000 shares of common stock by us at an assumed initial public offering
price of $8.00 per share and the application of the net proceeds from this
offering as discussed in "Use of Proceeds."
    
 
   

<TABLE>
<CAPTION>
                                                                                                                 THREE MONTHS
                                                                                                                     ENDED
                                                                     YEAR ENDED DECEMBER 31,                       MARCH 31,
                                                       ----------------------------------------------------   -------------------
                                                         1996       1997       1998     1999(1)    2000(2)      2000       2001
                                                       --------   --------   --------   --------   --------   --------   --------
                                                                                                                  (UNAUDITED)
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>        <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues.............................................  $ 21,554   $ 36,073   $48,212    $ 55,271   $ 67,365   $14,486    $18,987
Cost of revenues(3)..................................    10,643     16,572    18,144      34,295     26,578     6,681      7,093
                                                       --------   --------   -------    --------   --------   -------    -------
Gross profit.........................................    10,911     19,501    30,068      20,976     40,787     7,805     11,894
Loss from operations(4)..............................   (11,154)   (10,941)     (211)    (24,351)   (19,533)   (7,051)    (1,167)
Net income (loss)....................................  $(10,460)  $(10,189)  $   643    $(26,267)  $(20,789)  $(7,397)   $(1,778)
                                                       ========   ========   =======    ========   ========   =======    =======
Net income (loss) applicable to common
  stockholders.......................................  $(10,471)  $(10,211)  $   621    $(26,267)  $(20,789)  $(7,397)   $(1,778)
                                                       ========   ========   =======    ========   ========   =======    =======
Net income (loss) per common share:
  Basic..............................................  $ (10.39)  $  (8.93)  $  0.48    $ (17.86)  $ (12.20)  $ (4.40)   $ (0.65)
                                                       ========   ========   =======    ========   ========   =======    =======
  Diluted............................................  $ (10.39)  $  (8.93)  $  0.06    $ (17.86)  $ (12.20)  $ (4.40)   $ (0.65)
                                                       ========   ========   =======    ========   ========   =======    =======
  Pro forma basic and diluted (unaudited)............                                              $  (1.59)             $ (0.13)
                                                                                                   ========              =======
 
Weighted average common shares outstanding:
  Basic..............................................     1,008      1,144     1,302       1,471      1,704     1,681      2,741
  Diluted............................................     1,008      1,144    11,013       1,471      1,704     1,681      2,741
  Pro forma basic and diluted (unaudited)............                                                13,060               14,097
 
OTHER DATA(5):
Cumulative number of sites of installed pharmacy and
  supply systems.....................................       119        176       258         910      1,096       965      1,135
Cumulative number of installed pharmacy and supply
  systems............................................     2,227      3,928     5,875      14,242     17,772    15,376     18,698
</TABLE>

    
 
   

<TABLE>
<CAPTION>
                                                                  MARCH 31, 2001
                                                              ----------------------
                                                                          PRO FORMA
                                                               ACTUAL    AS ADJUSTED
                                                              --------   -----------
<S>                                                           <C>        <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments...........  $  7,698     $40,385
Total assets................................................    47,105      79,792
Deferred gross profit(6)....................................    25,317      25,317
Long-term obligations, net of current portion...............     8,217       7,867
Redeemable convertible preferred stock......................    10,113          --
Total stockholders' equity (net capital deficiency).........  $(26,321)    $17,069
</TABLE>

    
 
------------------------------
 
(1)  The amounts shown for the year ended December 31, 1999 include the results
     of the Sure-Med acquisition from January 29, 1999 to the end of 1999.
 
(2)  The amounts shown for the year ended December 31, 2000 include special
     charges in the third quarter of 2000 related to: restructuring
    activities--$2.0 million writedown of Commerce One MarketSite software
    license, $0.6 million in employee severance expenses and $0.3 million
    writedown of capitalized software development costs; recognition of
    $1.1 million expense
 
                                       4

<PAGE>
    associated with previously deferred offering expenses; and $0.2 million
    writedown of identified intangible assets remaining from the Sure-Med
    acquisition.
 
(3)  Cost of revenues for the year ended December 31, 1999 includes: special
     charges related to the writedown of Sure-Med inventory--$9.7 million;
    purchase accounting adjustment due to the sale of Sure-Med inventories that
    had been written-up to fair value--$1.1 million; and costs incurred to
    complete Sure-Med installation obligations--$0.8 million.
 
(4)  Loss from operations for the year ended December 31, 1999 includes:
     integration expenses associated with the Sure-Med
    acquisition--$0.8 million; and write-off of an equity
    investment--$0.6 million.
 
(5)  Figures do not include systems installed at Sun Healthcare sites.
 
(6)  Deferred gross profit represents gross profit on sales of pharmacy and
     supply systems, excluding installation cost, that have been shipped to,
    accepted and, in most instances, paid for by our customer but not yet
    installed at the customer site. The revenues and cost of revenues for such
    items will be recorded upon completion of installation.
 
   
RECENT OPERATING RESULTS
    
 
   
Total revenues increased 27.3% from $16.4 million for the quarter ended
June 30, 2000 to $20.8 million for the quarter ended June 30, 2001 due to an
increase in the number of pharmacy and supply systems installed. Our loss from
operations decreased 78.0% from $4.3 million for the quarter ended June 30, 2000
to $0.9 million for the quarter ended June 30, 2001 primarily due to increased
gross profit and decreased spending on our Internet-based procurement
application.
    
 
   
Cash, cash equivalents and short-term investments decreased $3.0 million from
$7.7 million as of March 31, 2001 to $4.7 million as of June 30, 2001. As of
June 30, 2001, we had borrowed $3.0 million under our credit facility, were
eligible to borrow an additional $5.0 million and were in compliance with the
covenants of the credit facility.
    
 
                                       5

<PAGE>

                                  RISK FACTORS
 
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE YOU DECIDE TO
BUY OUR COMMON STOCK. YOU SHOULD ALSO CONSIDER THE OTHER INFORMATION IN THIS
PROSPECTUS. IN ADDITION, THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE
ONLY ONES FACING US BECAUSE WE ARE ALSO SUBJECT TO ADDITIONAL RISKS AND
UNCERTAINTIES NOT PRESENTLY KNOWN TO US. IF ANY OF THESE RISKS ACTUALLY OCCURS,
OUR BUSINESS, FINANCIAL CONDITION, OPERATING RESULTS OR CASH FLOWS COULD BE
SERIOUSLY HARMED. THIS COULD CAUSE THE TRADING PRICE OF OUR COMMON STOCK TO
DECLINE, AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT.
 
RISKS RELATED TO OUR BUSINESS
 
ANY REDUCTION IN THE GROWTH AND ACCEPTANCE OF OUR PHARMACY AND SUPPLY SYSTEMS
AND RELATED SERVICES WOULD HARM OUR BUSINESS.
 
Our pharmacy and supply systems represent a relatively new approach to managing
the distribution of pharmaceuticals and supplies at healthcare facilities. Many
healthcare facilities still use traditional approaches that do not include
automated methods of pharmacy and supply management. As a result, we must
continuously educate existing and prospective customers about the advantages of
our products. Our pharmacy and supply systems typically represent a sizeable
initial capital expenditure for healthcare organizations. Changes in the budgets
of these organizations and the timing of spending under these budgets can have a
significant effect on the demand for our pharmacy and supply systems and related
services. In addition, these budgets are often characterized by limited
resources and conflicting spending priorities among different departments. Any
decrease in expenditures by these healthcare facilities, particularly our
significant customers, could decrease demand for our pharmacy and supply systems
and related services and harm our business. We cannot assure you that we will
continue to be successful in marketing our pharmacy and supply systems or that
the level of market acceptance of such systems will be sufficient to generate
operating income.
 
THE HEALTHCARE INDUSTRY FACES FINANCIAL CONSTRAINTS AND CONSOLIDATION THAT COULD
ADVERSELY AFFECT THE DEMAND FOR OUR PRODUCTS AND SERVICES.
 
The healthcare industry has faced, and will likely continue to face, significant
financial constraints. For example, the shift to managed care in the 1990s put
pressure on healthcare organizations to reduce costs, and the Balanced Budget
Act of 1997 significantly reduced Medicare reimbursement to healthcare
organizations. Our automation solutions often involve a significant financial
commitment by our customers, and, as a result, our ability to grow our business
is largely dependent on our customers' information technology budgets. To the
extent healthcare information technology spending declines or increases more
slowly than we anticipate, demand for our products and services would be
adversely affected.
 
Many healthcare providers have consolidated to create larger healthcare delivery
organizations with greater market power. If this consolidation continues, it
could erode our customer base and could reduce the size of our target market. In
addition, the resulting organizations could have greater bargaining power, which
may lead to price erosion.
 
Sun Healthcare Group, Inc., a customer that has accounted for a significant
percentage of our sales over the past five years, filed for Chapter 11
bankruptcy protection in 1999. Revenues from Sun Healthcare were significantly
reduced in 2000, and we do not expect any purchases of our products and services
by Sun Healthcare in 2001 or future years.
 
                                       6

<PAGE>
THE CLINICAL INFRASTRUCTURE AND WORKFLOW AUTOMATION MARKET IS HIGHLY COMPETITIVE
AND WE MAY BE UNABLE TO COMPETE SUCCESSFULLY AGAINST NEW ENTRANTS AND
ESTABLISHED COMPANIES WITH GREATER RESOURCES.
 
The clinical infrastructure and workflow automation market is intensely
competitive and is characterized by evolving technologies and industry
standards, frequent new product introductions and dynamic customer requirements.
We expect continued and increased competition from current and future
competitors, many of whom have significantly greater financial, technical,
marketing and other resources than we do. Our current direct competitors in the
clinical infrastructure and workflow automation market include Pyxis Corporation
(a division of Cardinal Health) and Automated Healthcare (a division of
McKessonHBOC).
 
The competitive challenges we face in the clinical infrastructure and workflow
automation market include, but are not limited to:
 
    - Our competitors may develop, license or incorporate new or emerging
      technologies or devote greater resources to the development, promotion and
      sale of their products and services.
 
    - Certain competitors have greater name recognition and a more extensive
      installed base of pharmacy and supply systems or other products and
      services, and such advantages could be used to increase their market
      share.
 
    - Other established or emerging companies may enter the clinical
      infrastructure and workflow automation market.
 
    - Current and potential competitors may make strategic acquisitions or
      establish cooperative relationships among themselves or with third
      parties, including larger, more established healthcare supply companies,
      thereby increasing their ability to develop and offer products and
      services to address the needs of our prospective customers.
 
    - Our competitors may secure products and services from suppliers on more
      favorable terms or secure exclusive arrangements with suppliers or buyers
      that may impede the sales of our products and services.
 
Competitive pressures could result in price reductions of our products and
services, fewer customer orders and reduced gross margins, any of which could
harm our business.
 
WE HAVE A HISTORY OF OPERATING LOSSES AND WE CANNOT ASSURE YOU THAT WE WILL
ACHIEVE PROFITABILITY.
 
   
For 1996 and 1997, we incurred net losses of approximately $10.5 million and
$10.2 million, respectively. We had net income of approximately $0.6 million in
1998 and had net losses of $26.3 million and $20.8 million in 1999 and 2000,
respectively. As of March 31, 2001, we had an accumulated deficit of
approximately $94.6 million. There can be no assurance we will achieve
profitability in the future. Even if we achieve profitability, we may not be
able to sustain or increase profitability on a quarterly or annual basis.
    
 
IF WE FAIL TO MANAGE OUR GROWING AND CHANGING OPERATIONS, OUR COMPETITIVE
POSITION, RESULTS OF OPERATIONS AND FINANCIAL CONDITION COULD BE HARMED.
 
During 2000, we experienced a period of significant fluctuation in our number of
employees and expansion of the scope of our operating and financial systems.
This has resulted in new and increased responsibilities for management
personnel. To accommodate our changing operations, compete effectively and
manage potential future growth, we must continue to implement and improve our
information systems, procedures and controls, and we must hire competent and
qualified personnel. In addition, we must train, motivate and manage our
workforce to meet the increasing challenge of expanding our automation solutions
business. These demands will require the addition of new management personnel
and the training of existing management personnel, including information
 
                                       7

<PAGE>
systems, sales, technical, service support and financial reporting personnel. We
cannot assure you that our personnel, systems, procedures and controls will be
adequate to support our future operations. Failure to manage our growing and
changing operations could harm our competitive position, results of operations
and financial condition.
 
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND MAY CAUSE OUR
STOCK PRICE TO DECLINE.
 
Our quarterly operating results have varied significantly in the past and may
vary significantly in the future depending on many factors that may include, but
are not limited to, the following:
 
    - the size and timing of orders for our pharmacy and supply systems, and
      their installation and integration;
 
    - the overall demand for healthcare clinical infrastructure and workflow
      automation solutions;
 
    - changes in pricing policies by us or our competitors;
 
    - the number, timing and significance of product enhancements and new
      product announcements by us or our competitors;
 
    - the relative proportions of revenues we derive from products and services;
 
    - our customers' budget cycles;
 
    - changes in our operating expenses;
 
    - the performance of our products;
 
    - changes in our business strategy; and
 
    - economic and political conditions, including fluctuations in interest
      rates and tax increases.
 
Due to the foregoing factors, our quarterly revenues and operating results are
difficult to forecast. Revenues are also difficult to forecast because the
clinical infrastructure and workflow automation market is rapidly evolving.
 
The purchase of our pharmacy and supply systems is often part of a customer's
larger initiative to re-engineer their pharmacy, distribution and materials
management systems. As a result, the purchase of our pharmacy and supply systems
generally involves a significant commitment of management attention and
resources by prospective customers and often requires the input and approval of
many decision makers, including pharmacy directors, materials managers, nurse
managers, financial managers, information systems managers, administrators and
boards of directors. For these and other reasons, the sales cycle associated
with the sale or lease of our pharmacy and supply systems is often lengthy and
subject to a number of delays over which we have little or no control. We cannot
assure you that we will not experience delays in the future. A delay in, or loss
of, sales of our pharmacy and supply systems could cause our operating results
to vary significantly from quarter to quarter and could harm our business.
Accordingly, we believe that period-to-period comparisons of our operating
results are not necessarily indicative of our future performance. Although we
recently experienced revenue growth, this growth should not be considered
indicative of future revenue growth, if any, or of future operating results.
Fluctuation in our quarterly operating results may cause our stock price to
decline.
 
IF WE ARE UNABLE TO RECRUIT AND RETAIN SKILLED AND MOTIVATED PERSONNEL, OUR
COMPETITIVE POSITION, RESULTS OF OPERATIONS AND FINANCIAL CONDITION COULD BE
HARMED.
 
Our success is highly dependent upon the continuing contributions of our key
management, sales, technical and engineering staff. We believe that our future
success will depend upon our ability to attract, train and retain highly skilled
and motivated personnel. In particular, we will need to hire a number of
information technology, research and development, programming and engineering
personnel
 
                                       8

<PAGE>
to assist in the continued development of our business. As our products are
installed in increasingly complex environments, greater technical expertise will
be required. As our installed base of customers increases, we will also face
additional demands on our customer service and support personnel, requiring
additional resources to meet these demands. We may experience difficulty in
recruiting qualified personnel. Competition for qualified technical,
engineering, managerial, sales, marketing, financial reporting and other
personnel is intense and we cannot assure you that we will be successful in
attracting and retaining qualified personnel. Competitors have in the past
attempted, and may in the future attempt, to recruit our employees. Failure to
attract and retain key personnel could harm our competitive position, results of
operations and financial condition.
 
IF WE ARE UNABLE TO MAINTAIN OUR RELATIONSHIPS WITH GROUP PURCHASING
ORGANIZATIONS OR OTHER SIMILAR ORGANIZATIONS, WE MAY HAVE DIFFICULTY SELLING OUR
PRODUCTS AND SERVICES.
 
We have agreements with various group purchasing organizations, such as Premier,
Inc., Novation, LLC and Consorta Catholic Resources Partners, that enable us to
more readily sell our products and services to customers represented by these
organizations. Our relationships with these organizations are terminable at the
convenience of either party. The loss of our relationship with Premier, for
example, could impact the breadth of our customer base and could impair our
ability to increase our revenues. We cannot guarantee that these organizations
will renew our contracts on similar terms, if at all, and we cannot guarantee
that they will not terminate our contracts before they expire.
 
WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS FOR OUR PHARMACY AND SUPPLY SYSTEMS
AND OUR BUSINESS MAY SUFFER IF WE ARE UNABLE TO OBTAIN AN ADEQUATE SUPPLY OF
COMPONENTS AND EQUIPMENT ON A TIMELY BASIS.
 
Our production strategy for our pharmacy and supply systems is to work closely
with several key sub-assembly manufacturers and utilize lower cost manufacturers
whenever possible. Although many of the components of our systems are
standardized and available from multiple sources, certain components or
subsystems are fabricated according to our specifications. At any given point in
time, we may only use a single source of supply for certain components. Our
failure to obtain alternative vendors, if required, for any of the numerous
components used to manufacture our products would limit our ability to
manufacture our products and could harm our business. In addition, any failure
of a maintenance contractor to perform adequately could harm our business.
 
WE DEPEND ON SERVICES FROM THIRD PARTIES TO SUPPORT OUR PRODUCTS, AND IF WE ARE
UNABLE TO CONTINUE THESE RELATIONSHIPS AND MAINTAIN THEIR SERVICES, OUR
COMPETITIVE POSITION, RESULTS OF OPERATIONS AND FINANCIAL CONDITION COULD BE
HARMED.
 
   
Our ability to develop, manufacture and support our existing products and any
future products depends upon our ability to enter into and maintain contractual
arrangements with others. We currently depend upon services from a number of
third-party vendors, including Dade Behring Inc., to support our products. We
cannot be sure that we will be able to maintain our existing or future service
arrangements, or that we will be able to enter into future arrangements with
third parties on terms acceptable to us, or at all. If we fail to maintain our
existing service arrangements or to establish new arrangements when and as
necessary, our competitive position, results of operations and financial
condition could be harmed.
    
 
IF WE ARE UNABLE TO SUCCESSFULLY INTEGRATE OUR AUTOMATION SOLUTIONS WITH THE
EXISTING INFORMATION SYSTEMS OF OUR CUSTOMERS, THEY MAY CHOOSE NOT TO USE OUR
PRODUCTS AND SERVICES.
 
For healthcare facilities to fully benefit from our automation solutions, our
systems must integrate with their existing information systems. This may require
substantial cooperation, investment and coordination on the part of our
customers. There is little uniformity in the systems currently used by our
customers, which complicates the integration process. If these systems are not
successfully
 
                                       9

<PAGE>
integrated, our customers could choose not to use or to reduce their use of our
automation solutions, which would harm our business.
 
ANY DETERIORATION IN OUR RELATIONSHIP WITH COMMERCE ONE WOULD ADVERSELY AFFECT
OUR INTERNET-BASED PROCUREMENT CAPABILITIES.
 
We have entered into an agreement with Commerce One, Inc., a provider of
business-to-business technology solutions that link buyers and suppliers of
goods and services to trading communities over the Internet. Our agreement with
Commerce One enables us to implement a customized version of Commerce One's
BuySite software at customer sites. We cannot be sure that Commerce One will not
license its BuySite technology to our competitors. We cannot guarantee that
Commerce One will be able to develop and introduce enhancements to its products
that keep pace with emerging technological developments and emerging industry
standards. Moreover, we cannot guarantee that the Commerce One network will not
experience performance problems or delays. The failure by Commerce One in any of
these areas could harm our Internet-based procurement capabilities.
 
OUR FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS COULD ADVERSELY AFFECT
OUR ABILITY TO COMPETE.
 
We believe that our success will depend in part on our ability to obtain patent
protection for products and processes and our ability to preserve our
trademarks, copyrights and trade secrets. We have pursued patent protection in
the United States and foreign jurisdictions for technology that we believe to be
proprietary and for technology that offers us a potential competitive advantage
for our products, and we intend to continue to pursue such protection in the
future. We currently own ten U.S. patents. In addition, we currently have one
U.S. patent allowed and awaiting issue and five U.S. patents in application. The
issued patents relate to various features of our pharmacy and supply systems.
There are other issued patents and applications in process in Australia, Japan,
Hong Kong, Canada and European countries related to issued and pending
applications in the United States. There can be no assurance that we will file
any patent applications in the future, that any of our patent applications will
result in issued patents or that, if issued, such patents will provide
significant protection for our technology and processes. Furthermore, there can
be no assurance that others will not develop technologies that are similar or
superior to our technology or that others will not design around the patents we
own. All of our operating system software is copyrighted and subject to the
protection of applicable copyright laws. Despite our efforts to protect our
proprietary rights, unauthorized parties may attempt to copy aspects of our
products or obtain and use information that we regard as proprietary.
 
INTELLECTUAL PROPERTY OR PRODUCT LIABILITY CLAIMS AGAINST US COULD HARM OUR
COMPETITIVE POSITION, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
 
We do not believe that any of our products infringe upon the proprietary rights
of third parties. We cannot assure you, however, that third parties will not
claim that we have infringed upon their intellectual property rights with
respect to current or future products. We expect that developers of pharmacy and
supply systems will be increasingly subject to infringement claims as the number
of products and competitors in our industry grows and the functionality of
products in different industry segments overlaps. We do not possess special
insurance that covers intellectual property infringement claims; however, such
claims may be covered under our traditional insurance policies. These policies
contain terms, conditions and exclusions that make recovery for intellectual
infringement claims difficult to guarantee. Any infringement claims, with or
without merit, could be time-consuming to defend, result in costly litigation,
divert management's attention and resources, cause product shipment delays or
require us to enter into royalty or licensing agreements. These royalty or
licensing agreements, if required, may not be available on terms acceptable to
us, or at all, which could harm our competitive position, results of operations
and financial condition.
 
                                       10

<PAGE>
We provide products that build clinical infrastructure and automate workflow.
Despite the presence of healthcare professionals as intermediaries between our
products and patients, if our products fail to provide accurate and timely
information or operate as designed, customers, patients or their family members
could assert claims against us for product liability. Also, in the event that
any of our products is defective, we may be required to recall or redesign such
products. Litigation with respect to liability claims, regardless of its
outcome, could result in substantial cost to us, divert management's attention
from operations and decrease market acceptance of our products. Although we have
not experienced any product liability claims to date, the sale and support of
our products entail the risk of product liability claims. We possess a variety
of insurance policies that include coverage for general commercial liability and
technology errors and omissions liability. However, these policies may not be
adequate against product liability claims. A successful claim brought against
us, or any claim or product recall that results in negative publicity about us,
could harm our competitive position, results of operations and financial
condition.
 
CHANGING CUSTOMER REQUIREMENTS COULD DECREASE THE DEMAND FOR OUR PRODUCTS AND
SERVICES.
 
The clinical infrastructure and workflow automation market is intensely
competitive and is characterized by evolving technologies and industry
standards, frequent new product introductions and dynamic customer requirements
that may render existing products obsolete or less competitive. As a result, our
position in the clinical infrastructure and workflow automation market could
erode rapidly due to unforeseen changes in the features and functions of
competing products, as well as the pricing models for such products. Our future
success will depend in part upon our ability to enhance our existing products
and services and to develop and introduce new products and services to meet
changing customer requirements. The process of developing products and services
such as those we offer is extremely complex and is expected to become
increasingly complex and expensive in the future as new technologies are
introduced. If we are unable to enhance our existing products or develop new
products to meet changing customer requirements, demand for our products could
decrease.
 
WE MAY BE REQUIRED TO SEEK ADDITIONAL FINANCING TO MEET OUR FUTURE CAPITAL
NEEDS, WHICH WE MAY NOT BE ABLE TO SECURE ON FAVORABLE TERMS, OR AT ALL.
 
We plan to continue to expend substantial funds for research and development
activities, product development, integration efforts and expansion of accounts
receivable and sales and marketing activities. We may be required to expend
greater than anticipated funds if unforeseen difficulties arise in the course of
completing the development and marketing of our products or services or in other
aspects of our business. One customer accounted for 11.0% of accounts receivable
at December 31, 1999. A different customer accounted for 11.0% of accounts
receivable at December 31, 2000. Our future liquidity and capital requirements
will depend upon numerous factors, including:
 
    - the development of new products and services on a timely basis;
 
    - the receipt of and timing of orders for our pharmacy and supply systems;
 
    - the cost of developing increased manufacturing and sales capacity; and
 
    - the timely collection of accounts receivable.
 
As a result of the foregoing factors, it is possible that we will be required to
raise additional funds through public or private financings, collaborative
relationships or other arrangements. We cannot assure you that this additional
funding, if needed, will be available on terms attractive to us, if at all.
Furthermore, any additional equity financing may be dilutive to stockholders,
and debt financing, if available, may involve restrictive covenants that could
affect our ability to pay dividends or raise additional capital. Our failure to
raise capital when needed could harm our competitive position, results of
operations and financial condition.
 
                                       11

<PAGE>
GOVERNMENT REGULATION OF THE HEALTHCARE INDUSTRY COULD ADVERSELY AFFECT DEMAND
FOR OUR PRODUCTS.
 
While the manufacture and sale of our current products are not regulated by the
United States Food and Drug Administration (FDA), we cannot assure you that
these products, or our future products, if any, will not be regulated in the
future. A requirement for FDA approval could have a material adverse effect on
the demand for our products. Pharmacies are regulated by individual state boards
of pharmacy that issue rules for pharmacy licensure in their respective
jurisdictions. State boards of pharmacy do not license or approve our pharmacy
and supply systems; however, pharmacies using our equipment are subject to state
board approval. The failure of such pharmacies to meet differing requirements
from a significant number of state boards of pharmacy could decrease demand for
our products and harm our competitive position, results of operations and
financial condition. Similarly, hospitals must be accredited by the Joint
Commission on Accreditation of Healthcare Organizations (JCAHO) in order to be
eligible for Medicaid and Medicare funds. The JCAHO does not approve or accredit
pharmacy and supply systems; however, disapproval of our customers' pharmacy and
supply management methods and their failure to meet the JCAHO requirements could
decrease demand for our products and harm our competitive position, results of
operations and financial condition.
 
While we have implemented a Privacy and Use of Information Policy and strictly
adhere to established privacy principles, use of customer information guidelines
and federal and state statutes and regulations regarding privacy and
confidentiality, we cannot assure you that we will be in compliance with the
Health Insurance Portability and Accountability Act of 1996 (HIPAA). This
legislation requires the Secretary of Health and Human Services (HHS), to adopt
national standards for some types of electronic health information transactions
and the data elements used in those transactions, adopt standards to ensure the
integrity and confidentiality of health information and establish a schedule for
implementing national health data privacy legislation or regulations. In
December 2000, HHS published its final health data privacy regulations, which
will take effect in December 2002. These regulations restrict the use and
disclosure of personally identifiable health information without the prior
informed consent of the patient. HHS has not yet issued final rules on most of
the other topics under HIPAA and has yet to issue proposed rules on some topics.
The final rules, if and when issued, may differ from the proposed rules. We
cannot predict the potential impact of rules that have not yet been proposed or
any other rules that might be finally adopted instead of the proposed rules. In
addition, other federal and/or state privacy legislation may be enacted at any
time. These laws or regulations, if adopted, could restrict the ability of our
customers to obtain, use or disseminate patient information. This could
adversely affect demand for our products or force us to redesign our products in
order to meet the requirements of any new regulations.
 
OUR FACILITIES ARE LOCATED NEAR KNOWN EARTHQUAKE FAULT ZONES, AND THE OCCURRENCE
OF AN EARTHQUAKE OR OTHER NATURAL DISASTER COULD CAUSE DAMAGE TO OUR FACILITIES
AND EQUIPMENT, WHICH COULD REQUIRE US TO CEASE OR CURTAIL OPERATIONS.
 
Our facilities are located near known earthquake fault zones and are vulnerable
to significant damage from earthquakes. We are also vulnerable to damage from
other types of disasters, including tornadoes, fires, floods, power loss,
communications failures and similar events. If any disaster were to occur, our
ability to operate our business at our facilities would be seriously, or
potentially completely, impaired or destroyed. The insurance we maintain may not
be adequate to cover our losses resulting from disasters or other business
interruptions.
 
WE RELY ON A CONTINUOUS POWER SUPPLY TO CONDUCT OUR OPERATIONS, AND CALIFORNIA'S
CURRENT ENERGY CRISIS COULD DISRUPT OUR OPERATIONS AND INCREASE OUR EXPENSES.
 
California is in the midst of an energy crisis that could disrupt our operations
and increase our expenses. In the event of an acute power shortage, that is,
when power reserves for the State of
 
                                       12

<PAGE>
California fall below 1.5%, California has on some occasions implemented, and
may in the future continue to implement, rolling blackouts throughout the state.
We currently do not have backup generators or alternative sources of power in
the event of a blackout, and our current insurance does not provide coverage for
any damages we or our vendors may suffer as a result of any interruption in our
power supply. If blackouts interrupt our power supply, we would be temporarily
unable to continue operations at our facilities. Any such interruption in our
ability to continue operations at our facilities could damage our reputation,
harm our ability to retain existing customers and to obtain new customers, and
could result in lost revenue, any of which could substantially harm our business
and results of operations.
 
RISKS RELATED TO THIS OFFERING
 
OUR STOCK PRICE MAY BE EXTREMELY VOLATILE AND YOU MAY NOT BE ABLE TO RESELL YOUR
SHARES AT OR ABOVE THE INITIAL PUBLIC OFFERING PRICE.
 
Prior to the offering, there has been no public market for our common stock. We
do not know the extent to which investor interest will lead to the development
of an active public market. The initial public offering price will be determined
by negotiations between the representatives of the underwriters and us and may
not be indicative of the market price for our common stock after the offering.
With the current uncertainty about healthcare reimbursement and coverage in the
United States, there has been significant volatility in the market price and
trading volume of securities of healthcare related companies unrelated to the
performance of these companies. These broad market fluctuations may negatively
affect the market price of our common stock. As a consequence, you may not be
able to sell the common stock you purchase at or above the initial public
offering price.
 
In the past, securities class action litigation has often been brought against
companies following periods of volatility in the market price of their
securities. If brought against us, regardless of the outcome, litigation could
result in substantial costs and a diversion of our management's attention and
resources and could harm our business.
 
IF WE FAIL TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS AND INVESTORS, THE
MARKET PRICE OF OUR COMMON STOCK MAY DECREASE SIGNIFICANTLY.
 
We may fail to meet the revenue and profitability expectations of public market
analysts and investors. If this occurs, the price of our common stock will
likely fall.
 
AFTER THIS OFFERING, OUR OFFICERS, DIRECTORS AND FIVE PERCENT STOCKHOLDERS WILL
OWN A LARGE PERCENTAGE OF OUR COMMON STOCK AND WILL BE ABLE TO CONTROL THE
OUTCOME OF MATTERS REQUIRING STOCKHOLDER APPROVAL.
 
   
Upon the completion of this offering, executive officers, directors and current
holders of five percent (5%) or more of our outstanding common stock will, in
the aggregate, beneficially own approximately 49.1% of our outstanding common
stock. As a result, these stockholders will be able to effectively control all
matters requiring approval of our stockholders, including the election of
directors and approval of significant corporate transactions. This concentration
of ownership may also delay, deter or prevent a change in control and may make
some transactions more difficult or impossible to complete without the support
of these stockholders, even if the transaction is favorable to our stockholders.
In addition, because of their ownership of our common stock, these stockholders
will be in a position to significantly affect our corporate actions in a manner
that could conflict with the interests of our public stockholders.
    
 
SUBSTANTIAL SALES OF COMMON STOCK BY OUR EXISTING STOCKHOLDERS COULD CAUSE OUR
STOCK PRICE TO FALL.
 
   
The market price of our common stock could decline if our existing stockholders
sell substantial amounts of our common stock in the public market after this
offering. These sales also might make it
    
 
                                       13

<PAGE>
   
more difficult for us to sell equity securities in the future at a time and at a
price that we deem appropriate. Upon completion of this offering, assuming the
number of outstanding shares as of June 30, 2001, we will have
20,678,920 shares of common stock outstanding, 21,578,920 shares if the
underwriters exercise their over-allotment option in full. Of these shares,
6,042,500 shares, plus an additional 900,000 shares if the underwriters exercise
their over-allotment option in full, will be freely tradeable without
restriction or further registration under the Securities Act of 1933, as
amended. Of the remaining shares, a total of approximately 14,636,420 shares
held by our directors, executive officers and our existing stockholders are
subject to lock-up agreements providing that these stockholders will not sell or
otherwise dispose of any of their shares for a period of 180 days following the
date of the final prospectus for this offering without the prior written consent
of U.S. Bancorp Piper Jaffray Inc. U.S. Bancorp Piper Jaffray can release these
lock-up agreements at any time. In addition, options to purchase
3,733,997 shares of our common stock are outstanding as of June 30, 2001, under
our 1992 Equity Incentive Plan, our 1995 Management Stock Option Plan and our
1999 Equity Incentive Plan. Following this offering, we expect to register the
shares underlying these options. Subject to the exercise of these options,
shares included in such registration will be available for sale in the open
market immediately after the 180-day lock-up period expires. See "Shares
Eligible For Future Sale" for a more detailed discussion.
    
 
   
After this offering, the holders of approximately 11,375,458 shares of common
stock will be entitled to rights with respect to registration of such shares
under the Securities Act. If such holders, by exercising their registration
rights, cause a large number of securities to be registered and sold in the
public market, these sales could have an adverse effect on the market price for
our common stock. If we were to initiate a registration and include shares held
by these holders pursuant to the exercise of their registration rights, these
sales may impair our ability to raise capital.
    
 
OUR CERTIFICATE OF INCORPORATION AND BYLAWS CONTAIN PROVISIONS THAT COULD DELAY
OR PREVENT A CHANGE IN CONTROL THAT MAY BE FAVORABLE TO OUR STOCKHOLDERS.
 
Upon the completion of this offering, we will be subject to the Delaware
anti-takeover laws regulating corporate takeovers. These laws prevent Delaware
corporations from engaging in a merger or sale of more than 10% of their assets
with any stockholder who owns 15% or more of the corporation's outstanding
voting stock, including all affiliates and associates of any stockholder, for
three years following the date that such stockholder acquired 15% or more of the
corporation's voting stock unless:
 
    - prior to such date, the board of directors of the corporation approved
      either the business combination or the transaction that resulted in the
      stockholder becoming an interested stockholder;
 
    - upon consummation of the transaction that resulted in the stockholder's
      becoming an interested stockholder, the interested stockholder owned at
      least 85% of the voting stock of the corporation outstanding at the time
      the transaction commenced, excluding those shares owned by persons who are
      directors and also officers, and employee stock plans in which employee
      participants do not have the right to determine confidentially whether
      shares held subject to the plan will be tendered in a tender or exchange
      offer; or
 
    - on or subsequent to such date, the business combination is approved by the
      board of directors and authorized at an annual or special meeting of
      stockholders, and not by written consent, by the affirmative vote of at
      least two-thirds of the outstanding voting stock that is not owned by the
      interested stockholder.
 
As such, these laws could prohibit or delay mergers or a change of control of us
and may discourage attempts by other companies to acquire us.
 
                                       14

<PAGE>
In addition, our Certificate of Incorporation and Bylaws include a number of
provisions that may deter or impede hostile takeovers or changes of control or
management. These provisions include:
 
    - a Board of Directors classified into three classes of directors with
      staggered three-year terms;
 
    - the authority of the Board of Directors to issue up to 5,000,000 shares of
      preferred stock and to determine the price, rights, preferences and
      privileges of these shares, without stockholder approval; and
 
    - all stockholder actions must be effected at a duly called meeting of
      stockholders and not by written consent.
 
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF YOUR SHARES.
 
   
The initial public offering price is substantially higher than the pro forma net
tangible book value of each outstanding share of our common stock. As a result,
investors participating in this offering will suffer immediate and substantial
dilution. The dilution will be $7.17 per share in the pro forma net tangible
book value of the common stock, as of March 31, 2001, from the assumed initial
public offering price of $8.00 (or $6.87 per share if the underwriters' option
to purchase additional shares is exercised in full). This dilution is described
in greater detail under "Dilution" in this prospectus. If outstanding options or
warrants to purchase shares of common stock are exercised, there will be further
dilution.
    
 
                                       15

<PAGE>
               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This prospectus contains forward-looking statements. These statements relate to
future events or our future financial performance. We have attempted to identify
forward-looking statements by terminology including, "anticipates," "believes,"
"can," "continue," "could," "estimates," "expects," "intends," "may," "plans,"
"potential," "predicts," "should" or "will" or the negative of these terms or
other comparable terminology. These statements are only predictions and involve
known and unknown risks, uncertainties and other factors, including the risks
outlined under "Risk Factors," that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
 
Although we believe that our expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We are not under any duty to update any
of the forward-looking statements after the date of this prospectus to conform
these statements to actual results, unless required by law.
 

                                USE OF PROCEEDS
 
   
We estimate that our net proceeds from the sale of the 6,000,000 shares of
common stock we are offering, assuming an initial public offering price of $8.00
per share, will be approximately $43,040,000, or $49,736,000 if the
underwriters' over-allotment option is exercised in full, after deducting the
estimated underwriting discounts and commissions and estimated offering expenses
payable by us.
    
 
   
Although we have not yet formulated a specific plan, we currently intend to use
a significant portion of the net proceeds for the expansion of sales, marketing,
research and development and customer support activities. We also intend to use
approximately $7.9 million of the net proceeds to repay the outstanding
principal and interest related to the note held by Baxter Healthcare incurred in
connection with our acquisition of the Sure-Med product line in January 1999.
The Baxter Healthcare note accrues interest at a rate of 8.0%. In addition, the
principal under the note is repayable in eight equal quarterly installments
beginning in March 2002. We also intend to use approximately $10.4 million of
the net proceeds to redeem 720,800 shares of redeemable convertible preferred
stock plus accrued interest thereon held by Sun Healthcare at the closing of
this offering.
    
 
We expect to use the remainder of the net proceeds for working capital and other
general corporate purposes, including potential acquisitions and costs to
support our leasing activities to U.S. government entities. We currently have no
commitments or agreements and are not involved in any negotiations for
acquisitions of complementary products, technologies or businesses.
 
The amounts that we actually expend on these matters will vary significantly,
depending on a number of factors, including future revenue growth, if any, and
the amount of cash we generate from operations. As a result, we will retain
broad discretion in the allocation of the net proceeds of this offering. Pending
use of the net proceeds of this offering, we intend to invest the net proceeds
in interest bearing, investment-grade securities.
 

                                DIVIDEND POLICY
 
We currently intend to retain future earnings, if any, to finance the expansion
of our business and do not anticipate paying any cash dividends on our common
stock in the foreseeable future. The terms of our line of credit prohibit the
payment of cash dividends on our capital stock without the consent of our
lender.
 
                                       16

<PAGE>

                                 CAPITALIZATION
 
The table below presents the following information:
 
    - our actual capitalization as of March 31, 2001; and
 
   
    - our pro forma as adjusted capitalization as of March 31, 2001 after giving
      effect to (i) the redemption of 720,800 shares of our redeemable
      convertible preferred stock and (ii) the conversion of all of our
      convertible preferred stock and a convertible note into shares of our
      common stock upon completion of this offering and to reflect the receipt
      and application of the net proceeds from our sale of 6,000,000 shares of
      common stock at an assumed initial public offering price of $8.00 per
      share in this offering, less underwriting discounts and commissions and
      estimated offering expenses payable by us as discussed in "Use of
      Proceeds."
    
 
You should read this table in conjunction with the financial statements and the
other financial information included in this prospectus.
 
   

<TABLE>
<CAPTION>
                                                                  MARCH 31, 2001
                                                              ----------------------
                                                                          PRO FORMA
                                                               ACTUAL    AS ADJUSTED
                                                              --------   -----------
                                                                  (in thousands)
<S>                                                           <C>        <C>
Cash, cash equivalents and short-term investments...........  $  7,698     $ 40,385
                                                              ========     ========
Long-term obligations, net of current portion...............  $  8,217     $  7,867
Redeemable convertible preferred stock, no par value;
  1,802,000 shares designated, 720,800 shares issued and
  outstanding, actual; none, pro forma as adjusted..........    10,113
Stockholders' equity (net capital deficiency):
  Convertible preferred stock, no par value; 18,500,000
    shares authorized (including 1,802,000 shares designated
    as redeemable convertible preferred stock); 14,538,376
    shares issued and outstanding, actual; 5,000,000 shares
    authorized, no shares issued and outstanding, pro forma
    as adjusted.............................................    62,392
  Common stock, no par value, 35,000,000 shares authorized,
    3,126,968 shares issued and outstanding, actual;
    50,000,000 shares authorized, 20,482,970 shares issued
    and outstanding, pro forma as adjusted..................    11,920      117,702
  Notes receivable from stockholders........................    (4,578)      (4,578)
  Deferred stock compensation...............................    (1,483)      (1,483)
  Accumulated deficit.......................................   (94,573)     (94,573)
  Accumulated other comprehensive income....................         1            1
                                                              --------     --------
    Total stockholders' equity (net capital deficiency).....   (26,321)      17,069
                                                              --------     --------
      Total capitalization..................................  $ (7,991)    $ 24,936
                                                              ========     ========
</TABLE>

    
 
   
This table excludes the following shares issued or issuable as of June 30, 2001:
    
 
   
    - 3,733,997 shares of our common stock issuable upon exercise of outstanding
      options;
    
 
   
    - 103,416 shares of our common stock issuable upon exercise of outstanding
      warrants;
    
 
   
    - 994,854 shares of common stock reserved for issuance under our equity
      incentive plans; and
    
 
    - 44,680 shares of common stock reserved for issuance under our employee
      stock purchase plan.
 
   
Upon completion of the offering, 720,800 of the shares of redeemable convertible
preferred stock will be redeemed in accordance with their terms, and the
14,538,376 shares of convertible preferred stock will convert into 11,375,458
shares of common stock.
    
 
                                       17

<PAGE>
                                    DILUTION
 
   
Our pro forma net tangible book value (deficiency) as of March 31, 2001, was
approximately $(26.0) million, or $(1.82) per share. Pro forma net tangible book
value (deficiency) per share represents the amount of pro forma stockholders'
equity (or net capital deficiency), assuming (i) the redemption of
720,800 shares of our redeemable convertible preferred stock and (ii) the
conversion of all of our convertible preferred stock and a convertible note into
common stock, less intangible assets, divided by the pro forma number of shares
of common stock outstanding as of March 31, 2001. Dilution per share represents
the difference between the amount per share paid by purchasers of shares of
common stock in this offering and the pro forma net tangible book value per
share of common stock immediately after completion of this offering.
    
 
   
Pro forma net tangible book value as of March 31, 2001, after giving effect to
the sale of 6,000,000 shares of common stock offered by us at an initial public
offering price of $8.00 per share and after deducting underwriting discounts and
commissions and estimated offering expenses payable by us, would have been
approximately $17.1 million, or approximately $0.83 per share. This represents
an immediate increase in pro forma net tangible book value of $2.65 per share to
existing stockholders and an immediate dilution in pro forma net tangible book
value of $7.17 per share to investors purchasing our common stock in this
offering, as illustrated in the following table:
    
 
   

<TABLE>
<CAPTION>
 
<S>                                                           <C>        <C>
Assumed initial public offering price per share.............              $ 8.00
  Pro forma net tangible book value (deficiency) per share
    as of March 31, 2001....................................    (1.82)
  Increase per share attributable to new investors..........     2.65
                                                               ------
Pro forma net tangible book value per share after this
  offering..................................................                0.83
                                                                          ------
Pro forma dilution per share to new investors...............              $ 7.17
                                                                          ======
</TABLE>

    
 
   
The table below summarizes as of March 31, 2001, on a pro forma basis, the
differences between our existing stockholders and the new investors purchasing
our common stock in this offering with respect to the total number of shares
purchased from us, the total consideration paid and the average price per share
paid, based upon an initial public offering price of $8.00 per share.
    
 
   

<TABLE>
<CAPTION>
                                            SHARES PURCHASED        TOTAL CONSIDERATION
                                          ---------------------   -----------------------   AVERAGE PRICE
                                            NUMBER     PERCENT       AMOUNT      PERCENT      PER SHARE
                                          ----------   --------   ------------   --------   -------------
<S>                                       <C>          <C>        <C>            <C>        <C>
Existing stockholders...................  14,482,970      71%     $ 77,067,000      62%        $ 5.32
 
New investors...........................   6,000,000      29        48,000,000      38           8.00
                                          ----------     ---      ------------     ---         ------
 
  Total.................................  20,482,970     100%     $125,067,000     100%
                                          ==========     ===      ============     ===
</TABLE>

    
 
If the underwriters exercise their over-allotment in full, the following will
occur:
 
   
    - the number of shares of common stock held by existing stockholders will
      decrease to approximately 68% of the total number of shares of our common
      stock outstanding; and
    
 
   
    - the number of shares held by new investors will increase to 6,900,000
      shares, or approximately 32% of the total number of shares of common stock
      outstanding after this offering.
    
 
                                       18

<PAGE>

                      SELECTED CONSOLIDATED FINANCIAL DATA
 
To aid you in your analysis, we are providing the following information. We
derived the selected consolidated statement of operations data for the years
ended December 31, 1998, 1999 and 2000 and the consolidated balance sheet data
as of December 31, 1999 and 2000 from our audited consolidated financial
statements included elsewhere in this prospectus. The selected consolidated
statement of operations data for the years ended December 31, 1996 and 1997 and
the consolidated balance sheet data as of December 31, 1996, 1997 and 1998 are
derived from audited consolidated financial statements not included in this
prospectus. The consolidated statement of operations data set forth below for
the three months ended March 31, 2000 and 2001 and the consolidated balance
sheet data as of March 31, 2001 are derived from our unaudited consolidated
financial statements included elsewhere in this prospectus, which have been
prepared on the same basis as the audited consolidated financial statement and,
in our opinion, fairly present the information set forth therein. The pro forma
net loss per common share and shares used in computing pro forma net loss per
share are calculated as if (i) redemption of 720,800 shares of our redeemable
convertible preferred stock and (ii) conversion of all of our convertible
preferred stock and a convertible note into shares of our common stock occur on
the date of their issuance. The other data, although not derived from our
financial statements, was derived from a customer information database. When you
read this selected consolidated financial data, it is important that you also
read the historical consolidated financial statements and related Notes included
in this prospectus, as well as the section of this prospectus entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
 
   

<TABLE>
<CAPTION>
                                                                                                            THREE MONTHS ENDED
                                                                 YEAR ENDED DECEMBER 31,                         MARCH 31,
                                                   ----------------------------------------------------   -----------------------
                                                     1996       1997       1998     1999(1)    2000(2)       2000         2001
                                                   --------   --------   --------   --------   --------   ----------   ----------
                                                          (in thousands, except per share data)                 (unaudited)
<S>                                                <C>        <C>        <C>        <C>        <C>        <C>          <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Product revenues.................................  $ 18,958   $ 26,683   $34,690    $ 44,074   $ 58,458    $ 12,452     $16,726
Product revenues from related party(3)...........     1,551      6,864     9,398       4,163      1,097          --          --
Service and other revenues.......................     1,045      2,526     4,124       7,034      7,810       2,034       2,261
                                                   --------   --------   -------    --------   --------    --------     -------
    Total revenues...............................    21,554     36,073    48,212      55,271     67,365      14,486      18,987
 
Cost of product revenues.........................     9,883     15,155    16,343      28,918     18,856       4,584       5,354
Cost of service and other revenues...............       760      1,417     1,801       5,377      7,722       2,097       1,739
                                                   --------   --------   -------    --------   --------    --------     -------
    Total cost of revenues(4)(5).................    10,643     16,572    18,144      34,295     26,578       6,681       7,093
                                                   --------   --------   -------    --------   --------    --------     -------
Gross profit.....................................    10,911     19,501    30,068      20,976     40,787       7,805      11,894
 
Operating expenses:
  Research and development(5)....................     4,052      5,922     5,987       8,745     11,273       3,455       2,532
  Selling, general and administrative(5).........    17,996     24,503    24,275      35,786     45,323      11,401      10,101
  Stock-based compensation.......................        17         17        17          11        816          --         428
  Integration....................................        --         --        --         785         --          --          --
  Restructuring..................................        --         --        --          --      2,908          --          --
                                                   --------   --------   -------    --------   --------    --------     -------
    Total operating expenses.....................    22,065     30,442    30,279      45,327     60,320      14,856      13,061
                                                   --------   --------   -------    --------   --------    --------     -------
Loss from operations(6)..........................   (11,154)   (10,941)     (211)    (24,351)   (19,533)     (7,051)     (1,167)
Interest income (expense), net...................       694        953     1,039      (1,767)    (1,156)       (321)       (586)
                                                   --------   --------   -------    --------   --------    --------     -------
Income (loss) before income taxes................   (10,460)    (9,988)      828     (26,118)   (20,689)     (7,372)     (1,753)
Provision for income taxes.......................        --        201       185         149        100          25          25
                                                   --------   --------   -------    --------   --------    --------     -------
Net income (loss)................................  $(10,460)  $(10,189)  $   643    $(26,267)  $(20,789)   $ (7,397)    $(1,778)
                                                   ========   ========   =======    ========   ========    ========     =======
Preferred stock accretion........................       (11)       (22)      (22)         --         --          --          --
Net income (loss) applicable to common
  stockholders...................................  $(10,471)  $(10,211)  $   621    $(26,267)  $(20,789)   $ (7,397)    $(1,778)
                                                   ========   ========   =======    ========   ========    ========     =======
Net income (loss) per common share:
  Basic..........................................  $ (10.39)  $  (8.93)  $  0.48    $ (17.86)  $ (12.20)   $  (4.40)    $ (0.65)
                                                   ========   ========   =======    ========   ========    ========     =======
  Diluted........................................  $ (10.39)  $  (8.93)  $  0.06    $ (17.86)  $ (12.20)   $  (4.40)    $ (0.65)
                                                   ========   ========   =======    ========   ========    ========     =======
  Pro forma basic and diluted (unaudited)........                                              $  (1.59)                $ (0.13)
                                                                                               ========                 =======
 
Weighted average common shares outstanding:
  Basic..........................................     1,008      1,144     1,302       1,471      1,704       1,681       2,741
  Diluted........................................     1,008      1,144    11,013       1,471      1,704       1,681       2,741
  Pro forma basic and diluted (unaudited)........                                                13,060                  14,097
</TABLE>

    
 
                                       19

<PAGE>
 

<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                    ----------------------------------------------------   MARCH 31,
                                      1996       1997       1998     1999(1)    2000(2)      2001
                                    --------   --------   --------   --------   --------   ---------
                                                   (in thousands, except other data)
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and
  short-term investments..........  $20,821    $ 16,540   $ 22,072   $  6,698   $ 11,967   $  7,698
Total assets......................   37,246      43,227     46,498     37,117     43,905     47,105
Deferred gross profit(7)..........    7,883      17,390     20,227     26,695     25,847     25,317
Long-term obligations, net of
  current portion.................      160         160         67      9,252      9,218      8,217
Redeemable convertible preferred
  stock...........................   25,238      25,260     25,282     15,166     10,113     10,113
Total stockholders' equity
  (net capital deficiency)........  $(2,295)   $(11,733)  $(10,474)  $(35,848)  $(25,024)  $(26,321)
 
OTHER DATA(8):
Cumulative number of sites of
  installed pharmacy and supply
  systems.........................      119         176        258        910      1,096      1,135
Cumulative number of installed
  pharmacy and supply systems.....    2,227       3,928      5,875     14,242     17,772     18,698
</TABLE>

 
------------------------------
 
(1)  The amounts shown for the year ended December 31, 1999 include the results
     of the Sure-Med acquisition from January 29, 1999 to the end of 1999.
 
(2)  The amounts shown for the year ended December 31, 2000 include special
     charges in the third quarter of 2000 related to: restructuring
    activities--$2.0 million writedown of Commerce One MarketSite software
    license, $0.6 million in employee severance expenses and $0.3 million
    writedown of capitalized software development costs; recognition of
    $1.1 million expense associated with previously deferred offering expenses;
    and $0.2 million writedown of identified intangible assets remaining from
    the Sure-Med acquisition.
 
(3)  These revenues represent revenues from Sun Healthcare which was formerly a
     related party to Omnicell.
 
(4)  Cost of revenues for the year ended December 31, 1999 includes: special
     charges related to the writedown of Sure-Med inventory--$9.7 million;
    purchase accounting adjustment due to the sale of Sure-Med inventories that
    had been written up to fair value--$1.1 million; and costs incurred to
    complete Sure-Med installation obligations--$0.8 million.
 
   
(5)  Excludes charges for stock-based compensation as follows:
    
 
   

<TABLE>
<CAPTION>
                                                                                                            THREE MONTHS ENDED
                                                                 YEAR ENDED DECEMBER 31,                         MARCH 31,
                                                   ----------------------------------------------------   -----------------------
                                                     1996       1997       1998       1999       2000        2000         2001
                                                   --------   --------   --------   --------   --------   ----------   ----------
                                                                      (in thousands)                            (unaudited)
    <S>                                            <C>        <C>        <C>        <C>        <C>        <C>          <C>
    Cost of revenues.............................    $--        $--        $--        $--        $ 38     $    --         $ 20
    Research and development.....................    $--        $--        $--        $--        $139     $    --         $ 73
    Selling, general and administrative..........    $17        $17        $17        $11        $639     $    --         $335
</TABLE>

    
 
(6)  Loss from operations for the year ended December 31, 1999 includes:
     integration expenses associated with the Sure-Med acquisition--$0.8
    million; and write-off of an equity investment--$0.6 million.
 
(7)  Deferred gross profit represents gross profit on sales of pharmacy and
     supply systems, excluding installation cost, that have been shipped to,
    accepted and, in most instances, paid for by our customer but not yet
    installed at the customer site. The revenues and cost of revenues for such
    items will be recorded upon completion of installation.
 
(8)  Figures do not include systems installed at Sun Healthcare sites.
 
                                       20

<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
YOU SHOULD READ THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS
OF OPERATIONS IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES TO
THOSE STATEMENTS INCLUDED ELSEWHERE IN THIS PROSPECTUS. THIS DISCUSSION AND
ANALYSIS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK, UNCERTAINTIES
AND ASSUMPTIONS. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED
IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF MANY FACTORS, INCLUDING BUT
NOT LIMITED TO THOSE SET FORTH UNDER "RISK FACTORS" AND ELSEWHERE IN THIS
PROSPECTUS.
 
OVERVIEW
 
We were formed in 1992 and began offering our supply systems for sale in 1993.
In late 1996, we introduced our Omnicell pharmacy system. In January 1999, we
expanded our line of pharmacy systems and customer base with the acquisition of
the Sure-Med product line from Baxter Healthcare. As of March 31, 2001, we had
installed over 18,600 of our pharmacy and supply systems in over 1,100
healthcare facilities.
 
We sell our pharmacy and supply systems primarily in the United States. We have
a direct sales force organized into six regions in the United States and Canada.
We sell through distributors in Europe, the Middle East, Asia and Australia. We
manufacture the majority of our systems in our production facility in Palo Alto,
California, with refurbishment and spare parts activities conducted in our
Waukegan, Illinois facility.
 
Sun Healthcare, a formerly related party, was previously a significant customer
of ours, representing 19.7% of our total revenues in 1997, 20.5% in 1998, 9.3%
in 1999 and 2.7% in 2000. Sun Healthcare filed for Chapter 11 bankruptcy
protection in the third quarter of 1999. We do not anticipate any significant
revenue from Sun Healthcare in 2001 or in future years.
 
REVENUES
 
Customers acquire our pharmacy and supply systems either through an outright
purchase or a non-cancelable long-term lease, which typically has a term of
60 months. We bill our customers upon delivery and acceptance of our pharmacy
and supply systems and recognize revenue when the systems are installed.
Generally, we try to install our pharmacy and supply systems within three to six
months after shipment, but installation, at the customer's request, can be
delayed for a year or more. Some customers experience delays in installation due
to site construction and delays in receiving interfaces from third parties.
 
Typically, we will sell our customer lease agreements on a non-recourse basis to
third-party leasing companies. Lease revenue is recognized in the amount funded
by the leasing company. As part of the initial sale of our pharmacy and supply
systems, customers typically sign a one-year service agreement, and service
revenues are recognized over the term of these agreements. Service and other
revenues also include month to month rentals of our pharmacy and supply systems,
amortization of upfront fees received from certain distributors of our pharmacy
and supply systems and monthly subscription fees from hospitals utilizing our
Internet-based procurement application.
 
Deferred gross profit on our balance sheet represents pharmacy and supply
systems that have been shipped to, accepted, and, in most instances, paid for by
our customers but not yet installed at the customer site. We record these
shipments as deferred gross profit because title to the inventory has passed to
the customer. Deferred gross profit is not equal to gross margin because it does
not include installation costs, which are incurred and recorded in the period
when revenue is recognized. Our installation process typically takes a week or
less to complete.
 
                                       21

<PAGE>
Revenues from our pharmacy and supply systems are difficult to forecast because
the sales cycle, from initial assessment to product installation, involves a
significant commitment of capital and time, varies substantially from customer
to customer and can take more than one year. The order approval process of our
customers is subject to internal procedures associated with large capital
expenditures and the time associated with accepting new technologies. For these
and other reasons, the sales cycle associated with the purchase of our pharmacy
and supply systems is typically lengthy and subject to a number of significant
risks, including customers' budgetary constraints and internal acceptance
reviews over which we have little or no control.
 
In part due to our acquisition of the Sure-Med product line from Baxter
Healthcare, sales of pharmacy systems have grown, in dollar terms, from 23% of
our product shipments in 1997 to 40% in 2000. As of March 31, 2001, we had
generated only minimal revenues from subscription fees for our OmniBuyer
application.
 
COSTS AND EXPENSES
 
Our current expense levels are based, in part, on our expectations of higher
future revenue levels. If revenue levels are below expectations, operating
results are likely to be disproportionately impacted given our significant
investment in infrastructure. We have never achieved profitability on an annual
operating basis, and our current revenues and gross profit are not sufficient to
support our operating expenses. Based on the foregoing, we believe that period
to period comparisons of our results of operations are not necessarily
meaningful and should not be relied upon as indications of future performance.
 
Cost of product revenues consists primarily of direct materials, labor and
overhead required to manufacture pharmacy and supply systems and also includes
costs required to install our systems at the customer location. Costs of service
and other revenue include spare parts required to maintain and support installed
systems and service and maintenance expense, including outsourced contract
services. Direct materials and installation costs are mostly variable.
Manufacturing labor and overhead remain relatively fixed over ranges of
production volume. The cost of service and spare parts has increased as the size
of our installed base of customers increases.
 
Our research and development expenses include engineering and development
salaries, wages and benefits, prototyping and laboratory expenses, consulting
expenses and engineering-related facilities and overhead charges. Most of the
research and development expenses are personnel- or facilities-related and are
relatively fixed. Prototyping and consulting expenses will vary depending on the
stage of completion of various engineering and development projects.
 
Our selling, general and administrative expenses include costs to support the
sales, marketing, field operations and customer support and administration
organizations. Most of these costs are personnel- or facilities-related and are
relatively fixed. Bonuses and sales commissions will typically change in
proportion to revenue or profitability. Other expenditures, such as advertising,
promotions and consulting, are neither fixed nor variable and will fluctuate
depending on product introductions, promotional programs and trade shows.
 
   
We recorded deferred stock compensation with respect to options granted to
employees of approximately $2.6 million in the year ended December 31, 2000 and
$136,000 in the three months ended March 31, 2001, representing the difference
between the deemed fair value of our common stock for financial reporting
purposes on the date these options were granted and the exercise price. These
amounts have been reflected as components of stockholders' equity (net capital
deficiency) and the deferred expense is being amortized to operations over the
two to four year vesting periods of the options using the graded vesting method.
We amortized deferred stock compensation of $816,000 in 2000, with $38,000
attributable to cost of revenues, $139,000 related to research and development
and $639,000 attributable to selling, general and administrative efforts. In the
three months ended
    
 
                                       22

<PAGE>
   
March 31, 2001, we amortized deferred stock compensation of $428,000, with
$20,000, $73,000 and $335,000 related to cost of revenues, research and
development expense and selling, general and administrative expense,
respectively. At March 31, 2001, we had approximately $1.5 million remaining to
be amortized over the vesting periods of the stock options. For the year ending
December 31, 2001, the total amortization of deferred stock compensation is
expected to be approximately $1.25 million. We also expect to record deferred
stock compensation for options granted from April 1, 2001 through June 30, 2001.
Our policy is to use the graded vesting method for recognizing compensation
costs for fixed awards with pro rata vesting. The graded vesting method provides
for vesting of portions of the overall awards at interim dates and results in
greater vesting in earlier years than the straightline method.
    
 
Due to relatively low demand for our Internet-based procurement application,
OmniBuyer, we restructured our e-commerce business in the third quarter of 2000
and reduced operating expenses. In particular, we decreased the number of
employees in this area and lowered our spending on sales, marketing and research
and development. We decided not to pursue an exchange based on the Commerce One
MarketSite license and refocused on marketing OmniBuyer to our hospital and
alternate care customers. As part of this restructuring, we recorded a charge of
$2.9 million, comprised of a $2.0 million writedown of our Commerce One
MarketSite license, $0.6 million in employee severance-related expenses and a
$0.3 million writedown of previously capitalized software.
 
   
RESULTS OF OPERATIONS
    
 
The following table sets forth certain items included in our results of
operations for each of the three years in the period ended December 31, 2000 and
the three months ended March 31, 2000 and 2001, expressed as a percentage of our
total revenues for these periods:
 
   

<TABLE>
<CAPTION>
                                                                                            THREE MONTHS
                                                           YEAR ENDED DECEMBER 31,         ENDED MARCH 31,
                                                        ------------------------------   -------------------
                                                          1998       1999       2000       2000       2001
                                                        --------   --------   --------   --------   --------
                                                                                             (unaudited)
<S>                                                     <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS:
Product revenues......................................    91.4%      87.3%      88.4%      86.0%      88.1%
Service and other revenues............................     8.6       12.7       11.6       14.0       11.9
                                                         -----      -----      -----      -----      -----
  Total revenues......................................   100.0      100.0      100.0      100.0      100.0
Cost of product revenues..............................    33.9       52.3       28.0       31.6       28.2
Cost of service and other revenues....................     3.7        9.7       11.5       14.5        9.2
                                                         -----      -----      -----      -----      -----
    Total cost of revenues............................    37.6       62.0       39.5       46.1       37.4
                                                         -----      -----      -----      -----      -----
Gross profit..........................................    62.4       38.0       60.5       53.9       62.6
Operating expenses:
  Research and development............................    12.4       15.8       16.7       23.9       13.3
  Selling, general and administrative.................    50.4       64.8       67.3       78.7       53.2
  Stock-based compensation............................      --         --        1.2         --        2.3
  Integration.........................................      --        1.4         --         --         --
  Restructuring.......................................      --         --        4.3         --         --
                                                         -----      -----      -----      -----      -----
    Total operating expenses..........................    62.8       82.0       89.5      102.6       68.8
Loss from operations..................................    (0.4)     (44.0)     (29.0)     (48.7)      (6.2)
Interest income (expense), net........................     2.1       (3.2)      (1.7)      (2.2)      (3.1)
                                                         -----      -----      -----      -----      -----
Income (loss) before provision for income taxes.......     1.7      (47.2)     (30.7)     (50.9)      (9.3)
Provision for income taxes............................     0.4        0.3        0.2        0.2        0.1
                                                         -----      -----      -----      -----      -----
Net income (loss).....................................     1.3      (47.5)     (30.9)     (51.1)      (9.4)
                                                         =====      =====      =====      =====      =====
Net income (loss) applicable to common stockholders...     1.3%     (47.5)%    (30.9)%    (51.1)%     (9.4)%
                                                         =====      =====      =====      =====      =====
</TABLE>

    
 
                                       23

<PAGE>
   
THREE MONTHS ENDED MARCH 31, 2001 AND 2000
    
 
   
REVENUES.  Total revenues increased 31.1% from $14.5 million for the three
months ended March 31, 2000 to $19.0 million for the three months ended
March 31, 2001. Product revenues increased by 34.3% from $12.5 million in 2000
to $16.7 million in 2001, due primarily to an increase in the number of pharmacy
and supply systems available for installation and installed, resulting from
increased sales and shipment activities. Product revenues for the quarter ended
March 31, 2001 decreased 4.0% from the preceding quarter ended December 31,
2000. This reduction reflects delays in the completion of installation
activities for certain pharmacy and supply systems until the quarter ended
June 30, 2001. We do not consider this reduction in product revenues to be a
trend as evidenced by the $18.5 million of product revenues in the quarter ended
June 30, 2001.
    
 
   
Service and other revenues increased by 11.2% from $2.0 million for the three
months ended March 31, 2000 to $2.3 million for the three months ended
March 31, 2001. The increase in service and other revenues was primarily due to
the increase in our installed base of pharmacy and supply systems combined with
an increase in the number of month-to-month short term rentals. We anticipate
that service and other revenues will continue to grow in absolute dollars due to
continued growth in our installed base of pharmacy and supply systems.
    
 
Deferred gross profit of $25.3 million at March 31, 2001 remained relatively
consistent with the balance at December 31, 2000. We anticipate that deferred
gross profit will remain relatively constant with the March 31, 2001 balance due
to shipments approximating installations in future periods. Delays in
installation occur for a variety of reasons, including construction delays and
delays in receiving software from third party vendors. We recognize revenue and
reduce deferred gross profit when installation is complete.
 
   
COST OF REVENUES.  Cost of product revenues increased 16.8% from $4.6 million
for the three months ended March 31, 2000 to $5.4 million for the three months
ended March 31, 2001. Gross profit on product sales was $7.9 million, or 63.2%
of product revenues, in the first quarter of 2000 compared to $11.4 million, or
68.0% of product revenues, in the first quarter of 2001. The increase in gross
margin was due to recognition of value for components received from customers in
connection with product enhancements that were refurbished and added to
inventory at fair value and an increased number of pharmacy and supply systems
being allocated a relative consistent amount of manufacturing overhead spending.
    
 
Cost of service and other revenues decreased by 17.1% from $2.1 million for the
three months ended March 31, 2000 to $1.7 million for the three months ended
March 31, 2001. For the same periods, gross margin on service and other revenues
was $(0.1) million, or (3.1)% of service and other revenues, in 2000 compared to
$0.5 million, or 23.1% of service and other revenues, in 2001. The higher level
of cost of service and other revenues for the three months ended March 31, 2000
was due to a high level of expenses for service parts and spares. Sure-Med
pharmacy systems require more costly installation kits than Omnicell automation
systems. The three month period ending March 31, 2000 had an unusually large
percentage of Sure-Med units to be installed including units which had been
shipped by Baxter Healthcare prior to January 1999. We were responsible for
installing these Sure-Med systems and for providing the required installation
kits. The unusually high level of expenses decreased throughout fiscal 2000 as
most Sure-Med systems shipped by Baxter Healthcare have been installed. The cost
of service and other revenues for the three month period ended March 31, 2001
have a lower volume of Sure-Med installation kits.
 
RESEARCH AND DEVELOPMENT.  Research and development expenses decreased 26.7%
from $3.5 million for the three months ended March 31, 2000 to $2.5 million for
the three months ended March 31, 2001. The decrease in research and development
expenses was primarily the result of decreased spending for development of the
internet-based procurement application. To date we have capitalized
 
                                       24

<PAGE>
$1.0 million in software development costs. We anticipate that research and
development expenses will increase modestly in absolute dollars.
 
   
SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative costs
decreased by 11.4% from $11.4 million for the three months ended March 31, 2000
to $10.1 million for the three months ended March 31, 2001. The decrease was
primarily the result of decreased spending in sales and marketing for the
internet-based procurement application, and decreases in marketing expenses for
advertising and trade shows. We anticipate that selling, general and
administrative costs will increase modestly for the remainder of 2001.
    
 
INTEREST INCOME (EXPENSE).  Net interest expense increased from $321,000 for the
three months ended March 31, 2000 to $586,000 for the three months ended
March 31, 2001. The increase was due primarily to increased interest expense of
approximately $190,000 and decreased earnings on lower invested cash balances.
 
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
 
REVENUES.  Total revenues increased 21.9% from $55.3 million for the year ended
December 31, 1999 to $67.4 million for the year ended December 31, 2000. Total
revenues increased 14.6% from $48.2 million for the year ended December 31, 1998
to $55.3 million for the year ended December 31, 1999.
 
Product revenues increased by 23.5% from $48.2 million in 1999 to $59.6 million
in 2000, due primarily to a change in our product mix to a larger proportion of
higher-priced pharmacy systems from 1999 to 2000 and an increase in the number
of pharmacy and supply systems installed from 1999 to 2000. Product revenues
increased by 9.4% from $44.1 million in 1998 to $48.2 million in 1999, due to an
increase in the number of pharmacy and supply systems installed from 1998 to
1999 partially offset by sales of a larger proportion of supply systems from
1998 to 1999. Our slower rate of product revenue growth in 1999 compared to
preceding years was due to our largest customer Sun Healthcare's financial
difficulties and by delays in purchase decisions by other customers over
concerns related to Year 2000.
 
Service and other revenues increased by 11.0% from $7.0 million in 1999 to
$7.8 million in 2000. This increase was due to a higher installed base of
systems partially offset by lower service revenue from Sun Healthcare. Under the
terms of the Sure-Med acquisition, we assumed from Baxter Healthcare the
remaining service obligations to certain Sure-Med lease customers, but we do not
receive any service revenue associated with such obligations. Service and other
revenues increased by 70.6% from $4.1 million in 1998 to $7.0 million in 1999.
The increase in service and other revenues in 1999 was due primarily to the
increase in our installed base of pharmacy and supply systems. We anticipate
that service and other revenues will continue to grow in dollar terms and as a
percentage of our total revenues due to continued growth in our installed base
of pharmacy and supply systems.
 
   
Deferred gross profit decreased by 3.2% from $26.7 million at December 31, 1999
to $25.8 million at December 31, 2000. This decrease was due to higher cost of
sales in the deferred gross profit balance at December 31, 2000 compared to the
cost of sales in the deferred gross profit balance at December 31, 1999. This
was due to an increased mix of higher margin pharmacy and supply systems
installed in 2000 compared to the products shipped in 2000. We do not believe
this reduction to be indicative of future decreases in gross profit as our
increased shipment activity will enable us to leverage our fixed base of
manufacturing and service infrastructure to achieve higher gross profits.
Deferred gross profit increased by 32.0% from $20.2 million at December 31, 1998
to $26.7 million at December 31, 1999 due to significantly more shipments of
pharmacy and supply systems than installations during 1999.
    
 
   
COST OF REVENUES.  Cost of product revenues decreased by 34.8% from
$28.9 million in 1999 to $18.9 million in 2000. Gross profit on product revenues
was $19.3 million, or 40.1% of product
    
 
                                       25

<PAGE>
   
revenues in 1999, compared to $40.7 million, or 68.3% of product revenues in
2000. The 2000 decrease in cost of product revenues and increase in gross profit
percentage were due primarily to a $9.7 million writedown of Sure-Med inventory
in the fourth quarter of 1999 because of lower than anticipated demand for
Sure-Med pharmacy systems. Subsequent to the January 1999 acquisition of the
Sure-Med product line, product integration issues related to the Sure-Med
acquisition slowed our sales force's ability to effectively sell the Sure-Med
pharmacy systems. Cost of product revenues in 2000 was also favorably impacted
by a higher mix of less costly pharmacy and supply systems sold and a smaller
component of manufacturing overhead allocated to each system as production
volumes increased. This 2000 reduction in cost of product revenues was partially
offset by a $2.2 million increase to our estimated liability to provide certain
specific functionality to Sure-Med products. This increase resulted from the
identification of additional Sure-Med customers who had contractual rights to
the specified functionality and a higher than originally estimated materials,
labor and shipping costs to fulfill each obligation.
    
 
Cost of product revenues increased by 76.9% from $16.3 million in 1998 to
$28.9 million in 1999. Gross profit on product revenues was $27.7 million, or
62.9% of product revenues in 1998 compared to $19.3 million, or 40.1% of product
revenues in 1999. The 1999 increase in cost of product revenues was due
primarily to the writedown of Sure-Med inventory. Cost of product revenues and
gross profit on product revenues in 1999 were also adversely affected by the
minimal gross profit recorded on sales of Sure-Med inventories that had been
written up to fair value upon the acquisition.
 
Excluding the impact of the Sure-Med inventory and other writedowns, cost of
product revenues increased to $19.2 million for 1999 compared to $16.3 million
in 1998, reflecting an increase in the number of systems installed and higher
manufacturing costs per unit. As a percent of product revenues, cost of product
revenues, excluding the impact of the Sure-Med inventory and other writedowns,
increased from 37.1% in 1998 to 39.8% in 1999.
 
Cost of service and other revenues increased by 43.6% from $5.4 million in 1999
to $7.7 million in 2000. For the same periods, gross profit on service and other
revenues was $1.7 million, or 23.6% of service and other revenues in 1999
compared to $0.1 million, or 1.1% of service and other revenues in 2000. The
decline in gross profit on service and other revenue in 2000 compared to 1999
was due to service and maintenance costs on Sure-Med units sold prior to the
acquisition, for which we did not receive revenue, being significantly higher
than our original estimates reflected in the purchase price allocation. Cost of
service and other revenues increased by 198.6% from $1.8 million in 1998 to
$5.4 million in 1999. For the same periods, gross profit on service and other
revenues was $2.3 million, or 56.3% of service and other revenues in 1998
compared to $1.7 million or 23.6% of service and other revenues in 1999. The
lower gross profit on service and other revenues in 1999 compared to 1998 was
due primarily to the acquisition of the Sure-Med product line and the higher
level of service required for the Sure-Med pharmacy systems.
 
RESEARCH AND DEVELOPMENT.  Research and development expenses increased by 28.9%
from $8.7 million in 1999 to $11.3 million in 2000. Research and development
expenses represented 15.8% and 16.7% of total revenues in 1999 and 2000,
respectively. The increase in research and development expenses was primarily
attributable to higher costs associated with additional engineering for
enhancements to our pharmacy systems and for customization of Commerce One's
technology for OmniBuyer customers. We anticipate that we will continue to
commit significant resources to research and development in future periods to
enhance and extend our pharmacy and supply systems. We expect that research and
development expenses will increase in overall dollars, but not as a percentage
of total revenues from current levels. To date, we have capitalized
approximately $0.9 million of software development costs in 2000 for our
pharmacy and supply systems.
 
Research and development expenses increased by 46.1% from $6.0 million in 1998
to $8.7 million in 1999. Research and development expenses represented 12.4% and
15.8% of total revenues in 1998 and
 
                                       26

<PAGE>
1999, respectively. The increase in research and development expenses was
primarily attributable to higher costs associated with additional engineering
personnel retained as part of the acquisition of the Sure-Med product line from
Baxter Healthcare.
 
   
SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative costs
increased by 26.7% from $35.8 million in 1999 to $45.3 million in 2000. Selling,
general and administrative expenses represented 64.8% and 67.3% of total
revenues in 1999 and 2000, respectively. The increase in selling, general and
administrative expenses is due primarily to staffing increases associated with
the introduction of OmniBuyer and supporting the growth of our pharmacy and
supply system business. In addition, we wrote off approximately $1.1 million in
previously capitalized offering expenses. We anticipate that we will continue to
commit significant resources to our sales, customer support, marketing, finance
and administration organizations. We expect that selling, general and
administrative expenses will continue to increase in dollar terms. However, we
do not anticipate that selling, general and administrative expenses will
increase significantly, if at all, as a percentage of total revenues.
    
 
Selling, general and administrative costs increased by 47.4% from $24.3 million
in 1998 to $35.8 million in 1999. Selling, general and administrative expenses
represented 50.4% and 64.8% of total revenues in 1998 and 1999, respectively.
The increase in selling, general and administrative expenses is due to staffing
increases necessary to manage and support our growth in revenues, as well as
increased staffing as a result of the acquisition of the Sure-Med product line
from Baxter Healthcare. Also included in selling, general and administrative
costs in 1999 is $0.6 million relating to the write-off of an equity investment.
 
INTEGRATION.  Integration expenses of $0.8 million in 1999 consist of costs
associated with the integration of Omnicell and Sure-Med engineering efforts,
product lines and marketing efforts.
 
RESTRUCTURING.  Restructuring charges in 2000 of $2.9 million include the
$2.0 million write-off of the Commerce One MarketSite license, $0.3 million
write-off of capitalized software development costs and $0.6 million in employee
severance and related expenses.
 
INTEREST INCOME (EXPENSE).  Net interest expense was $1.8 million in 1999
compared to net interest expense of $1.2 million in 2000. The lower net interest
expense was primarily due to an increase in interest income from employee loans
in 2000 as well as higher average cash balances than in 1999 and a reduction in
interest paid to Sun Healthcare due to lower average outstanding balances of
redeemable preferred stock. Net interest income was $1.0 million in 1998
compared to net interest expense of $1.8 million in 1999, reflecting a reduction
in interest income due to a decrease in cash, cash equivalents and short-term
investment balances and an increase in interest expense due to debt obligations
incurred as part of the Sure-Med acquisition, as well as interest paid to Sun
Healthcare for redemption of its redeemable preferred stock.
 
QUARTERLY RESULTS OF OPERATIONS
 
   
In any given quarter, it is common for a few customers to make up a substantial
percentage of our pharmacy and supply systems revenues, although the identity of
such customers generally varies from quarter to quarter. The timing of purchase
decisions by large hospital customers has a material impact on our deferred
gross profit position but a less significant impact on quarterly results of
operations which depend on our ability to install systems that have already been
shipped to customers. As revenues increase, gross profit should improve due to
leverage of our manufacturing and service infrastructure and reductions in
direct material costs through higher volumes of materials purchases. If revenues
are below expectations then gross profits are likely to be reduced due to our
investment in manufacturing and service infrastructure based on our internal
projections of future revenues.
    
 
                                       27

<PAGE>
Our quarterly operating results have varied significantly in the past and may
vary significantly in the future depending on many factors that may include, but
are not limited to, the following:
 
    - the size and timing of significant orders and their fulfillment and
      installation;
 
    - changes in pricing policies by us or our competitors;
 
    - the number, timing and significance of product enhancements and new
      product announcements by us or our competitors;
 
    - changes in the level of our operating expenses;
 
    - our customers' budgeting cycles; and
 
    - changes in our strategy and general domestic and international economic
      and political conditions.
 
The following tables present certain unaudited statement of operations data for
each quarter of 1999 and 2000. These data have been derived from unaudited
consolidated financial statements and have been prepared on the same basis as
our audited consolidated financial statements which appear elsewhere in this
prospectus. In the opinion of our management, these data include all
adjustments, consisting only of normal recurring adjustments and, in the fourth
quarter of 1999 and third quarter of 2000, special charges described below,
necessary for a fair presentation of such data.
 
   

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED
                                          -------------------------------------------------------------------------------------
                                          JUN 30,    SEP 30,    DEC 31,    MAR 31,    JUN 30,    SEPT 30,   DEC 31,    MAR 31,
                                            1999       1999       1999       2000       2000       2000       2000       2001
                                          --------   --------   --------   --------   --------   --------   --------   --------
                                                                             (in thousands)
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
Product revenues........................  $ 9,172    $11,309    $ 15,442   $12,452    $14,520    $14,065    $17,421    $16,726
Product revenues from related party.....      840        181          52        --         --      1,097         --         --
Service and other revenues..............    1,784      2,098       1,813     2,034      1,853      2,032      1,891      2,261
                                          -------    -------    --------   -------    -------    -------    -------    -------
Total revenues..........................   11,796     13,588      17,307    14,486     16,373     17,194     19,312     18,987
Cost of product revenues(1).............    3,562      3,925      17,830     4,584      4,149      4,906      5,217      5,354
Cost of service and other revenues......      731      1,317       2,428     2,097      2,124      1,627      1,874      1,739
                                          -------    -------    --------   -------    -------    -------    -------    -------
Total cost of revenues..................    4,293      5,242      20,258     6,681      6,273      6,533      7,091      7,093
                                          -------    -------    --------   -------    -------    -------    -------    -------
Gross profit (loss).....................    7,503      8,346      (2,951)    7,805     10,100     10,661     12,221     11,894
 
OPERATING EXPENSES:
  Research and development..............    2,078      2,505       2,343     3,455      2,503      2,623      2,692      2,532
  Selling, general and
    administrative(2)...................    8,396      9,423      10,109    11,401     11,855     11,600     10,467     10,101
  Stock-based compensation..............        4          3          --        --         --        406        410        428
  Integration...........................      362        137          --        --         --         --         --         --
  Restructuring(3)......................       --         --          --        --         --      2,908         --         --
                                          -------    -------    --------   -------    -------    -------    -------    -------
    Total operating expenses............   10,840     12,068      12,452    14,856     14,358     17,537     13,569     13,061
                                          -------    -------    --------   -------    -------    -------    -------    -------
Loss from operations....................   (3,337)    (3,722)    (15,403)   (7,051)    (4,258)    (6,876)    (1,348)    (1,167)
Interest expense, net...................     (521)      (569)       (303)     (321)      (221)      (506)      (108)      (586)
                                          -------    -------    --------   -------    -------    -------    -------    -------
Loss before provision for income
  taxes.................................   (3,858)    (4,291)    (15,706)   (7,372)    (4,479)    (7,382)    (1,456)    (1,753)
Provision for income taxes..............       40         --          85        25         25         25         25         25
                                          -------    -------    --------   -------    -------    -------    -------    -------
Net loss................................  $(3,898)   $(4,291)   $(15,791)  $(7,397)   $(4,504)   $(7,407)   $(1,481)   $(1,778)
                                          =======    =======    ========   =======    =======    =======    =======    =======
</TABLE>

    
 
------------------------------
 
(1)  Includes special charges in the fourth quarter of 1999 related to:
     writedown of Sure-Med inventory--$9.7 million; purchase accounting
    adjustment due to the sale of Sure-Med inventories that had been written up
    to fair value--$1.1 million; and costs incurred to complete Sure-Med
    installation obligations--$0.8 million.
 
(2)  Includes a special charge in the fourth quarter of 1999 related to the
     write-off of an equity investment--$0.6 million. Includes special charges
    in the third quarter of 2000 related to a $1.1 million expense associated
    with previously deferred offering expenses and a $0.2 million writedown of
    identifiable intangible assets remaining from the Sure-Med acquisition.
 
                                       28

<PAGE>
(3)  Includes special charges in the third quarter of 2000 related to:
     $2.0 million writedown of Commerce One MarketSite software license;
    $0.6 million in employee severance expenses; and $0.3 million writedown of
    capitalized software development costs.
 
LIQUIDITY AND CAPITAL RESOURCES
 
We have financed our operations since inception primarily through the private
placement of equity securities, as well as through equipment financing and
secured loan arrangements. Through March 31, 2001, we have raised approximately
$77.1 million from the private placement of equity securities, net of
redemptions. This includes net proceeds of approximately $28.6 million from our
last equity financing in the first quarter of 2000.
 
As of March 31, 2001, our principal sources of liquidity included approximately
$7.7 million in cash, cash equivalents and short-term investments and an undrawn
$10.0 million revolving credit facility. Our funds are currently invested in
U.S. Treasury and government agency obligations, investment grade commercial
paper and short-term interest-bearing securities.
 
In connection with the acquisition of the Sure-Med product line, we incurred a
note payable to Baxter Healthcare of approximately $7.9 million. The note is
secured by substantially all of the assets supporting the Sure-Med product line.
The note is for a term of five years and is repayable in eight equal quarterly
installments beginning on March 31, 2002, or earlier upon the closing of an
initial public offering. Interest payments are due quarterly at a rate of 8.0%
through December 31, 2001, 9% through December 31, 2002 and 10% through
December 31, 2003. We expect to utilize a portion of the net proceeds from this
offering to repay the Baxter Healthcare note in full.
 
We have established a credit facility with a bank that provides us with advances
of up to 80% of eligible receivables, as defined, up to $10.0 million, and
expires on June 30, 2002. Any advances under the credit facility would be
secured by substantially all of our assets. Interest under the credit agreement
is payable at an annual rate equal to our lender's prime rate plus 2.25%. Our
credit agreement contains covenants that include limitations on indebtedness and
liens, in addition to thresholds relating to net capital deficiencies that
define borrowing availability and restrictions on the payment of dividends. As
of March 31, 2001, we had no borrowings under this credit facility, were
eligible to borrow approximately $9.7 million, and were in compliance with the
covenants.
 
   
We used cash of $19.1 million in operating activities in 2000 compared to
$5.0 million used in operating activities in 1999 and $6.7 million provided by
operating activities in 1998. The net loss of $20.8 million for 2000 included
non-cash charges for depreciation and amortization of $2.8 million, deferred
stock compensation of $0.8 million, stock compensation of $0.7 million and a
decrease in deferred gross profit of $0.8 million. The net loss of
$26.3 million for 1999 included non-cash charges for depreciation and
amortization of $2.0 million, Sure-Med pharmacy systems inventory write-off of
$9.7 million, an investment writedown of $0.6 million, and an increase in
deferred gross profit of $6.0 million. In 1998, cash was provided by net income
of $0.6 million, a decrease in accounts receivable of $2.1 million and an
increase in deferred gross profit of $4.0 million. In the three months ended
March 31, 2001, we used $3.7 million of cash in operating activities compared to
$10.0 million in the comparable period of 2000. This reduction in use of cash in
2001 was due principally to our lower net loss. In addition, operating cash
flows benefited from a $3.8 million increase in accrued liabilities primarily
due to the receipt of $4.2 million from a customer in advance of the execution
of a final sale arrangement, partially offset by a $2.1 million increase in
inventories to support increased demand. The $4.3 million increase in accounts
receivable resulted from a significant portion of our pharmacy and supply system
product shipments occurring in March.
    
 
Cash of $1.4 million was provided from investing activities in 2000 compared to
cash of $0.2 million used in investing activities in 1999 and cash of
$7.3 million used in investing activities in 1998. Net maturities of short-term
investments were $1.9 million in 2000 and $6.4 million in 1999 compared to
 
                                       29

<PAGE>
net purchases of $5.5 million in 1998. Our 2000 expenditures for property and
equipment of $0.5 million was less than the $6.2 million expended in 1999 and
the $1.8 million expended in 1998. In the three months ended March 31, 2001, we
used $3.7 million of cash in investing activities compared to $12.9 million in
the prior year, principally due to a decrease in net purchases of short-term
investments of $11.8 million.
 
We generated cash from financing activities of $24.9 million in 2000 primarily
due to completing a private placement of $28.5 million in Series K Preferred
Stock partially offset by redemptions of redeemable preferred stock. We used
$3.8 million of cash in financing activities in 1999 due primarily to redemption
of redeemable preferred stock and $0.6 million of cash was provided by financing
activities in 1998 through the issuance of common stock. In the three months
ended March 31, 2001, we generated $44,000 of cash from financing activities
compared to $26.8 million in the prior year. The decrease is attributable to the
completion of our Series K preferred stock financing that raised $28.6 million
in the 2000 period.
 
Through March 31, 2001, we had redeemed 1,081,200 shares of Series J redeemable
convertible preferred stock from Sun Healthcare for $15.2 million plus interest
of $2.7 million. Cash of $11.6 million was used to satisfy this redemption, with
the balance paid by offsetting Sun Healthcare's outstanding accounts receivable
balances. In January 1999, Sun Healthcare exercised its right to have us redeem
its 1,802,000 shares of Series J Preferred Stock in ten equal quarterly
installments beginning in March 1999. All payments have been made except the
four quarterly redemption payments of $2.5 million each that were due in
September 2000, December 2000, March 2001 and June 2001, which we were not
obligated to make because we did not meet certain balance sheet tests under
California law. We will no longer be subject to these restrictions of California
law following our reincorporation in Delaware. We plan to redeem the balance of
the 720,800 shares of Series J Preferred Stock for approximately $10.1 million
upon the closing of this offering with a portion of the net proceeds.
 
We have not paid any significant amount of taxes to date. As of December 31,
2000, we have a net operating loss carryforward for U.S. income tax purposes of
approximately $38.0 million, expiring beginning in 2009. There are certain
limitations on the use of this net operating loss carryforward. For more
information, please see the notes to our consolidated financial statements.
 
We may be required to raise additional capital through the public equity market,
private financings, collaborative arrangements and debt. If additional capital
is raised through the issuance of equity or securities convertible into equity,
our stockholders may experience dilution, and such securities may have rights,
preferences or privileges senior to those of the holders of the common stock.
Additional financing may not be available to us on favorable terms, if at all.
If we are unable to obtain financing, or to obtain it on acceptable terms, we
may be unable to execute our business plan.
 
On March 9, 2001, we withdrew our registration statement on Form S-1
(registration no. 333-35258) that was originally filed with the SEC on
April 20, 2000.
 
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET AND INTEREST RATE RISK
 
The following discusses our exposure to market risk related to changes in
interest rates, foreign currency exchange rates and equity prices. We reduce the
sensitivity of our results of operations to these risks by maintaining an
investment portfolio which is comprised solely of highly rated, short-term
investments. We do not hold or issue derivative, derivative commodity
instruments or other financial instruments for trading purposes. We are exposed
to currency exchange fluctuations, as we sell our products internationally. We
manage the sensitivity of our international sales by denominating all
transactions in U.S. dollars.
 
                                       30

<PAGE>
We are exposed to interest rate risk, as we use additional debt financing
periodically to fund capital expenditures. The interest rate that we may be able
to obtain on debt financings will depend on market conditions at that time and
may differ from the rates we have secured in the past.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
In March 2000, the Emerging Issues Task Force (EITF) published its consensus on
Issue No. 00-2, "Accounting for Web Site Development Costs." This EITF sets
forth guidance on whether to capitalize or expense certain development costs. We
have adopted EITF 00-2 effective January 1, 2000 and capitalized $260,000 of web
site development costs in the year ended December 31, 2000. These costs were
written off as a part of the 2000 restructuring activities.
 
In March, 2000, the FASB issued Interpretation No. 44, "Accounting for Certain
Transactions Involving Stock Compensation," an interpretation of APB 25. The
Interpretation is applied prospectively to all new awards, modifications to
outstanding awards, and changes in employee status after July 1, 2000, with the
exception of the definition of employee and stock option repricings as to which
the effective date is December 15, 1998. The adoption of this Interpretation did
not have a significant effect on our results of operations or financial
condition.
 
                                       31

<PAGE>
In December 1999, the Securities and Exchange Commission issued SAB No. 101,
"Revenue Recognition in Financial Statements." SAB 101 provides guidance on the
recognition, presentation and disclosure of revenue in financial statements. We
have adopted SAB 101 for all periods presented.
 
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS 137 and 138, which is
effective for years beginning after June 15, 2000. SFAS 133, as amended, will
require us to recognize all derivatives on the balance sheet at fair value.
Gains or losses resulting from changes in the values of those derivatives would
be accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. SFAS 133 will be effective for our financial statements
for the year ended December 31, 2001. Management believes that this statement
will not have a significant effect on our results of operations or financial
condition.
 
                                       32

<PAGE>

 
                                   BUSINESS
 
OVERVIEW
 
We provide an integrated suite of clinical infrastructure and workflow
automation solutions for healthcare facilities. These solutions include pharmacy
and supply systems, clinical reference tools, an Internet-based procurement
application and decision support capabilities. We sell and lease our products
and related services to a wide range of healthcare facilities such as hospitals,
integrated delivery networks and specialty care facilities, which include
nursing homes, outpatient surgery centers, catheterization labs and clinics. As
of March 31, 2001, we had installed over 18,600 of our pharmacy and supply
systems in over 1,100 healthcare facilities in the United States. In 2000, we
generated revenue of $67.4 million from the sale and lease of our products and
related services.
 
The healthcare industry's clinical workflow processes are highly inefficient and
predominantly manual. The industry's historical reluctance to invest in
information technology has contributed to medical errors and high process costs.
Our automation solutions are designed to enable healthcare facilities to reduce
medication errors, decrease costs, enhance operating efficiency and improve
patient care.
 
Our clinical infrastructure and workflow automation solutions enable healthcare
facilities to acquire, manage, dispense and deliver pharmaceuticals and medical
supplies more effectively and efficiently. Our pharmacy and supply systems
facilitate controlled delivery of pharmaceuticals and medical supplies directly
to clinicians at the point of care. Our Internet-based procurement application
automates and integrates healthcare facilities' requisition and approval
processes. Our decision support product provides healthcare facilities with the
ability to identify trends in drug utilization and diversion, improve regulatory
compliance and reduce costs by monitoring usage patterns and optimizing product
management.
 
Our goal is to become the leading provider of clinical infrastructure and
workflow automation solutions for the healthcare industry. We will continue to
be innovative in the expansion and enhancement of our product offerings. We also
intend to expand the adoption of our automation solutions by continuing to
collaborate with leading healthcare organizations. Furthermore, we believe our
sizable installed customer base provides us with a significant opportunity to
grow our business through increased sales to our existing customers.
 
INDUSTRY BACKGROUND
 
The healthcare delivery system in the United States is highly fragmented,
complex and inefficient. Despite significant advances in science and medical
technology, the clinical and management processes employed in healthcare
facilities have made little progress in the past 20 years. Presently, many major
clinical workflow processes at healthcare facilities are still predominantly
manual and paper-based, which reflect healthcare facilities' relatively limited
investment in information technology. Gartner, Inc., an independent market
research organization, estimates that for 2001 the healthcare industry will
invest only 1.6% of its revenue in information technology compared to 13.2% and
5.6% for the communications industry and retail industry, respectively.
 
Existing healthcare information systems are also limited in their ability to
support the modernization of healthcare delivery processes or to address
evolving patient safety initiatives, requirements of managed care and new
healthcare regulations. Today, most healthcare facilities' information systems
are oriented toward financial functions such as patient billing. These systems
generally do not provide current, real-time information that healthcare
providers need to make clinical and managerial decisions. Furthermore,
individual departments within the same healthcare facility or network frequently
purchase separate systems customized to their specific requirements, forcing the
healthcare facility to maintain disparate information systems that do not
operate or interface well with one another.
 
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<PAGE>
NEED FOR CLINICAL INFRASTRUCTURE SYSTEMS
 
In November 1999, the Institute of Medicine issued a report based on the results
of over 30 independent studies appearing in medical peer review journals over a
12-year period. The report indicated that medical errors are among the top ten
causes of death in the United States, accounting for more deaths than motor
vehicle accidents, breast cancer or AIDS. The report also indicated that in 1993
over 7,000 deaths resulted from medication errors. The following findings were
noted in the report:
 
    - A 1995 study of 4,031 adult admissions to 11 medical and surgical units at
      two hospitals estimated that an average of 1,900 adverse drug events occur
      per hospital per year, with 28% judged to be preventable.
 
    - The same 1995 study found that approximately three out of every four
      medication errors were caused by one of seven types of systems failures,
      including drug knowledge dissemination, dose and identity checking, order
      transcription and medication order tracking.
 
    - A 1997 study of two hospitals over a six-month period estimated that
      approximately 2% of admissions experienced a preventable adverse drug
      event, resulting in average increased hospital costs of $4,700 per adverse
      drug event admission or approximately $2.8 million annually for a 700-bed
      hospital.
 
In March 2001, the Institute of Medicine issued a follow-up report that
recommended increased investment in information technology as a means of
reducing medical errors and improving the overall quality of patient care.
 
Since the 1999 Institute of Medicine report was released, California has passed
legislation requiring the eventual adoption of technologies aimed at reducing
avoidable medication errors. Other states are considering similar legislation.
Additionally, a consortium of large employers known as the Leapfrog Group was
recently formed with the express purpose of pressuring healthcare facilities to
provide safer care for employees of Leapfrog member companies. The Leapfrog
Group's members, which include companies such as AT&T, Ford Motor Company,
General Electric, IBM and 3M, employ approximately 26 million people and spend
an estimated $45 billion annually on healthcare. One of the initiatives of the
Leapfrog Group is to encourage employees to use healthcare facilities that
invest in computerized systems designed to prevent avoidable medical errors.
 
In January 2001, the JCAHO, an independent, not-for-profit organization that
evaluates and accredits approximately 19,000 healthcare facilities in the United
States, approved standards directly focused on patient safety and medical error
reduction in healthcare facilities. Healthcare facilities seeking accreditation
from the JCAHO are required to establish ongoing patient safety programs,
including the application of knowledge-based information to reduce risks to
patients and the creation of an environment that encourages identification of
errors, establishment of remedial steps to reduce the likelihood of recurring
errors and identification of risks to patients.
 
ECONOMIC PRESSURES ON HEALTHCARE FACILITIES
 
Throughout the 1990s, the increasing cost of providing healthcare led to the
rise of managed care. Healthcare providers aligned into networks and health
plans established guidelines for reimbursement for healthcare delivery, reducing
overall reimbursement rates. Federal policy in the United States also influenced
the economic climate of the healthcare industry. Passage of the Balanced Budget
Act of 1997 proposed a reduction of payments to healthcare providers of more
than $250 billion over a five-year period. This significantly reduced the
operating margins of healthcare facilities and limited their access to capital.
Although these pressures resulted in lower total spending on healthcare, many of
the larger systemic issues in the industry have not been adequately addressed,
including improving patient care and upgrading outdated information systems.
 
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<PAGE>
Economic pressures and the need to negotiate more effectively with managed care
organizations have also induced a wave of consolidation, both vertically and
horizontally, among healthcare providers to form newly defined delivery
organizations. Many of these newly created organizations expected to realize
significant economies of scale as a result of consolidation. These economies of
scale have not fully materialized, however, and new problems have emerged from
consolidation, including inefficiencies associated with managing disconnected
and disparate information systems. Integrated delivery networks are only now
beginning to address these issues.
 
Labor shortages in the U.S. healthcare market also have adversely impacted
patient care and accentuated the need for investment in information technology
to improve labor productivity. A December 2000 report from the U.S. Department
of Health and Human Services indicated that the United States is experiencing a
growing shortage of licensed pharmacists, a trend that it expects to continue.
According to the report, the shortage has resulted in less time for pharmacists
to counsel patients, longer working hours and a greater potential for
fatigue-related errors. Similarly, according to the American Organization of
Nurse Executives, most regions in the United States are also experiencing a
major nursing shortage. In February 2001, a survey by the American Nursing
Association revealed that 75% of nurses feel the quality of patient care has
declined over the past two years, and a majority of nurses cited inadequate
staffing as the primary cause of this decline.
 
THE OMNICELL SOLUTION
 
We provide an integrated suite of clinical infrastructure and workflow
automation solutions capable of enterprise-wide implementation by healthcare
providers. These solutions include pharmacy and supply systems, clinical
reference tools, an integrated Internet-based procurement application and
decision support capabilities. Our solutions enable healthcare providers to:
 
    - REDUCE MEDICATION ERRORS.  Our pharmacy systems (i) track clinician,
      patient and drug data, (ii) display a patient's full drug profile,
      (iii) alert clinicians to allergies and drug interactions and (iv) track
      late or missed doses. Our systems interface directly with a healthcare
      facility's clinical pharmacy system, facilitating the dissemination of
      clinical pharmacy data and effectively extending the pharmacist's control
      of dispensed pharmaceuticals to the point of care. Our pharmacy systems
      are typically equipped with a touch screen Web browser that provides
      direct access to a third-party drug information database. This
      functionality allows clinicians to review information on dosage,
      administration, contra-indications and drug interactions at the point of
      care. Our pharmacy systems also support drug error detection by providing
      direct access, via the Internet, to medication error reporting and
      analysis software.
 
    - REDUCE COSTS.  Our pharmacy and supply systems store pharmaceuticals and
      medical supplies in a closed, controlled environment. By requiring a
      caregiver to enter their identification code and select a patient's name
      before removing a pharmaceutical or supply, only the items needed for each
      particular patient procedure are removed. This ensures that items are
      allocated properly and charged to the appropriate patient. Our automation
      systems also capture data on product utilization and inventory levels in
      real-time, allowing pharmacy and materials management departments to avoid
      shortages in care areas, improving patient care. Furthermore, by comparing
      actual utilization rates with standing inventory levels, business managers
      can optimize inventory levels across the entire enterprise. By controlling
      and monitoring access to pharmaceuticals and supplies, our systems also
      discourage stockpiling or theft. We estimate that our supply systems can
      reduce our customers' annual supply consumption costs by approximately 15%
      to 20% and reduce their required inventory levels by approximately 25% to
      30%.
 
    - IMPROVE OPERATING EFFICIENCY.  Our pharmacy and supply systems accurately
      capture data by patient, physician, location and billing code. These
      systems interface with our customers' existing clinical pharmacy,
      financial and materials management systems to automate such processes as
      medication reporting, patient billing and inventory replenishment. This
      eliminates manual
 
                                       35

<PAGE>
      processes and provides our customers with immediate access to data
      gathered by our systems to facilitate real-time operations management. Use
      of our pharmacy and supply systems also reduces process costs and
      increases labor productivity, enabling caregivers to devote more time to
      delivering patient care and allowing support personnel to provide
      additional services with fewer people. We estimate that our supply systems
      can reduce our customers' personnel needs by 1.5 full-time equivalent
      employees for every 100 occupied hospital beds.
 
    - LEVERAGE INVESTMENTS IN EXISTING INFORMATION SYSTEMS.  Because our
      automation solutions are designed to integrate with healthcare facilities'
      existing clinical pharmacy, financial and materials management systems, we
      can preserve their existing investments in these systems and enhance those
      systems' functionality. We have developed over 1,500 live, proprietary
      software interfaces that integrate our automation solutions with
      healthcare facilities' existing information systems. We believe our
      interface capabilities make our solutions particularly useful to large
      enterprises, such as integrated delivery networks, that often use
      multiple, disparate information systems among their facilities.
 
    - SIMPLIFY ORDERING PROCESSES.  Our Internet-based procurement application,
      OmniBuyer, simplifies the predominantly manual, paper-based procurement
      processes that currently exist in most healthcare facilities. By
      automating the purchasing process, OmniBuyer reduces administrative work
      and processing costs, increases contract compliance and improves order
      accuracy and information management. Used in conjunction with our pharmacy
      and supply systems, our customers are able to benefit from a fully
      electronic supply chain, from selected suppliers to the point of use. We
      estimate that OmniBuyer reduces the cost of issuing a purchase order from
      an average of $75 to $125 per purchase order to $15 to $30.
 
    - MONITOR UTILIZATION TRENDS.  Our Internet-enabled decision support tool,
      DecisionCenter, tracks pharmaceutical and supply utilization by physician,
      patient, procedure, item and diagnosis code. DecisionCenter provides
      healthcare facilities with the ability to identify trends in drug
      utilization and diversion, improve regulatory compliance and reduce costs
      by monitoring usage patterns and optimizing product management.
      DecisionCenter also provides secured trend analysis, decision support and
      regulatory compliance reports based on data gathered from our pharmacy and
      supply systems and other information systems within the healthcare
      facility.
 
STRATEGY
 
Our goal is to become the leading provider of clinical infrastructure and
workflow automation solutions for the healthcare industry. We intend to achieve
this goal through the following strategies:
 
    - CONTINUE TO LEVERAGE AND EXTEND OUR SOLUTIONS.  We intend to continue to
      develop features and functionality for our automation solutions that
      address the patient safety and cost-containment pressures confronting
      healthcare facilities. In addition, we intend to continue to add software,
      hardware and Internet-based solutions that complement and extend our
      automation solutions. For example, in 1999, we introduced OmniBuyer, which
      automates healthcare facilities' purchasing processes, to provide a
      complementary service to our pharmacy and supply systems.
 
    - COLLABORATE WITH LEADING HEALTHCARE PROVIDERS.  We work closely with
      leading healthcare institutions, such as the Cleveland Clinic,
      Massachusetts General Hospital and New York University Hospitals Center,
      in the definition, development and deployment of our products and
      services. These institutions demand innovative and cost-effective products
      and services that address their clinical infrastructure and workflow
      automation needs. They also require that our products and services be
      comprehensive in scope and capable of supporting the operations of an
      entire healthcare enterprise. Through our collaborations with leading
      healthcare institutions, we seek to establish our automation solutions as
      industry standards for clinical infrastructure and workflow automation.
 
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<PAGE>
    - FURTHER PENETRATE OUR INSTALLED CUSTOMER BASE.  We have a sizable
      installed base of over 18,600 pharmacy and supply systems in over
      1,100 healthcare facilities. Most of our customers have purchased only a
      subset of our products and services, or have not yet implemented our
      products and services throughout their facilities. As a result, we believe
      a significant opportunity exists to expand sales to our existing
      customers. We intend to leverage our close customer relationships and the
      measurable benefits of our products and services to capitalize on this
      opportunity.
 
    - DEVELOP SOLUTIONS THAT ENHANCE OUR CUSTOMERS' EXISTING SYSTEMS.  We expect
      healthcare facilities to continue to demand our clinical infrastructure
      and workflow automation solutions as a means to preserve, leverage and
      upgrade their existing information systems. We will continue to deliver
      Internet-based and fully integrated automation solutions that are
      cost-effective and enhance our customers' existing information systems. We
      will also continue to utilize our dedicated interface team, proprietary
      hardware and software interface technologies and over 1,500 live
      interfaces to fully integrate our automation solutions with our customers'
      existing information systems.
 
    - DEVELOP STRATEGIC RELATIONSHIPS.  We expect to continue to enter into
      strategic relationships that enhance our product offerings, broaden our
      automation solutions and increase our sales opportunities. We expect these
      relationships to increase the clinical efficacy of our automation
      solutions and open new markets for them. We currently have a relationship
      with Gold Standard Multimedia whose Clinical Pharmacology database
      connects to our pharmacy systems through the Internet, providing important
      drug allergy and drug interaction information to clinicians as they remove
      medications from our pharmacy systems. We also have a strategic
      relationship with Becton, Dickinson and Company that allows us to
      co-market their bedside Rx System for prevention of medication errors to
      our installed customer base. The Becton Dickinson system is intended to be
      fully integrated with our pharmacy systems to promote maximum safety in
      the delivery of medications to the patient while automating and enhancing
      workflow.
 
OMNICELL PRODUCTS AND SERVICES
 
   
Our automation solutions include pharmacy and supply systems, an Internet-based
procurement application and decision support capabilities. Our pharmacy and
supply systems consist of modular, secured and computerized cabinets and related
software technology that manage and dispense pharmaceuticals and medical
supplies. OmniBuyer automates the healthcare facility's requisition process, and
DecisionCenter provides trend analysis and decision support based on data
gathered by our pharmacy and supply systems. In pricing our products and
services, we take into account our costs of production, customer feedback and
our competitors' prices. In general, the minimum initial price for one of our
pharmacy and supply systems is approximately $20,000. However, most of our
customers purchase multiple systems, totaling $300,000 to $400,000. A number of
our customers have purchased and installed over $1 million of our pharmacy and
supply systems.
    
 
PHARMACY SYSTEMS
 
We offer two lines of pharmacy systems, Omnicell and Sure-Med. Our Omnicell
pharmacy systems are highly configurable and are typically installed with
high-resolution color touch screens. Our color touch screens provide users with
a Windows-based graphical interface that is suited for displaying a patient's
medical profile and Internet-based clinical information. In addition, our
Omnicell pharmacy systems have dispensing drawers that support multiple levels
of security by utilizing single-dose lids, locking lids, sensing lids and
patented guiding lights. The systems are configured to support clinical workflow
in all areas of the hospital including the operating rooms, emergency rooms,
intensive care units and medical/ surgical floors.
 
We acquired the Sure-Med pharmacy system from Baxter Healthcare in 1999. Our
Sure-Med systems incorporate a variety of storage compartments and software that
is compatible with all of our
 
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<PAGE>
automation solutions. Our Sure-Med systems offer a wide range of configuration
and dispensing technologies, including unit-dose dispensers and multiple drawer
sizes. The unit-dose module dispenses only the requested medication doses and is
best suited for medications where regulatory guidelines mandate a highly
controlled environment. Clinicians prefer this technology in high-security
situations because it automates much of the logistical and documentation burden
and responsibility associated with dispensing controlled medications. In late
2000, we extended our color touch screens and associated software available on
our Omnicell pharmacy system to the Sure-Med pharmacy system. This will enable
both systems to function on a common platform, allowing customers to add our
other products to their Sure-Med pharmacy systems. We expect broad adoption of
this new technology across our Sure-Med installed base.
 
SUPPLY SYSTEMS
 
Our primary supply systems are comprised of one, two or three cabinets. Each
cabinet is approximately two feet wide, six feet high and two feet deep with
capacity for up to 120 stock keeping units. Auxiliary cabinets can be added to
the system to provide additional storage capacity. Various shelf, drawer and
rack modules facilitate a wide array of storage configurations.
 
Our supply systems incorporate locked transparent doors that restrict access to
the supplies contained in our systems. Users enter their identification number
on a console and select the appropriate patient name. Specific doors then open
based on the security level of the user. Using our patented "See & Touch"
technology, the user is able to record supply utilization by pushing a dedicated
reorder button on the shelf in front of the selected item.
 
COMBINATION SYSTEMS
 
Our combination systems allow healthcare organizations to store pharmaceuticals
and medical supplies in a single system. The architecture of our combination
system enables each operating department to manage its products independently of
other operating departments, restricting clinician and technician access to only
appropriate pharmaceuticals and medical supplies and allowing the tracking of
transaction data, inventory levels, expenses and patient treatment costs through
a single database. By utilizing our combination systems, healthcare facilities
are able to handle pharmaceuticals and medical supplies with greater flexibility
and efficiency.
 
OMNICENTER
 
OmniCenter is a computerized central server that processes transaction data to
and from our pharmacy and supply systems, recording each transaction by user,
patient, item quantity, cost, date and time. OmniCenter enables the pharmacy and
materials management departments to run reports automatically or on demand,
indicating when to restock the systems and when to reorder pharmaceuticals and
supplies. OmniCenter also permits the user to generate a wide range of standard
and customized reports. As a diagnostic service, we are able to remotely access
an installed OmniCenter from our technical support center to monitor the status
of the server and all installed pharmacy and supply systems.
 
OMNIBUYER
 
OmniBuyer is a secure Internet-based procurement application that automates and
integrates a healthcare facility's requisition and approval processes. The
application incorporates buyer-specific business rules, such as spending limits,
negotiated pricing, approval routing and customized access profiles. In
addition, OmniBuyer is integrated with the healthcare facility's existing
information systems, further streamlining the purchasing process. OmniBuyer is
based on Commerce One's BuySite technology that we have customized to meet the
complex needs of the healthcare industry.
 
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<PAGE>
OmniBuyer provides a single online point of entry to meet the procurement needs
of buyers at healthcare facilities. We typically sell OmniBuyer on an
application service provider basis. Using OmniBuyer, our customers determine the
specific suppliers, including manufacturers, distributors, marketplaces and
exchanges, to which their buyers will have access.
 
DECISIONCENTER
 
DecisionCenter is an Internet-enabled decision support product that provides
secure trend analysis, decision support and regulatory compliance reports based
on data from our pharmacy and supply systems. It consolidates information from
one or more OmniCenters into one database. The data are stored in a raw format
as well as aggregated for rapid response to queries. We have developed the
"My-Omni" Web page that allows users to configure frequently requested
information from a short menu. In addition, we offer sophisticated graphical
tools that allow users to make detailed queries across all data fields. These
systems are typically interfaced with the healthcare facility's medical records
system in order to augment the database with correctly associated diagnosis
codes. Data can be viewed by authorized users and personnel at any time,
allowing for easy and comprehensive analysis to improve decision making.
 
SERVICES
 
We provide three types of services in support of our automation solutions:
(i) post-sales installation services at customer facilities, provided by our
field service organization; (ii) integration services in which our interface
development team interfaces our solutions with our customers' existing clinical
pharmacy, financial, and materials management systems; and
(iii) post-installation technical support. We generate revenue from service
contracts for post-installation technical support, which provides our customers
with phone support, on-site service, parts, and access to software upgrades.
On-site service is provided by a combination of our field service operations
team, technical support group and 150 field service representatives from Dade
Behring Inc., a third-party service company.
 
MEDCENTERCITY
 
We own and operate MedCenterCity, a Web site for healthcare professionals, as a
service to the healthcare community. The site includes articles on relevant
issues, including the cost of healthcare, reducing medical errors and the
Healthcare Information Portability and Accountability Act of 1996.
 
CUSTOMERS
 
   
Our target customers for our automation solutions are healthcare facilities,
including hospitals and alternate care facilities. As of March 31, 2001, over
1,100 hospitals and specialty care facilities had purchased or leased our
pharmacy and supply systems. The following entities are among our top 50
hospital customers based on pharmacy and supply systems purchased or leased:
    
 

<TABLE>
<S>                                           <C>
- Bellevue Hospital Center                    New York, NY
- Children's Medical Center of Dallas         Dallas, TX
- Cleveland Clinic                            Cleveland, OH
- Jackson Memorial Hospital                   Miami, FL
- Massachusetts General Hospital              Boston, MA
- Madigan Army Medical Center                 Tacoma, WA
- New York University Hospitals Center        New York, NY
- Northwestern Memorial Hospital              Chicago, IL
- Raritan Bay Medical Center                  Perth Amboy, NJ
- Rush-Presbyterian-St. Luke's Medical
Center                                        Chicago, IL
- University of Utah Hospitals and Clinics    Salt Lake City, UT
- University of Texas Medical Branch          Galveston, TX
- Veterans Affairs Medical Center             Washington, D.C.
- Walter Reed Army Medical Center             Washington, D.C.
</TABLE>

 
Rush-Presbyterian, Madigan Army Medical Center and Raritan Bay Medical Center
are among the 15 customers that have purchased supplies through OmniBuyer.
 
                                       39

<PAGE>
   
ASCENSION HEALTH
    
 
   
Ascension Health, headquartered in St. Louis, Missouri, is the largest
non-profit healthcare system in the U.S., with a network of more than 75 acute
care, long-term care and other healthcare facilities in 15 states and the
District of Columbia. In July 2001, we entered into a five-year technology
sharing and license agreement with Ascension, with the option to renew for an
additional five-year term. Under the terms of the agreement, we agreed to
provide OmniBuyer to the entire Ascension system.
    
 
RUSH-PRESBYTERIAN CASE STUDY
 
   
Rush-Presbyterian-St. Luke's Medical Center in Chicago, Illinois is an example
of a healthcare facility progressively adopting our automation solutions to
derive benefits across the enterprise. In December 1993, Rush-Presbyterian
installed our supply systems in an area of its facility called the Atrium. A
two-year retrospective study was performed by Rush-Presbyterian and us to assess
the long-term impact of our supply systems on Rush-Presbyterian's inventory
management processes. The study found that total supply consumption in the
Atrium for the first year, 1994, declined by almost $150,000 or 20.3% versus the
baseline year. In 1995, total supply consumption in the Atrium dropped an
additional $30,000 below the already reduced first-year level, to 24.3% below
the baseline year. Rush-Presbyterian has expanded its use of our supply systems
to other areas of the facility, including the Cardiovascular Catheterization
Unit (CVCU).
    
 
In November 1999, Rush-Presbyterian implemented OmniBuyer in the CVCU. In the
CVCU, Rush-Presbyterian has automated the procurement process from the point of
use to the supplier. The automation process begins when an item such as a
catheter is removed from one of our supply systems. The user then pushes a
dedicated reorder button for each item removed. The usage data generated by
these transactions are consolidated by our OmniCenter, which interfaces with
OmniBuyer. When a reorder point is reached, the manager of the CVCU receives an
automatic e-mail message, notifying him to log on to OmniBuyer, where he views a
requisition detailing the products to be reordered. The manager is then able to
edit and approve the requisition. Once approved, OmniBuyer transmits the
requisition to the supplier, accessing current pricing information from the
supplier and sends the order to the Rush-Presbyterian enterprise resource
planning system in order to generate an accurate purchase order. After the
requisition has been received and processed by the supplier, an e-mail message
is sent back to the requisitioner to verify that the order has been received and
processed. The e-mail message identifies backorder status, which is helpful if a
different supplier needs to be contacted to obtain a required product. The
e-mail message also identifies discrepancies in supplier pricing by comparing
automatically purchased goods to contract prices. This feature has already saved
Rush-Presbyterian thousands of dollars in inadvertent supplier overcharges.
 
STRATEGIC RELATIONSHIPS
 
   
We establish and maintain relationships with companies whose products, services,
technologies and/or market presence enhance our ability to deliver value to our
customers and who open up additional sales opportunities for our automation
solutions. With the exception of Bergen Brunswig and our August 1999 agreement
Commerce One, we believe that alternative arrangements could be secured in the
event of termination of agreements with the companies listed below. Among the
most significant relationships are the following:
    
 
   
BERGEN BRUNSWIG CORPORATION
    
 
   
Bergen Brunswig Corporation is a leading supplier of pharmaceuticals and
specialty healthcare products as well as information management solutions and
consulting services. In July 2001, we entered into a strategic partnership with
Bergen Brunswig whereby both parties agreed to collaborate in certain sales
situations and to respond jointly, where appropriate, to customer requests for
proposals. We have further agreed to collaborate to integrate our pharmacy
systems and OmniBuyer with Bergen
    
 
                                       40

<PAGE>
   
Brunswig's distribution services and software platform, InterLinx, to enable our
joint customers to automate the workflow associated with procuring and
distributing pharmaceuticals from Bergen Brunswig. The agreement has an initial
term of five years, with an option to renew thereafter. In connection with the
agreement, we have requested that the underwriter reserve for sale, at the
initial public offering price, up to $5 million of our common stock in the
offering for Bergen Brunswig. In the event Bergen Brunswig purchases reserved
shares in the offering or otherwise makes a private investment in Omnicell of at
least $3 million by December 31, 2001, we will become obligated to pay a
commission to Bergen Brunswig on future sales of our products attributable to
the collaboration with Bergen Brunswig.
    
 
   
In March 2001, Bergen Brunswig entered into a merger agreement with AmeriSource
Health Corporation to create a new company called AmeriSource-Bergen
Corporation. The merger is still pending approval from each of the company's
shareholders and the Federal Trade Commission. We do not anticipate that our
relationship with Bergen Brunswig would be affected by the completion of this
transaction.
    
 
BECTON, DICKINSON AND COMPANY
 
Becton Dickinson is a manufacturer of medical supplies, devices and diagnostic
systems, including the BD Rx System. The BD Rx System allows nurses to perform a
final, bedside safety check by positively identifying the correct patient,
medication, dosage, time and method of delivery before administering the
medication. The system utilizes a sophisticated hand-held computing platform and
bar code scanner that a nurse can transport from patient to patient. In June
2000, we agreed to co-market the BD Rx System to our installed base of pharmacy
system customers.
 
GOLD STANDARD MULTIMEDIA (CLINICAL PHARMACOLOGY)
 
Gold Standard Multimedia is a provider of multimedia programs for the healthcare
market. Gold Standard Multimedia's drug information application, Clinical
Pharmacology, was named eHealthcareWorld's 1999 Gold Award winner for best
online publication for professionals. We have an agreement with Gold Standard
Multimedia to make the Clinical Pharmacology database available to our customers
through the Web browser loaded onto all of our color touch screens. Access to
the database is integrated with our pharmacy systems so that when a nurse
removes a drug for a patient, commands are processed through the browser that
make clinical information about that drug available to the nurse on our color
touch screen. The nurse can view allergy and drug interaction information,
locate specific details and view an image of the drug. We believe that access to
these types of information from our pharmacy systems can prevent medication
errors. Clinical Pharmacology also provides drug information that nurses can
print for patients prior to discharge to reinforce patient education.
 
U.S. PHARMACOPEIA
 
U.S. Pharmacopeia is a non-profit organization that establishes standards to
ensure the quality of medicines. We have a co-marketing agreement with
U.S. Pharmacopeia that makes their MedMARx medication error reporting and
analysis software available on our pharmacy systems. The MedMARx software
provides a standardized framework for medication error reporting. From our color
touch screen, clinicians can record medication errors, run standard and
customized reports and view the results in chart and graph form. These reports
help clinicians follow trends and pinpoint problem areas. U.S. Pharmacopeia also
maintains a national medication errors database that allows healthcare
facilities to anonymously compare themselves to similar institutions.
 
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<PAGE>
ROSEBUD SOLUTIONS
 
Rosebud Solutions provides software solutions that automate the process of
tracking and managing equipment within healthcare facilities. Rosebud Solutions'
Medical Equipment Management Systems (MEMS) solution helps healthcare facilities
improve asset utilization, reduce cost, simplify processes and improve patient
care through better medical equipment management. In particular, MEMS helps
reduce the incidence of hospital-associated infections by tracking incidents of
patient-to-patient equipment transfer and giving healthcare facility personnel a
tool for preventing such transfers. In February 2001, Omnicell entered into an
exclusive reseller agreement with Rosebud Solutions to sell its MEMS program and
other products to our customers.
 
INNOVATIVE PRODUCT ACHIEVEMENTS, INC. (SCRUBAVAIL)
 
Innovative Product Achievements, Inc. is an inventory management systems company
focused on the development of innovative solutions for the management of
materials in healthcare facilities. We co-market Innovative Product
Achievements' ScrubAvail system as an extended offering to our supply systems.
ScrubAvail is an advanced inventory control system for surgical scrub suits. The
ScrubAvail system is typically installed in the operating room, labor and
delivery, emergency room and other high surgical scrub use areas. In the United
States, over 4,000,000 scrub suits are dispensed annually through ScrubAvail
systems.
 
COMMERCE ONE, INC.
 
Commerce One, Inc. is a provider of e-commerce solutions that dynamically link
buying and supplying organizations to form real-time trading communities. In
August 1999, we entered into an agreement with Commerce One and paid a license
fee pursuant to which we received a perpetual license to Commerce One's Hosted
BuySite software for use in developing our OmniBuyer application. The agreement
also provides for program management services and ongoing maintenance and
support of the software for additional fees. The agreement continues perpetually
unless otherwise terminated by either party pursuant to the termination
provisions of the agreement. In June 2001, we entered into another agreement
with Commerce One to allow us to co-sell the licensed version of Commerce One's
BuySite software. In addition, our strategic relationship with Commerce One
allows for co-marketing and co-development efforts and enables us to utilize
their e-commerce technology platform and access their Global Trading Web. In
March 2000, Commerce One made an equity investment in our company.
 
RESEARCH AND DEVELOPMENT
 
   
We commit significant resources to developing new products and technologies that
bring value to our customers. We believe that our research and development focus
and quality team are key competitive advantages in the industry. As of June 30,
2001, we have 63 employees in research and development, approximately 17% of our
entire workforce. Research and development expenses were $6.0 million,
$8.7 million and $11.3 million in the years ended December 31, 1998, 1999 and
2000, respectively, representing 12.4%, 15.8% and 16.7% of total revenues in
those years.
    
 
Our architecture and sophisticated product development process allow for rapid
development and testing times. The software architecture for our pharmacy and
supply systems is based on database products and development tools centered
around the Microsoft Windows NT platform and the Microsoft Internet Information
Server. This software is installed at the customer site. We develop application
software that is generally applicable to all customers, while retaining broad
customization functionality. We maintain a single release applicable to both our
pharmacy and supply systems, with each new release containing more configurable
options as new features are added, while retaining previous functionality for
backward compatibility. Interfacing with our customer's existing information
systems is done according to the Health Level Seven (HL7) standards or, for
non-compliant systems, is done utilizing our custom interface software.
Interface software is kept separate from the main software
 
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<PAGE>
release. Communication between the OmniCenter server and the pharmacy and supply
systems and interface software is accomplished through an application
programming interface. Each new release of server software maintains backward
compatibility with this application programming interface, so that previous
versions of interfaces and pharmacy and supply systems continue to operate when
the OmniCenter server software is upgraded. Our products currently do not
require approvals beyond standard Underwriters Laboratories or Canadian Safety
Association equivalent certification.
 
A vital part of our automation solutions business and among our core
competencies is a dedicated hardware group. While software occupies the majority
of our development resources, the knowledge and expertise of our hardware group
is one of the significant barriers to entry for potential competitors. Since our
pharmacy and supply systems handle physical product, a considerable amount of
skill is required in designing mechanisms that will automatically dispense a
variety of sizes of pharmaceuticals and medical supplies. Our mechanical and
electronic designers use automated design tools to allow full three-dimensional
simulation down to individual piece part drawings. In many cases our design
documentation is transmitted to suppliers electronically.
 
For our OmniBuyer application, our strategic relationship with Commerce One
allows us to incorporate and extend Commerce One's technology platforms,
applications, source code and documentation into healthcare. Their tools allow
us to modify their BuySite software to produce our branded OmniBuyer
application, minimizing the effort to port specific software changes to the
latest Commerce One release.
 
TECHNOLOGY
 
Much of our architecture is based on industry standards such as programming
languages like C++, Visual Basic and Java, standard HL7 healthcare interfaces,
the Microsoft Windows NT operating systems, Intel microprocessors and standard
IEEE 802.11b wireless protocols. Our product development teams employ
object-oriented analysis and design principles to guide the development of an
object-oriented system of software code. Our methodology allows us to utilize
the capabilities of object-oriented programming languages like C++ and Java to
build reusable components and designs. This methodology also helps reduce the
risks inherent in developing complex systems and helps us design our solutions
to meet the needs of our customers.
 
Scalability is a key benefit of our product offering and an area of continuous
focus in our research and development activities. Our pharmacy and supply
systems deploy current industry standard Microsoft Windows NT 4.0 Server
operating software and Pentium-class Intel microprocessors. The OmniCenter
server is designed to support our systems, fully deployed, at the largest
healthcare facility.
 
Historically, we have typically offered a major upgrade to our application
software approximately once a year. Our most recent automation software release
was Omnicell 6000, which became commercially available in February 2001.
Upgrades are included as part of our standard service contract, and the majority
of our customers have a service contract. In some cases, due to requirements of
the underlying operating systems, our customers may need to upgrade older
OmniCenter PC platforms (not the embedded PCs in the systems). In these cases,
our customers are charged a single price for a new PC and on-site installation
of the upgrade and database transfer.
 
Our service contracts include the license to use the software and receive
upgrades. In some cases, certain new features in an upgrade may be chargeable
items. If the customer declines to purchase the chargeable upgrades, then the
upgrade is performed without enabling those chargeable features. In the majority
of cases, upgrades to software functionality may also lead to the purchase of
additional Omnicell proprietary hardware. New releases of OmniBuyer occur
approximately every three months. With each new release, every existing
OmniBuyer customer is upgraded, as part of the ASP hosting fee.
 
Current server hardware is available with single or dual processor platforms
with, or without, redundant arrays of independent disks and power supplies,
depending on the size of the application. In addition to
 
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<PAGE>
developing new application features, our software development group makes
continuous improvements to our proprietary applications and communications
software to optimize the speed and performance of our systems. We maintain a
separate software quality assurance department that provides testing of new
features and regression testing of the existing features before we release
software for test sites. At the successful completion of the testing period, the
software is released for general availability.
 
In the Internet-based procurement area, Commerce One's solution utilizes XML
software technology platform servers to generate and securely transmit XML
documents over the Internet. Commerce One has also created a common business
library designed to enable a common language-based framework for uniting
disparate business document types. While we believe that XML software technology
is emerging as an industry standard for business-to-business electronic
commerce, we have also developed translation technology that converts XML
documents into other document formats. This translation technology allows us to
deliver purchase orders to suppliers in a wide variety of document formats,
including electronic data interchange, Open Buying on the Internet, ASCII flat
file, e-mail, Microsoft Excel and facsimile.
 
Our Internet-based products use 128-bit encryption, HTTPS-SSL and
password-protected user access. Our servers are located behind corporate
firewalls and access is multiple password-protected. We recognize our
obligations to safeguard patient information and other customers' proprietary or
confidential information to which we may have access through the use of our
automation systems and OmniBuyer. We have implemented a Privacy and Use of
Information Policy and strictly adhere to established privacy principles, use of
customer information guidelines and federal and state statutes and regulations
regarding privacy and confidentiality, including those measures and practices
required under the Health Insurance Portability and Accountability Act of 1996.
 
SALES, MARKETING AND CUSTOMER SUPPORT
 
We market and sell our products and services to a variety of healthcare
organizations, including hospitals and alternate care facilities, targeting
hospitals with over 100 beds and alternate care organizations with multiple
facilities. In the United States and Canada, we have a direct sales force
organized into six regions. We sell through distributors in Europe, the Middle
East, Asia and Australia. Each of the members of our direct sales force sells
our pharmacy and supply systems, OmniBuyer and DecisionCenter. Our sales
representatives have, on average, over eight years of sales experience in the
healthcare industry. A regional vice president coordinates both the sales and
field service operations activities in each region.
 
Our marketing group is responsible for product marketing, marketing
communications, Web site development, public relations, sales support and
training. It generates leads through a variety of means, including advertising,
direct marketing and participation in trade shows and conferences covering such
areas as pharmacy, nursing, anesthesiology, operating room management, hospital
administration, materials management, electronic commerce and supply chain
management.
 
The sales cycle for our automation systems is long and can take in excess of
12 months. This is due in part to the cost of our systems and the number of
people within a healthcare facility involved in the purchasing decision. To
initiate the selling process, the sales representative generally targets the
director of pharmacy, the director of materials management and/or other decision
makers and is responsible for educating each group within the healthcare
facility about the benefits of automation. To assist hospitals in the
acquisition of our systems, we offer multi-year, non-cancelable leases that
reduce up-front acquisition costs. Typically, we sell our customers' lease
agreements to a third-party leasing company. We have contracts with several
group purchasing organizations (GPOs) that enable us to sell our automation
systems to GPO-member healthcare facilities without going through a lengthy
request for proposal and bidding process. These GPO contracts are typically for
multiple years with options to renew or extend for up to two years but can be
terminated by either party at any time. Our current
 
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<PAGE>
GPO contracts include Premier, Inc., Novation, LLC, Consorta Catholic Resources
Partners, Tenet Healthcare Corporation and the Department of Veterans Affairs.
 
Our field service operations representatives support our sales force by
providing operational and clinical expertise prior to the close of a sale and
installing our automation systems post-sale. This group assists the customer
with the technical implementation of our automation systems, including
configuring our systems to address the specific needs of each individual
customer. After the systems are installed, on-site support is provided by a
combination of our field service operations team, technical support group and a
third-party service company.
 
We offer technical support through our technical support center in Waukegan,
Illinois. The support center is staffed 24 hours a day, 365 days a year. We use
the Siebel Systems software package, an industry standard for call centers, to
field calls from customers. We have found that two-thirds of all service issues
can be addressed either over the phone or by our support center personnel
utilizing their on-hand remote diagnostics tools. In addition, we utilize remote
dial-in software that monitors customer conditions on a daily basis.
 
We leverage our sales and field service organizations, along with our technical
support center, to sell, implement and support OmniBuyer. In addition, we have
added specialists who work solely with healthcare facilities to implement
OmniBuyer. The implementation process is done in phases. We work with each
healthcare facility to determine its purchasing and approval flows. We also
interface OmniBuyer to all relevant information systems, assist with
connectivity to suppliers, marketplaces and exchanges and provide training on
the application.
 
MANUFACTURING OF PHARMACY AND SUPPLY SYSTEMS
 
Our pharmacy and supply systems manufacturing strategy is to produce custom
configured systems with rapid turnaround in a high-quality and cost-effective
manner. We currently conduct our manufacturing operation in a 23,000 square foot
facility in Palo Alto, California operating on one shift. We operate on a
continuous flow, just-in-time basis to perform final assembly, configuration and
system testing of all products. Our customer service personnel work closely with
the end user to determine specific customer requirements for each installation.
The detailed customer requirements are transmitted electronically to our
manufacturing facility where they are used to custom configure each unit. Our
operating software is installed as a part of the assembly process. Once
assembled, every unit undergoes mechanical and systems testing prior to
shipping.
 
Our production activities consist primarily of final assembly of mechanical
components and electronic sub-systems outsourced to key suppliers. While many
components of our systems are standardized and available from multiple sources,
certain components or subsystems are fabricated according to our specifications.
We endeavor to obtain multiple sources of supplies for certain components. We
believe we could obtain alternative sources of supplies within two to four
months if our current suppliers were unable to provide us with adequate
quantities of such components.
 
Our products are designed with a high degree of modularity that facilitates
manufacturing, assembly and configuration and enables rapid deployment of new
products and product enhancements. We have automated much of the software
quality assurance process and have streamlined key steps in the mechanical
prototyping process in order to minimize the time from design prototype to
volume production. We work closely with several key fabricators and subassembly
manufacturers on new products and utilize lower-cost manufacturers whenever
possible while maintaining product quality and availability. We are continuously
re-engineering our products to reduce manufacturing costs while improving
product reliability and serviceability.
 
Our quality assurance team inspects and creates an electronic record for every
product before it is shipped using personal digital assistants. This information
is used to monitor workmanship by recording the number of defects per thousand
units. Each manufacturing employee is part of an incentive
 
                                       45

<PAGE>
program tied to reducing defects per thousand units. Quality issues are gathered
through weekly field updates and direct calls from our sales and customer
support groups. These issues are addressed in weekly reliability meetings, which
bring together our engineering, manufacturing and quality assurance teams.
 
COMPETITION
 
The clinical infrastructure and workflow automation market is intensely
competitive and characterized by evolving technology and industry standards,
frequent new product introductions and dynamic customer requirements. Many
healthcare facilities still use and may continue to use highly manual approaches
that do not utilize automated methods of distribution, inventory tracking or
procurement. As a result, we must continuously educate existing and prospective
customers regarding the advantages of our products.
 
We expect continued and increased competition from current and future
competitors, many of which have greater financial, technical, marketing and
other resources. Our current direct competitors in the pharmacy and supply
systems market include Pyxis Corporation (a division of Cardinal Health) and
Automated Healthcare (a division of McKessonHBOC).
 
We believe that companies in the clinical infrastructure and workflow automation
market compete based on:
 
    - breadth and depth of product offerings;
 
    - ease of use and efficiency;
 
    - ability to incorporate the customer's requisition and approval process;
 
    - ability to integrate their services with the customer's existing systems
      and software;
 
    - quality and reliability of product offerings;
 
    - customer service; and
 
    - price.
 
We believe our products and services compare favorably with those offered by our
competitors, particularly in the areas of flexibility, utilization of advanced
technologies, ease of use and quality of integration with existing systems.
 
GOVERNMENT REGULATION
 
The manufacture and sale of our current products are not regulated by the FDA.
There can be no assurance, however, that these products, or future products, if
any, will not be regulated in the future. A requirement for FDA approval could
harm our business, results of operations and financial condition. The practice
of pharmacy is governed by individual state boards of pharmacy that issue rules
for pharmacy licensure in their respective jurisdictions. State boards of
pharmacy do not license or approve our distribution systems. However, pharmacies
using our equipment are subject to state board approval. Similarly, hospitals
must be accredited by the JCAHO in order to be eligible for Medicaid and
Medicare funds. The JCAHO does not approve or accredit distribution systems.
 
Our online services may be subject to a number of laws and regulations that may
be adopted or interpreted in the United States and abroad with particular
applicability to the Internet. The laws governing Internet transactions remain
largely unsettled, even in areas where there has been some legislative action,
such as the federal Internet Tax Freedom Act. It is possible that U.S. and
foreign governments will enact legislation that may be applicable to us in areas
including content, product distribution, network security, encryption, the use
of measures for data and privacy protection, electronic authentication, access
charges and re-transmission activities. The adoption or modification of laws or
regulations relating to the Internet or its related technologies could have a
material adverse
 
                                       46

<PAGE>
effect on our OmniBuyer application and also adversely affect our business by
increasing our costs and administrative burdens. It may take years to determine
whether and how existing laws such as those governing intellectual property,
privacy, libel, consumer protection and taxation apply to the Internet. We
believe that our Privacy and Use of Information Policy to be posted on our Web
site addresses the concerns raised by the recent privacy initiative of the
Federal Trade Commission. However, we cannot assure you that this initiative
will not negatively affect our business. Compliance with any newly adopted laws
may prove difficult for us and could harm our business.
 
PROPRIETARY RIGHTS AND LICENSING
 
Our success depends in part upon a combination of copyright and trademark laws,
trade secrets, confidentiality procedures and contractual provisions to protect
our proprietary rights. We pursue patent protection in the United States and
foreign jurisdictions for technology that we believe to be proprietary and that
offers a potential competitive advantage for our products. We currently own ten
U.S. patents that will expire between 2010 and 2017. In addition, we currently
have one U.S. patent allowed and awaiting issue and have filed five U.S. patent
applications. The issued patents relate to our "See & Touch" methodology used in
our pharmacy and supply systems, the use of guiding lights in the open matrix
pharmacy drawers, the use of locking and sensing lids with pharmacy drawers and
the methods of restocking these drawers. The above referenced patents also apply
to our unit-dose mechanism and methods, the single-dose dispensing mechanism and
the methods for restocking the single-dose drawers using exchange liners. There
are other issued patents and applications in process in Australia, Japan, Hong
Kong, Canada and European countries related to issued and pending applications
in the United States. We are not aware that any of our products infringes the
proprietary rights of third parties.
 
All of our operating system software is copyrighted and subject to the
protection of applicable copyright laws. We have also obtained registration of
our Omnicell logo, Omnicell, OmniCenter, OmniSupplier, OmniRx and Sure-Med
trademarks through the United States Patent and Trademark Office. We are in the
process of registering other trademarks, in the United States and
internationally. We seek to protect and enforce our rights in our patents,
copyrights, service marks, trademarks, trade dress and trade secrets through a
combination of laws and contractual restrictions, such as confidentiality and
licensing agreements.
 
FACILITIES
 
We lease approximately 113,000 square feet of office, development and
manufacturing space in Palo Alto, California and Waukegan, Illinois. Our
principal administrative, marketing and research and development facilities are
located in approximately 34,000 square feet of leased office space in Palo Alto,
California under leases expiring in January 2002 and June 2004. Our principal
manufacturing facility is located in approximately 23,000 square feet of leased
space in Palo Alto, California under a lease expiring in June 2003, with an
option to renew for an additional five years. We also maintain an
administrative, marketing, development, technical support and training facility
located in approximately 38,000 square feet of leased office space in Waukegan,
Illinois under a lease expiring in June 2006, with an option to renew for an
additional five years.
 
EMPLOYEES
 
   
As of June 30, 2001, we had a total of 369 employees, including 63 in research
and development, 68 in sales, 21 in marketing, 129 in customer support, 41 in
administration and 47 in manufacturing. We also employ independent contractors
and temporary personnel to support our development, marketing, customer support,
field service and administration organizations. None of our employees is
represented by a collective bargaining agreement, nor have we experienced any
work stoppage. We consider our relations with our employees to be good.
    
 
LEGAL PROCEEDINGS
 
We are not a party to any material legal proceedings.
 
                                       47

<PAGE>

                                   MANAGEMENT
 
DIRECTORS AND OFFICERS
 
   
The following table sets forth certain information as of June 30, 2001, about
our executive officers, other officers and members of our board of directors:
    
 
   

<TABLE>
<CAPTION>
NAME                                       AGE                            POSITION
----                                     --------   -----------------------------------------------------
<S>                                      <C>        <C>
Sheldon D. Asher.......................        47   President, Chief Executive Officer and Director
Randall A. Lipps.......................        44   Founder, Chairman of the Board and Director
S. Michael Hanna.......................        50   Vice President of Sales and Field Operations
John D. Higham.........................        59   Vice President of Engineering and Chief Technical
                                                    Officer
Robert Y. Newell, IV...................        53   Vice President of Finance and Chief Financial Officer
Jeffrey L. Arbuckle....................        45   Vice President of Business Development
Herbert J. Bellucci....................        51   Vice President of Manufacturing
Joseph E. Coyne........................        38   Vice President of Customer Service
William R. Dimmer......................        57   Vice President of Human Resources
Kenneth E. Perez.......................        41   Vice President of Marketing
Gary E. Wright.........................        47   Vice President of Supplier Relations and
                                                    International
Gordon V. Clemons(1)...................        57   Director
Frederick J. Dotzler(2)................        55   Director
Christopher J. Dunn, M.D.(2)...........        49   Director
Benjamin A. Horowitz...................        35   Director
Kevin L. Roberg........................        50   Director
John D. Stobo, Jr.(1)..................        36   Director
William H. Younger, Jr.(1)(2)..........        51   Director
</TABLE>

    
 
------------------------
 
(1)  Member of the Audit Committee
 
(2)  Member of the Compensation Committee
 
SHELDON D. ASHER has served as President and Chief Executive Officer and a
Director of Omnicell since December 1993. From May 1991 to August 1993, Mr.
Asher served as President and Chief Executive Officer of Option Care, Inc., a
home infusion therapy company. Mr. Asher is also a director of two private
companies, American Administrative Group, Inc. and HealthCare Dimensions, Inc.
Mr. Asher received a B.S. in finance from the University of Illinois.
 
RANDALL A. LIPPS has served as Chairman of the Board and a Director of Omnicell
since founding Omnicell in September 1992. From 1989 to 1992, Mr. Lipps served
as the President of Moxie Technologies, Inc., a direct marketing firm
specializing in travel and long-distance communications sales. Mr. Lipps
received both a B.S. in economics and a B.B.A. from Southern Methodist
University.
 
S. MICHAEL HANNA has served as Vice President of Sales and Field Operations of
Omnicell since July 1998. From July 1996 to July 1998, Mr. Hanna served as a
Regional Vice President of Omnicell. From 1981 to July 1996, Mr. Hanna was
employed by Air Shields, Inc., a medical equipment manufacturer, in a variety of
sales positions, most recently as Director of North American Sales. Mr. Hanna
received a B.S. in business administration from Shepard College.
 
JOHN D. HIGHAM has served as Vice President of Engineering and Chief Technical
Officer of Omnicell since June 1993. From 1989 to 1993, Mr. Higham served as
Vice President of Engineering of Octel Communications, Inc., a supplier of
voicemail systems. Mr. Higham is also a director of DispenseSource, Inc. Mr.
Higham received engineering and industrial management degrees from Cambridge
University, England, and a master's degree in electrical engineering from
Columbia University.
 
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<PAGE>
ROBERT Y. NEWELL, IV has served as Vice President of Finance and Chief Financial
Officer of Omnicell since January 2000. From October 1997 to January 2000, Mr.
Newell was a partner in the Beta Group, a business development firm. From August
1992 to August 1997, he was Vice President and Chief Financial Officer of
Cardiometrics, Inc., a medical device company. Mr. Newell is also a director of
two private companies, Pixl Golf Company and ShowMeTV, Inc. Mr. Newell received
a B.A. in mathematics from the College of William & Mary and an M.B.A. from
Harvard Business School.
 
JEFFREY L. ARBUCKLE has served as Vice President of Business Development of
Omnicell since June 1999. From July 1997 to June 1999, Mr. Arbuckle served as
Vice President of Marketing of Omnicell. From February 1994 to June 1997, Mr.
Arbuckle served as a Regional Vice President of Omnicell. From 1991 to 1994, Mr.
Arbuckle served as Regional Manager of Siemens Infusion, a marketer of drug
delivery systems. Mr. Arbuckle received a B.A. from Indiana University.
 
HERBERT J. BELLUCCI has served as Vice President of Manufacturing of Omnicell
since April 1994. From August 1993 to March 1994, Mr. Bellucci served as Vice
President of Operations of VidaMed, Inc., a medical device company. Mr. Bellucci
received a B.S. in engineering from Brown University and an M.B.A. from the
Stanford Graduate School of Business.
 
JOSEPH E. COYNE has served as Vice President of Customer Service of Omnicell
since August 1997. From May 1994 to August 1997, Mr. Coyne served as Director of
Interface Development of Omnicell. From 1984 to May 1994, Mr. Coyne was employed
by HBO & Company, a healthcare information systems company, in various technical
capacities, including Technical Manager and Software Interface Team Manager. Mr.
Coyne received a B.S. in chemical engineering from Stanford University and an
M.B.A. from the Anderson Graduate School of Management at the University of
California, Los Angeles.
 
WILLIAM R. DIMMER has served as Vice President of Human Resources of Omnicell
since March 2000. From July 1998 to March 2000, Mr. Dimmer served as Vice
President of Human Resources and Administrative Services for Collagen
Aesthetics, Inc., a healthcare dermatology products company. From June 1994 to
July 1998, Mr. Dimmer was a Principal and Senior Consultant for Pragma
International, an international management and consulting firm. Mr. Dimmer
received a B.A. in liberal arts and an advanced management degree from the
University of Chicago, C.R.C.
 
KENNETH E. PEREZ has served as Vice President of Marketing of Omnicell since
April 2000. From September 1999 through March 2000, Mr. Perez served as Vice
President of e-Strategies of Omnicell. From November 1998 to August 1999, Mr.
Perez served as Senior Vice President of Marketing for CyberCash, Inc., an
electronic commerce payment solutions company. From 1992 to 1998, Mr. Perez held
a number of positions at Hewlett-Packard Company, including Director of Business
Development for the Extended Enterprise Business Unit. Mr. Perez received a B.A.
in international relations from Stanford University and an M.B.A. from the
Anderson Graduate School of Management at the University of California, Los
Angeles.
 
GARY E. WRIGHT has served as Vice President of Supplier Relations and
International of Omnicell since July 2000. From September 1999 to June 2000,
Mr. Wright served as Vice President of Supplier Relations of Omnicell. From July
1998 until August 1999, Mr. Wright served as Vice President of Business
Development of Omnicell, and from June 1994 until June 1998, Mr. Wright served
as Vice President of Sales and Field Operations of Omnicell. From September 1993
to May 1994, Mr. Wright served as a Vice President of PCS Health Systems, a
managed healthcare company. Mr. Wright received a B.S. from Northern Illinois
University.
 
GORDON V. CLEMONS has served as a Director of Omnicell since December 1995. He
has been the President, Chief Executive Officer and Chairman of the Board of
CorVel Corp., a provider of managed healthcare services, since 1991. Mr. Clemons
received a B.S. in business and technology from Oregon State University and an
M.B.A. from the University of Oregon.
 
                                       49

<PAGE>
FREDERICK J. DOTZLER has served as a Director of Omnicell since December 1993.
He has been a partner with Medicus Venture Partners, a venture capital firm,
since 1989, and is a managing director of De Novo Ventures. Mr. Dotzler received
a B.S. in industrial engineering from Iowa State University, an M.B.A. from the
University of Chicago and an advanced degree in economics from Louvain
University, Belgium.
 
CHRISTOPHER J. DUNN, M.D. has served as a Director of Omnicell since September
1992. Dr. Dunn has been in private medical practice since 1984. Dr. Dunn
received an M.D. and a master's degree in health service administration from
Stanford University. Dr. Dunn is also Director of the Respiratory Care Unit at
Care West Gateway, Director of Subacute Care at Care West Burlingame and Medical
Director of Critical Care Transport for American Medical Response--Sacramento
Valley. He is a fellow of the American College of Chest Physicians and is an
Associate Clinical Professor of Medicine at Stanford University School of
Medicine.
 
BENJAMIN A. HOROWITZ has served as a Director of Omnicell since September 1999.
Mr. Horowitz has been President, Chief Executive Officer and a director of
Loudcloud, Inc., an Internet company, since September 1999. From March 1999 to
September 1999, he served as Vice President and General Manager of the
E-commerce Platform division of America Online, Inc. an Internet service
provider. From July 1995 to March 1999, Mr. Horowitz was employed by Netscape
Communications, an Internet company, in various capacities, including Vice
President of the directory and security product line from 1997 to 1998. From
1994 to 1995, Mr. Horowitz was employed by Lotus Development Corporation, a
software company. Mr. Horowitz received a B.S. from Columbia University and an
M.S. in computer science from the University of California, Los Angeles.
 
KEVIN L. ROBERG has served as a Director of Omnicell since June 1997. He has
been a general partner of Delphi Ventures, a venture capital firm, since October
1999. From August 1998 to September 1999, Mr. Roberg was an independent venture
capitalist. From December 1995 to June 1998, Mr. Roberg served as Chief
Executive Officer and President of ValueRx, a pharmacy benefit and medication
management company and a former subsidiary of Value Health, Inc., a healthcare
benefit and information service provider. From April 1995 until it was acquired
by ValueRx in December 1995, Mr. Roberg served as President and Chief Executive
of Medintell Systems Corporation, a pharmaceutical information management
company. From June 1994 to April 1995, Mr. Roberg served as President--Western
Health Plans and President--PRIMExtra, Inc. for EBP Health Plans, Inc., a
third-party administrator. Mr. Roberg is also a director of Duane Reade, Inc., a
retail pharmacy company, Accredo Health, Inc., a bio-pharmaceutical company, and
the American Society of Health System Pharmacists Foundation. Mr. Roberg is also
a director and the immediate past chairman of Children's Hospitals and Clinics
of Minneapolis/St. Paul. Mr. Roberg received a B.S. from the University of Iowa.
 
JOHN D. STOBO, JR. has served as a Director of Omnicell since February 2000.
Since November 1998, he has been a managing member of ABS Partners III, LLC,
which is the general partner of ABS Capital Partners III, L.P., a venture
capital firm. From December 1993 to November 1998, Mr. Stobo was a principal of
ABS Capital Partners and related entities. Prior to joining ABS Capital
Partners, Mr. Stobo worked in the healthcare investment banking group at Alex.
Brown & Sons Incorporated, an investment banking firm. Mr. Stobo received a B.A.
from the University of California, San Diego, and an M.B.A. from Cornell
University. Mr. Stobo is also a director of several privately held companies.
 
WILLIAM H. YOUNGER, JR. has served as a Director of Omnicell since September
1992. Mr. Younger is a managing director of the general partner of Sutter Hill
Ventures, a venture capital firm, where he has been employed since 1981. Mr.
Younger holds a B.S. in electrical engineering from the University of Michigan
and an M.B.A. from Stanford University. Mr. Younger is also a director of Vitria
Technology, Inc., Virage, Inc., and several privately held companies.
 
There are no family relationships between any of the directors and officers of
Omnicell.
 
                                       50

<PAGE>
BOARD COMMITTEES
 
Our Board of Directors has a Compensation Committee and an Audit Committee. The
Compensation Committee makes recommendations to the Board of Directors
concerning salaries and incentive compensation for our officers and employees
and administers our stock option plans. The Audit Committee makes
recommendations to the Board of Directors regarding the selection of independent
auditors, reviews the results and scope of the audit and other services provided
by our independent auditors, and reviews and evaluates our audit and control
functions. Members of these committees will serve until their successors are
appointed. Members of our Compensation Committee are Mr. Dotzler, Dr. Dunn and
Mr. Younger. Members of our Audit Committee are Messrs. Clemons, Stobo and
Younger.
 
DIRECTOR COMPENSATION
 
The members of our Board of Directors do not currently receive compensation for
their services as directors, but are reimbursed for travel expenses in
connection with attendance at Board and committee meetings. We have typically
granted non-employee directors options to purchase 15,625 shares of common stock
at the then fair market value upon election to the Board of Directors. In
February 1998, Dr. Dunn received a non-qualified stock option to purchase 15,625
shares of common stock at an exercise price of $10.40 per share. In September
1999, Mr. Horowitz received a non-qualified stock option to purchase 15,625
shares of common stock at an exercise price of $10.40 per share. These options
vest over a five-year period. In September 1999, each of Messrs. Younger and
Dotzler received options to purchase 9,375 shares of common stock at an exercise
price of $10.40 per share that vest over a three-year period. In April 2000, Mr.
Horowitz received a non-qualified stock option to purchase 6,250 shares of
common stock at an exercise price of $10.40 per share that vests over a 30-month
period. In August 2000, Messrs. Younger and Dotzler each received a
non-qualified stock option to purchase 4,687 shares of common stock at an
exercise price of $2.00 per share that will vest over a 36-month period with a
six-month cliff, Messrs. Stobo and Clemons each received a non-qualified stock
option to purchase 7,812 shares of common stock at an exercise price of $2.00
per share that will vest over a 36-month period with a six-month cliff,
Messrs. Dunn and Roberg each received a non-qualified stock option to purchase
7,812 shares of common stock at an exercise price of $2.00 per share that will
vest over a 24-month period with a six-month cliff, and Mr. Horowitz received a
non-qualified stock option to purchase 10,937 shares of common stock at an
exercise price of $2.00 per share that will vest over a 36-month period with a
six-month cliff. A six-month cliff means that no shares of a stock option shall
vest until the six-month anniversary of the date of the grant, at which time, in
the case of a thirty-six month grant, 6/36ths of the shares would become vested,
with the balance of the shares vesting in equal monthly installments thereafter.
Following this offering, each member of our Board of Directors who is not an
employee will be eligible to receive initial and annual stock option grants to
purchase our common stock. These grants are more fully described below.
 

EXECUTIVE COMPENSATION
 
The following table sets forth all compensation awarded to, earned by or paid to
our Chief Executive Officer and our four next most highly compensated executive
officers whose annual compensation exceeded $100,000 for the year ended December
31, 2000. These individuals are referred to as the named executive officers in
this prospectus.
 
                                       51

<PAGE>
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                                       LONG-TERM
                                                                                     COMPENSATION
                                                  ANNUAL COMPENSATION(1)                AWARDS
                                            ----------------------------------   ---------------------
                                                                  OTHER ANNUAL   SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION                  SALARY     BONUS     COMPENSATION        OPTIONS(2)
---------------------------                 --------   --------   ------------   ---------------------
<S>                                         <C>        <C>        <C>            <C>
Sheldon D. Asher .........................  $312,900   $140,421     $      --           172,798
  President, Chief Executive
  Officer and Director
 
Randall A. Lipps .........................   312,900    140,421            --           174,098
  Chairman of the Board
  and Director
 
S. Michael Hanna .........................   160,000    138,546            --            43,282
  Vice President of Sales and
  Field Operations
 
John D. Higham ...........................   200,000     96,464            --            85,469
  Vice President of Engineering
  and Chief Technical Officer
 
Robert Y. Newell, IV .....................   164,583     38,753            --           126,562
  Vice President of Finance and
  Chief Financial Officer
</TABLE>

 
------------------------
 
(1)  In accordance with Securities and Exchange Commission rules, Other Annual
     Compensation in the form of perquisites and other personal benefits has
     been omitted where the aggregate amount of such perquisites and other
     personal benefits constitutes less than the lesser of $50,000 or 10% of the
     total annual salary and bonus for the named executive officer for the
     fiscal year.
 
(2)  These shares are subject to exercise under stock options granted under our
     stock option plans.
 
                                       52

<PAGE>
STOCK OPTION GRANTS
 
The following table sets forth information regarding options granted to each of
the named executive officers during the year ended December 31, 2000.
 
   

<TABLE>
<CAPTION>
                                              INDIVIDUAL GRANTS
                             ---------------------------------------------------   POTENTIAL REALIZABLE VALUE AT
                             NUMBER OF      PERCENTAGE                                ASSUMED ANNUAL RATES OF
                             SECURITIES      OF TOTAL                               STOCK PRICE APPRECIATION FOR
                             UNDERLYING      OPTIONS                                       OPTION TERM(1)
                              OPTIONS       GRANTED IN     EXERCISE   EXPIRATION   ------------------------------
NAME                         GRANTED(2)   FISCAL 2000(3)   PRICE(4)      DATE           5%               10%
----                         ----------   --------------   --------   ----------   ------------      ------------
<S>                          <C>          <C>              <C>        <C>          <C>               <C>
Sheldon D. Asher...........    43,750          1.88%        $10.40     04/02/10     $  115,500        $  451,500
                               88,850          3.82           2.00     08/23/10        980,904         1,663,272
                               40,198          1.73           2.00     08/23/10        443,786           752,507
 
Randall A. Lipps...........    43,750          1.88          10.40     04/02/10        115,500           451,500
                               89,062          3.83           2.00     08/23/10        983,244         1,667,241
                               41,286          1.78           2.00     08/23/10        455,797           772,874
 
S. Michael Hanna...........     3,125          0.13          10.40     01/31/10          8,250            32,250
                               15,626          0.67          10.40     04/02/10         41,253           161,260
                                6,328          0.27           2.00     08/23/10         69,861           118,460
                               20,312          0.87           2.00     08/23/10        224,244           380,241
                               40,078          1.72           2.00     08/23/10        442,461           750,260
 
John D. Higham.............    15,626          0.67          10.40     04/02/10         41,253           161,260
                               18,750          0.81           2.00     08/23/10        207,000           351,000
                                8,906          0.38           2.00     08/23/10         98,322           166,720
 
Robert Y. Newell, IV.......    75,000          3.23          10.40     01/31/10        198,000           774,000
                                9,375          0.40          10.40     04/02/10         24,750            96,750
                               42,187          1.82           2.00     08/23/10        465,744           789,741
</TABLE>

    
 
------------------------
 
   
(1)  Potential realizable values are computed by multiplying the number of
     shares of common stock subject to a given option by the assumed initial
     public offering price of $8.00 per share, assuming that the aggregate stock
     value derived from that calculation compounds at the annual 5% or 10% rate
     shown in the table for the entire ten-year term of the option and
     subtracting from that result the aggregate option exercise price. The 5%
     and 10% assumed annual rates of stock appreciation are mandated by the
     rules of the SEC and do not reflect our estimate or projection of future
     stock price growth.
    
 
(2)  These options were issued under our 1995 Management Stock Option Plan and
     our 1999 Equity Incentive Plan. Vesting and exercise terms are as follows:
     (a) the options granted in April 2000 vest monthly over a 30-month period
     and (b) the options granted in August 2000 vest monthly over a 24- or
     36-month period.
 
(3)  Based on an aggregate of 2,323,769 shares subject to options granted to our
     employees (not counting grants to non-employees) in the year ended December
     31, 2000, including options granted to the named executive officers.
 
(4)  Options were granted at an exercise price equal to the fair market value of
     our common stock, as determined by the Board of Directors at the date of
     the grant.
 
AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
  VALUES
 
The following table sets forth for each of the named executive officers the
shares acquired and the value realized on each exercise of stock options during
the year ended December 31, 2000 and number
 
                                       53

<PAGE>
and value of securities underlying unexercised options held by the named
executive officers at December 31, 2000.
 

<TABLE>
<CAPTION>
                                                            NUMBER OF SECURITIES
                                                           UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                                    SHARES                       OPTIONS AT              IN-THE-MONEY OPTIONS AT
                                   ACQUIRED                 DECEMBER 31, 2000(1)         DECEMBER 31, 2000(1)(2)
                                      ON       VALUE     ---------------------------   ---------------------------
NAME                               EXERCISE   REALIZED   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                               --------   --------   -----------   -------------   -----------   -------------
<S>                                <C>        <C>        <C>           <C>             <C>           <C>
Sheldon D. Asher.................  531,941    $665,536     250,986(3)           --     $  (499,484)      $ --
 
Randall A. Lipps.................  155,988      20,512     354,447              --      (2,177,018)        --
 
S. Michael Hanna.................  105,178          --      82,318              --        (592,690)        --
 
John D. Higham...................   20,249      45,670      99,218              --        (483,059)        --
 
Robert Y. Newell, IV.............       --          --     126,563              --        (556,875)        --
</TABLE>

 
------------------------
 
(1)  Some of the shares are immediately exercisable; however, the shares
     purchasable under such options are subject to repurchase by us at the
     original exercise price paid per share upon the optionee's cessation of
     service prior to the vesting of such shares. The shares listed as
     exercisable are those shares which are unexercised for which we no longer
     have a right of repurchase if the option is exercised by the holder;
     similarly, the shares listed as unexercisable include those shares over
     which we have a right of repurchase if the option is exercised by the
     holder.
 
(2)  Based on the fair market value of our common stock at year ended December
     31, 2000 ($3.20 per share, as determined by our Board of Directors), less
     the exercise price payable for such shares.
 
(3)  Diane Snedden, Mr. Asher's ex-wife, has the right to receive 128,165 shares
     upon the exercise of vested options pursuant to a divorce agreement and any
     and all proceeds from the sale thereof.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
Our Compensation Committee consists of Mr. Dotzler, Dr. Dunn and Mr. Younger.
None of these individuals is or has been an officer or employee of Omnicell. No
member of the Compensation Committee serves as a member of our board of
directors or compensation committee of any entity that has one or more executive
officers serving as a member of our Board of Directors.
 
STOCK PLANS
 
1992 EQUITY INCENTIVE PLAN AND 1995 MANAGEMENT STOCK OPTION PLAN
 
Our 1992 Equity Incentive Plan and 1995 Management Stock Option Plan
(collectively, the Incentive Plans) were adopted by our Board of Directors in
October 1992 and December 1995, respectively. There are currently 3,604,556
shares of common stock authorized for issuance under the Incentive Plans.
 
The Incentive Plans provide for the grant of incentive stock options under the
Internal Revenue Code of 1986, as amended (the Code), to employees and
nonstatutory stock options, restricted stock purchase awards and stock bonuses
to employees, directors and consultants. The Incentive Plans are administered by
our Board of Directors or a committee appointed by the Board of Directors that
determines recipients and types of awards to be granted, including the exercise
price, number of shares subject to the award and the exercisability thereof.
 
The term of stock options granted under the Incentive Plans generally may not
exceed 10 years. The exercise price of options granted under the Incentive Plans
are determined by our Board of Directors, provided that the exercise price for
an incentive stock option cannot be less than 100% of the fair market value of
our common stock on the date of the option grant and the exercise price for a
nonstatutory stock option cannot be less than 85% of the fair market value of
our common stock on the date of option grant. Options granted under the
Incentive Plans vest at the rate specified in the applicable option agreement.
No incentive stock option may be transferred by the optionee other than
 
                                       54

<PAGE>
by will, beneficiary designation or the laws of descent or distribution or, in
certain limited instances, pursuant to a qualified domestic relations order. Our
Board of Directors may grant a nonstatutory stock option that is transferable.
An optionee whose relationship with us or any related corporation ceases for any
reason, other than by death or permanent and total disability, may exercise
options in the three-month period following such cessation, unless such options
terminate or expire sooner or later by their terms. Options may be exercised for
up to twelve months after an optionee's relationship with us and our affiliates
ceases due to death or disability, unless such options expire sooner or later by
their terms.
 
No incentive stock option may be granted to any person who, at the time of the
grant, owns, or is deemed to own, stock possessing more than 10% of the total
combined voting power of Omnicell or any of our affiliates, unless the option
exercise price is at least 110% of the fair market value of the stock subject to
the option on the date of grant and the term of the option does not exceed five
years from the date of grant. The aggregate fair market value, determined at the
time of grant, of the shares of common stock with respect to which incentive
stock options are exercisable for the first time by an optionee and its
affiliates during any calendar year under all of our plans may not exceed
$100,000.
 
Shares subject to options that have expired or otherwise terminated without
having been exercised in full, or vested in the case of restricted stock awards,
will again become available for the grant of awards under the Incentive Plans.
 
Our Board of Directors has the authority to reprice outstanding options and to
offer optionees the opportunity to replace outstanding options with new options
for the same or a different number of shares.
 
We may grant restricted stock awards under the Incentive Plans that are subject
to a repurchase option by us in accordance with a vesting schedule and at a
price determined by our Board of Directors. Restricted stock purchases must be
at a price equal to at least 85% of the stock's fair market value on the award
date, but stock bonuses may be awarded in consideration of past services without
a purchase payment. Rights under a stock bonus or restricted stock purchase
agreement may not be transferred other than by will, the laws of descent and
distribution or a qualified domestic relations order while the stock awarded
pursuant to such an agreement remains subject to the agreement.
 
Under certain changes in control of Omnicell including a dissolution,
liquidation or sale of substantially all of our assets, a merger or
consolidation in which we are not the surviving corporation, or a reverse merger
in which we are the surviving corporation but the shares of common stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether securities, cash or otherwise, then to the
extent permitted by applicable law, any surviving corporation will assume any
stock awards, including stock options, outstanding under the Incentive Plans or
substitute similar stock awards, or such stock awards under the Incentive Plans
will continue in full force and effect. In the event any surviving corporation
refuses to assume or continue such stock awards, or to substitute similar stock
awards for those outstanding under the Incentive Plans, then the stock awards
held by participants whose service with us or the surviving corporation has not
terminated shall become fully vested and exercisable prior to the change in
control and any such stock awards are not exercised prior to the change in
control will terminate thereafter.
 
   
As of June 30, 2001, 1,795,111 shares of common stock had been issued upon the
exercise of options granted under the Incentive Plans, options to purchase
1,803,016 shares of common stock were outstanding at a weighted average exercise
price of $3.79 per share and 6,428 shares of common stock remained available for
future grant. The 1992 Equity Incentive Plan and the 1995 Management Stock
Option Plan will terminate in October 2002 and December 2005, respectively,
unless sooner terminated by our Board of Directors.
    
 
                                       55

<PAGE>
1997 EMPLOYEE STOCK PURCHASE PLAN
 
In March 1997, our Board of Directors approved the 1997 Employee Stock Purchase
Plan which was amended in September 1999 and in April 2000. The 1997 plan is
intended to qualify as an employee stock purchase plan within the meaning of
that term in Section 423 of the Code. Under the 1997 plan, our Board of
Directors may authorize participation by eligible employees, including officers,
in periodic offerings following the adoption of the 1997 plan. The offering
period for any offering will be no more than 27 months.
 
The 1997 plan, as amended in September 1999 and April 2000, authorizes the
issuance of 468,750 shares of common stock under the 1997 plan which amount is
increased each January 1 by the lesser of 312,500 or 1.5% of the number of
shares of common stock outstanding each January 1 beginning January 1, 2001 and
ending January 1, 2007. However, our Board of Directors has the authority to
designate a smaller number of shares by which the authorized number of shares of
common stock will be increased on each January 1.
 
Employees are eligible to participate if they are employed by Omnicell or an
affiliate of Omnicell designated by our Board of Directors and are regularly
employed at least 20 hours per week and five months per year. Employees who
participate in an offering can have up to 15% of their earnings withheld
pursuant to the 1997 plan and applied, on specified dates determined by the
Board of Directors, to the purchase of shares of common stock. The price of
common stock purchased under the 1997 plan will be equal to 85% of the lower of
the fair market value of the common stock on the commencement date of each
offering period or the relevant purchase date. Employees may end their
participation in the offering at any time during the offering period, and
participation ends automatically on termination of employment with Omnicell.
 
In the event of certain changes of control of Omnicell, our Board of Directors
has discretion to provide that each right to purchase common stock will be
assumed or an equivalent right substituted by the successor corporation, or our
Board of Directors may shorten the offering period and provide for all sums
collected by payroll deductions to be applied to purchase stock immediately
prior to the change in control. The 1997 plan will terminate when all shares
reserved for issuance under the 1997 plan have been issued or sooner at the the
discretion of our Board of Directors.
 
   
As of June 30, 2001, we had issued 470,271 shares of common stock under the 1997
plan and 44,680 shares remain available for future issuance.
    
 
1999 EQUITY INCENTIVE PLAN
 
Our 1999 Equity Incentive Plan was adopted by our Board of Directors in
September 1999 and amended in April 2000. The 1999 plan was established to
replace the Incentive Plans. The 1999 plan will terminate in September 2009,
unless sooner terminated by our Board of Directors.
 
The 1999 plan provides for the grant of incentive stock options under Code
Section 422 to employees, including officers and employee-directors, and
nonstatutory stock options, restricted stock purchase awards and stock bonuses
to employees, directors and consultants. The 1999 plan is administered by our
Board of Directors or a committee appointed by the Board that determines
recipients and the terms and types of awards to be granted, including the
exercise price, number of shares subject to the award and the exercisability
thereof.
 
Stock option grants under the 1999 plan are made pursuant to an option
agreement. The term of stock options granted under the 1999 plan generally may
not exceed 10 years. The exercise price of options granted under the 1999 plan
is determined by our Board of Directors, provided that the exercise price for an
incentive stock option cannot be less than 100% of the fair market value of the
common stock on the date of the option grant and the exercise price for a
nonstatutory stock option cannot be less than 85% of the fair market value of
the common stock on the date of the option grant.
 
                                       56

<PAGE>
Options granted under the 1999 plan vest at the rate specified in the option
agreement. No incentive stock options may be transferred by the optionee other
than by will, beneficiary designation or the laws of descent and distribution
or, in certain limited instances, pursuant to a qualified domestic relations
order. Our Board of Directors may grant a nonstatutory stock option that is
transferable. An optionee whose relationship with us or our affiliates ceases
for any reason may exercise options in the three-month period following such
cessation, unless such options terminate or expire sooner or later by their
terms. Unless the options expire sooner or later by their terms, options may be
exercised for up to twelve months after an optionee's relationship with us and
our affiliates ceases due to disability and for up to 18 months after an
optionee's relationship with us and our affiliates ceases due to death.
 
No incentive stock options may be granted to any person who, at the time of the
grant, owns, or is deemed to own, stock possessing more than 10% of the total
combined voting power of us or of our affiliates, unless the option exercise
price is at least 110% of the fair market value of the stock subject to the
option on the date of the grant, and the term of the option does not exceed five
years from the date of the grant. The aggregate fair market value, determined at
the time of the grant, of the shares of common stock with respect to which
incentive stock options are exercisable for the first time by an optionee during
any calendar year, under all such plans of ours and our affiliates, may not
exceed $100,000.
 
Under the 1999 plan, 3,125,000 shares of common stock are authorized for
issuance. Each January 1, beginning January 1, 2001 and ending on January 1,
2009, the number of shares of common stock authorized for issuance under the
1999 plan will be increased on each January 1 by the lesser of (i) 1,875,000
shares, or (ii) 5.5% of the number of shares of common stock outstanding on that
date. However, our Board of Directors has the authority to designate a smaller
number of shares by which the authorized number of shares of common stock will
be increased on each January 1.
 
Shares subject to stock awards that have expired or otherwise terminated without
having been exercised in full, or vested in the case of restricted stock awards,
shall again become available for the grant of awards under the 1999 plan. Shares
subject to stock awards issued under the 1999 plan that have expired or
otherwise terminated without having been exercised in full, or vested in the
case of restricted stock awards, shall also become available for the grant of
awards under the 1999 plan. Shares issued under the 1999 plan may be previously
unissued shares or reacquired shares bought on the market or otherwise.
 
Restricted stock purchase awards granted under the 1999 plan may be granted
pursuant to a repurchase option in our favor in accordance with a vesting
schedule and at a price determined by our Board of Directors. Restricted stock
purchases must be at a price equal to 85% of the stock's fair market value on
the award date, but stock bonuses may be awarded in consideration of past
services without a purchase payment. Rights under a stock bonus or restricted
stock purchase agreement may not be transferred other than by will, the laws of
descent and distribution or a qualified domestic relations order while the stock
awarded pursuant to such an agreement remains subject to the agreement.
 
Under certain changes in control of Omnicell including a dissolution,
liquidation or sale of substantially all of our assets, a merger or
consolidation in which we are not the surviving corporation, or a reverse merger
in which we are the surviving corporation but the shares of common stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether securities, cash or otherwise, then to the
extent permitted by applicable law, any surviving corporation will assume any
stock awards, including stock options, outstanding under the 1999 plan or
substitute similar stock awards, or such stock awards under the 1999 plan will
continue in full force and effect. In the event any surviving corporation
refuses to assume or continue such stock awards, or to substitute similar stock
awards for those outstanding under the 1999 plan, then the stock awards held by
participants whose service with us or the surviving corporation has not
terminated shall become fully
 
                                       57

<PAGE>
vested and exercisable prior to the change in control and any such stock awards
that are not exercised prior to the change in control will terminate thereafter.
 
   
As of June 30, 2001, 151,692 shares of common stock had been issued upon
exercise of options granted under the 1999 plan. Options to purchase
1,930,981 shares of common stock were outstanding at a weighted average exercise
price of $4.46 per share and 988,426 shares of common stock remained available
for future grant. The 1999 plan will terminate in September 2009, unless sooner
terminated by our Board of Directors.
    
 
NON-EMPLOYEE DIRECTOR STOCK OPTION GRANTS
 
The 1999 plan provides for automatic stock option grants to non-employee
directors on our Board of Directors. After the offering, each person who is not
an employee of Omnicell who is elected or appointed to our Board of Directors
will be granted an initial grant on the date of his or her election or
appointment to purchase 25,000 shares of our common stock at the fair market
value of our common stock on that grant date. On the date of the offering,
non-employee directors of our Board who have not previously been granted options
to purchase our common stock will receive an initial stock option grant as if he
or she were first elected or appointed to our Board of Directors after the
offering. The non-employee directors become vested in each initial stock option
grant 1/36 after each month of service on our Board of Directors from the stock
option grant date so that the directors will become vested fully after
36 months of service on our Board of Directors after the grant.
 
After the offering, each person who is a non-employee director on the day after
each annual stockholders' meeting, shall, on that date, be granted an annual
stock option grant to purchase 6,250 shares of our common stock at the fair
market value of our common stock on that grant date. The non-employee directors
become vested in each annual stock option grant 1/12 after each month of service
on our Board from the stock option grant date so that the directors will become
vested fully after 12 months of service on our Board of Directors after the
grant.
 
The non-employee director stock options will have a maximum term of ten years
and generally must be exercised prior to the earliest of 18 months following the
death of the non-employee directors, 12 months from the termination of service
on our Board of Directors by the non-employee director due to a disability,
three months from the termination of the service of non-employee director for
any other reason, or the expiration of the original term of the stock options.
The stock options shall not be transferable except as otherwise provided in a
stock option agreement to the extent permitted by federal securities laws and
regulations. If there is a change of control as described above, the directors
will become fully vested in their unvested portion of their stock options and
the options will be exercisable for a period of the shorter of twelve months
following the termination of their service on our Board of Directors or the
original term of the stock options.
 
401(k) PLAN
 
In October 1993, we adopted a tax-qualified employee savings plan under
Section 401(k) of the Code covering our employees. Pursuant to the 401(k) plan,
eligible employees may elect to reduce their current compensation by up to the
lesser of 15% of their annual compensation or the statutorily prescribed annual
limit and have the amount of such reduction contributed to the 401(k) plan. In
addition, eligible employees may make rollover contributions to the 401(k) plan
from a tax-qualified retirement plan. The 401(k) plan is intended to qualify
under Section 401(a) of the Code, so that contributions by employees or us to
the 401(k) plan, and income earned on the 401(k) plan contributions, are not
taxable to employees until withdrawn from the 401(k) plan, and so that
contributions by us, if any, will be deductible by us when made. We do not
presently intend to make any matching or discretionary contributions.
 
                                       58

<PAGE>
EMPLOYMENT ARRANGEMENTS
 
In December 1993, we entered into an employment agreement with Mr. Asher whereby
Mr. Asher agreed to serve as our President and Chief Executive Officer. The
agreement provides Mr. Asher with an annual base salary of at least $200,000, a
performance bonus of at least $50,000 and $1,000,000 of term life insurance, the
owner and beneficiary of which are to be designated by Mr. Asher. Pursuant to
Mr. Asher's employment agreement, he receives a cash bonus of $12,500 following
each of the first three quarters of a given calendar year, and an annual bonus
after the close of the fourth quarter of that calendar year. Mr. Asher's annual
bonus is based on Omnicell achieving certain business and financial goals and
Mr. Asher achieving certain individual objectives, all of which are determined
by the executive management team and approved by the Board of Directors. In the
event of termination without cause, Mr. Asher will be entitled to receive the
base salary amount then in effect plus $50,000 for one year following the date
of termination.
 
In February 1998 and in February 2000, our Board of Directors approved the
acceleration, under certain circumstances, of all prior stock options granted to
each officer under our equity incentive plans. Under this arrangement, the
unvested portion of each officer's stock options under our equity incentive
plans becomes fully-vested and exercisable if we are acquired and the officer is
terminated without cause, the principal place of performance of the officer's
responsibilities and duties is changed, or there is a material reduction in the
officer's responsibilities and duties.
 
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF LIABILITY
 
Section 145 of the Delaware General Corporation Law authorizes a court to award,
or a corporation's board of directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities, including reimbursement for expenses
incurred, arising under the Securities Act.
 
As permitted by Delaware law, our Certificate of Incorporation, which will
become effective upon the closing of this offering, includes a provision that
eliminates the personal liability of our directors for monetary damages for
breach of fiduciary duty as a director, except for liability:
 
    - for any breach of the director's duty of loyalty to us or our
      stockholders;
 
    - for acts or omissions not in good faith or that involve intentional
      misconduct or a knowing violation of law;
 
    - under Section 174 of the Delaware law regarding unlawful dividends and
      stock purchases; or
 
    - for any transaction from which the director derived an improper personal
      benefit.
 
As permitted by Delaware law, our Certificate of Incorporation and/or our
Bylaws, which will become effective upon the closing of this offering, provide
that:
 
    - we are required to indemnify our directors and officers to the fullest
      extent permitted by Delaware law, so long as such person acted in good
      faith and in a manner the person reasonably believed to be in or not
      opposed to the best interests of Omnicell, and with respect to any
      criminal action or proceeding, had no reasonable cause to believe the
      person's conduct was unlawful;
 
    - we are permitted to indemnify our other employees to the extent that we
      indemnify our officers and directors, unless otherwise required by law,
      our Certificate of Incorporation, our Bylaws or agreements;
 
    - we are required to advance expenses, as incurred, to our directors and
      officers in connection with a legal proceeding to the fullest extent
      permitted by Delaware law, subject to certain very limited exceptions; and
 
    - the rights conferred in our Bylaws are not exclusive.
 
                                       59

<PAGE>
Prior to the closing of this offering, we intend to enter into indemnity
agreements with each of our current directors and officers to give such
directors and officers additional contractual assurances regarding the scope of
the indemnification set forth in our Certificate of Incorporation and our Bylaws
and to provide additional procedural protections. At present, there is no
pending litigation or proceeding involving any of our directors, officers or
employees regarding which indemnification is sought, nor are we aware of any
threatened litigation that may result in claims for indemnification.
 
                                       60

<PAGE>

                           RELATED PARTY TRANSACTIONS
 
Pursuant to his employment agreement, in December 1993, we loaned Mr. Asher an
aggregate of $200,000 with an interest rate of 4% per year for the purchase of
92,165 shares of Series D Preferred Stock. The purchase price of $2.17 per share
was equal to the fair market value of the shares at the time of the sale. Twenty
percent of this loan matured each year beginning on January 1, 1995 and was
forgiven at such time so long as Mr. Asher remained employed by us. This loan
has been completely forgiven.
 
Pursuant to the Series E Preferred Stock Purchase Agreements dated December 22,
1993, the purchasers therein agreed to vote their shares to elect to our Board
of Directors a designated representative of Medicus Venture Partners 1993.
Medicus' right to elect a representative to our Board of Directors expires
following the completion of this offering. Mr. Dotzler has been the designated
representative thereunder.
 
We entered into a Stock Purchase Agreement with Sun Healthcare, dated June 7,
1996, for 1,802,000 shares of Series I Preferred Stock. In July 1996, the
non-voting Series I Preferred Stock was converted into voting Series J Preferred
Stock on a one-for-one basis.
 
In the years ended December 31, 1998, 1999 and 2000, we recorded revenues of
$9.9 million, $5.1 million and $1.9 million, from sales to Sun Healthcare,
representing approximately 20.5%, 9.3% and 2.7% of our revenues, respectively,
for the year. Sun Healthcare earned a cash rebate of $0.4 million for purchases
made from us during the year ended December 31, 1998.
 
In January 1999, Sun Healthcare exercised its right to have us redeem all of its
Series J Preferred Stock on a quarterly basis over the succeeding ten quarters.
During 1999 and 2000, we redeemed 1,081,200 shares of Series J Preferred Stock
at an approximate price per share of $14.03 for an aggregate redemption amount
of approximately $15.2 million. In addition, we paid Sun Healthcare accrued
interest on the Series J Preferred Stock of approximately $2.7 million. These
redemptions and interest payments were paid for with cash of $11.6 million and
the balance was paid for by offsetting Sun Healthcare's outstanding accounts
receivable balances of $6.3 million. We were not obligated to make the four
quarterly redemption payments of $2.5 million each that otherwise would have
been due in September 2000, December 2000, March 2001 and June 2001 because we
did not meet certain balance sheet tests under California law. Upon the closing
of this offering, we intend to make such redemption payments.
 
Pursuant to the terms of the Series K Stock Purchase Agreement, dated January
20, 2000, we agreed to nominate and use our best efforts to elect the designated
representative of ABS Capital Partners to our Board of Directors. ABS's right to
elect a representative to our Board of Directors expires following the
completion of this offering. Mr. Stobo is the current designated representative
of ABS Capital Partners.
 
In April, May, August, September, October and November 2000, we made loans to
the following executive officers to exercise stock options:
 

<TABLE>
<CAPTION>
NAME                                                           AMOUNT            DUE DATE
----                                                        -------------   ------------------
<S>                                                         <C>             <C>
Sheldon D. Asher..........................................  $2,006,879.50      August 28, 2003
Sheldon D. Asher..........................................      57,195.18      August 28, 2003
Sheldon D. Asher..........................................     258,097.50    September 6, 2003
Randall A. Lipps..........................................      30,768.00   September 30, 2003
Randall A. Lipps..........................................     260,697.50   September 30, 2003
S. Michael Hanna..........................................     399,997.00          May 4, 2003
S. Michael Hanna..........................................     133,437.50     October 10, 2003
John D. Higham............................................      30,000.00     October 10, 2003
</TABLE>

 
                                       61

<PAGE>
The loans totaled $3,177,072 for the exercise of stock options to purchase
808,110 shares of our common stock at an average exercise price of $3.93 per
share. Each loan was made under a promissory note secured by the pledge of
shares of our common stock acquired upon exercise of stock options. The notes
bear interest at 6.20% and 6.71% per year.
 
                                       62

<PAGE>
                             PRINCIPAL STOCKHOLDERS
 
   
The following table sets forth certain information with respect to the
beneficial ownership of our outstanding common stock as of June 30, 2001, and as
adjusted to reflect the sale of the shares of common stock offered hereby: (1)
by each person or entity who is known by us to own beneficially more than 5% of
the common stock; (2) by each of our directors; (3) by our Chief Executive
Officer, (4) by our other named executive officers, and (5) by all of our
directors and executive officers as a group. The table assumes the conversion of
all outstanding preferred stock into common stock upon the completion of this
offering. Except as otherwise noted, the stockholders named in the table have
sole voting and investment power with respect to all shares of common stock
shown as beneficially owned by them, subject to applicable community property
laws. Unless otherwise indicated in the table, the address of each stockholder
identified in the table is 1101 East Meadow Drive, Palo Alto, California 94303.
    
 
   

<TABLE>
<CAPTION>
                                                                              SHARES ISSUABLE
                                                                                PURSUANT TO           PERCENT
                                                                                  OPTIONS          BENEFICIALLY
                                                           SHARES OMNICELL      EXERCISABLE          OWNED(1)
                                              SHARES       MAY REPURCHASE     WITHIN 60 DAYS    -------------------
                                           BENEFICIALLY   WITHIN 60 DAYS OF     OF JUNE 30,      BEFORE     AFTER
NAME OF BENEFICIAL OWNER                      OWNED         JUNE 30, 2001          2001         OFFERING   OFFERING
------------------------                   ------------   -----------------   ---------------   --------   --------
<S>                                        <C>            <C>                 <C>               <C>        <C>
Entities affiliated with Sutter Hill
 Ventures(2).............................   2,614,314            3,385               4,687        17.8       12.7
  755 Page Mill Road, Suite A-200
  Palo Alto, CA 94306
ABS Capital Partners III, L.P.(3)........   1,996,630               --              23,437        13.7        9.8
  505 Sansome Street, Suite 1550
  San Francisco, CA 94111
Medicus Venture Partners(4)..............   1,060,946               --              14,062         7.3        5.2
  12930 Saratoga Avenue, Suite D8
  Saratoga, CA 95070
Nassau Capital Partners L.P.(5)..........     998,399               --              14,063         6.9        4.9
  22 Chambers Street
  Princeton, NJ 08542
FFT Partners II, L.P.(6).................     998,315               --                  --         6.8        4.8
  10 Glenville Street
  Greenwich, CT 06831
William H. Younger, Jr.(2)...............   2,614,314            3,385               4,687        17.8       12.7
John D. Stobo, Jr.(3)....................   1,996,630               --              23,437        13.7        9.8
Randall A. Lipps(7)......................     773,176           80,023             354,447         7.5        5.3
Frederick J. Dotzler(4)..................   1,060,946               --              14,062         7.3        5.2
Sheldon D. Asher(8)......................     707,005           83,376             250,986         6.4        4.6
Christopher J. Dunn, M.D.................      38,604               --              20,833           *          *
Gordon V. Clemons........................           0               --              23,437           *          *
Kevin L. Roberg..........................           0               --              23,437           *          *
Benjamin A. Horowitz.....................           0               --              32,812           *          *
John D. Higham(9)........................     167,961            8,751              99,218         1.8        1.3
S. Michael Hanna.........................     113,485           38,363              82,320         1.3          *
Robert Y. Newell, IV(10).................      30,583               --             126,562         1.1          *
All directors and executive officers as a
 group (12 persons)......................   7,502,703          213,898           1,056,238        54.4       39.4
</TABLE>

    
 
------------------------------
 
*   Represents beneficial ownership of less than 1.0%.
 
                                       63

<PAGE>
   
(1)  Applicable percentage ownership is based on 14,678,920 shares of common
     stock outstanding as of June 30, 2001. Beneficial ownership is determined
    in accordance with the rules of the SEC, based on factors including voting
    and investment power with respect to shares, subject to the applicable
    community property laws. Shares of common stock subject to options or
    warrants currently exercisable, or exercisable within 60 days after May 31,
    2001, are deemed outstanding for the purpose of computing the percentage
    ownership of the person holding such options or warrants, but are not deemed
    outstanding for computing the percentage ownership of any other person.
    
 
   
(2)  Includes 1,211,758 shares of common stock owned by Sutter Hill Ventures, A
     California Limited Partnership (Sutter Hill); 314,404 shares of common
    stock owned by Mr. Younger, a member of our Board of Directors and a
    managing director of Sutter Hill Ventures LLC, the general partner of Sutter
    Hill; 631,237 shares owned by the four other managing directors and one
    other director of Sutter Hill Ventures LLC, a retirement trust of one of the
    managing directors of Sutter Hill LLC, and family partnerships associated
    with the managing directors of Sutter Hill LLC; and 456,915 shares owned by
    other entities and individuals associated with Sutter Hill Ventures. Mr.
    Younger and the other managing directors of Sutter Hill Ventures LLC
    disclaim beneficial ownership in the shares listed above except as to their
    individual pecuniary interest therein.
    
 
   
(3)  Includes 1,996,630 shares of common stock held by ABS Capital Partners III,
     L.P. Mr. Stobo, a member of our Board of Directors, is a managing member of
    ABS Partners III, LLC, the general partner of ABS Capital Partners III, L.P.
    Mr. Stobo disclaims beneficial ownership of such shares held by ABS Capital
    Partners except to the extent of his pecuniary interest therein.
    
 
   
(4)  Consists of 13,311 shares of common stock held by Mr. Dotzler, 592,176
     shares of common stock held by Medicus Venture Partners 1993, L.P.; 356,138
    shares of common stock held by Medicus Venture Partners 1994, L.P.; and
    99,320 shares of common stock held by Medicus Venture Partners 1995, L.P.
    (the Medicus Entities). Medicus Management Partners and a limited
    partnership affiliated with The Hillman Company are the general partners of
    each of the Medicus Entities. Mr. Dotzler, a member of our Board of
    Directors, and John Reher are general partners of Medicus Management
    Partners. The Hillman Company is controlled by Henry L. Hillman, Elsie
    Hilliard Hillman and C. G. Grefenstette, Trustees of the Henry L. Hillman
    Trust U/A dated November 18, 1985. The trustees share the power to vote and
    dispose of shares representing a majority of the voting shares of the
    Hillman Company. Mr. Dotzler disclaims beneficial ownership of such shares
    held by the Medicus Entities, except to the extent of his pecuniary interest
    therein.
    
 
   
(5)  Includes 992,279 shares of common stock held by Nassau Capital Partners
     L.P. and 6,120 shares of common stock held by NAS Partners I L.L.C.
    Messrs. Randall A. Hack and John G. Quigley have voting and dispositive
    powers with respect to these shares and each disclaims beneficial ownership
    of such shares except to the extent of his respective pecuniary interest in
    such entities.
    
 
   
(6)  Mr. Carlos A. Ferrer has voting and dispositive power with respect to these
     shares, and he disclaims beneficial ownership of such shares except to the
    extent of his respective pecuniary interest in FFT Partners II, L.P.
    
 
   
(7)  Includes an aggregate of 95,000 shares held in trusts, of which Mr. Lipps
     is a trustee, for the benefit of Mr. Lipps' minor children.
    
 
(8)  Includes 651,260 shares held by the Sheldon D. Asher Trust, dated August
     31, 1998. Diane Snedden, Mr. Asher's ex-wife, has the right to receive
    128,165 shares upon the exercise of vested options pursuant to a divorce
    agreement. Mr. Asher disclaims beneficial ownership of these shares. Also
    includes 25,000 shares held by the Asher Family Special Trust, dated
    November 25, 1991, FBO Rachel A. Asher, Mr. Asher's minor child, 25,000
    shares held by the Asher Family Special Trust, dated November 25, 1991, FBO
    Emily R. Asher, Mr. Asher's minor child, for both of which Diane Snedden is
    Trustee, 688 shares held by Bernard Asher, custodian for Emily Rose Asher
    under IL Uniform Trust to Minors Act, and 688 shares held by Bernard Asher,
    custodian for Rachel Ann Asher under IL Uniform Trust to Minors Act. Bernard
    Asher is Mr. Asher's brother. Mr. Asher disclaims beneficial ownership of
    these shares.
 
(9)  Includes 138,620 shares held by the Higham-Bunker 1991 Family Trust, John
     D. Higham or Carol L. Bunker, Trustees; and 6,250 shares held by John D.
    Higham or Carol L. Bunker, Guardians of Christina L. Higham.
 
   
(10) Includes 3,125 shares held by Matthew Newell and 1,001 shares held by David
     Newell, Mr. Newell's sons. Mr. Newell disclaims beneficial ownership of
    these shares.
    
 
                                       64

<PAGE>

                          DESCRIPTION OF CAPITAL STOCK
 
GENERAL
 
   
Upon the closing of this offering, we will be authorized to issue 50,000,000
shares of common stock, $.001 par value, and 5,000,000 shares of undesignated
preferred stock, $.001 par value. As of June 30, 2001, there were 14,678,920
shares of common stock outstanding held of record by approximately 580
stockholders, treating all outstanding preferred stock, other than 720,800
shares of our Series J Preferred Stock, on an as converted basis.
    
 
COMMON STOCK
 
The issued and outstanding shares of common stock are, and the shares of common
stock being offered by us hereby will be upon payment therefor, validly issued,
fully paid and nonassessable. Subject to the prior rights of the holders of any
preferred stock, the holders of outstanding shares of common stock are entitled
to receive dividends out of assets legally available therefor at such times and
in such amounts as the Board of Directors may from time to time determine. The
shares of common stock are neither redeemable nor convertible and the holders
thereof have no preemptive or subscription rights to purchase any of our
securities. Upon liquidation, dissolution or winding up of Omnicell, the holders
of common stock are entitled to receive pro rata our assets which are legally
available for distribution, after payment of all debts and other liabilities and
subject to the prior rights of any holders of any preferred stock then
outstanding. Each outstanding share of common stock is entitled to one vote on
all matters submitted to a vote of stockholders and has cumulative voting rights
with respect to the election of directors.
 
WARRANTS
 
   
As of June 30, 2001, there were outstanding warrants to purchase an aggregate of
11,521 shares of common stock at an exercise price of $1.74 per share, an
aggregate of 14,246 shares of common stock at an exercise price of $9.84 per
share, an aggregate of 44,373 shares of common stock at an exercise price of
$5.88 per share, and an aggregate of 33,276 shares of common stock at an
exercise price of $4.70. Warrants to purchase an aggregate of 61,830 shares of
common stock expire three years from the effective date of this offering, an
aggregate of 8,310 shares of common stock expire on July 7, 2005 and an
aggregate of 33,276 shares of common stock expire on December 31, 2005.
    
 
PREFERRED STOCK
 
Upon the closing of this offering, (i) all outstanding shares of convertible
preferred stock (except the Series J Preferred Stock) will be converted into
shares of common stock, provided that the price per share to the public is not
less than $8.00 and the aggregate price to the public is not less than
$25,000,000, in each case prior to the deduction of underwriter commissions and
offering expenses and (ii) 720,800 shares of Series J Preferred Stock will be
redeemed. Outstanding shares of the Series J Preferred Stock are currently being
redeemed at $14.03274 per share on a quarterly basis spread out in ten equal
quarterly installments beginning on March 8, 1999. The first six payments have
been made. Since September 2000, the three quarterly redemption payments of
$2.5 million each that were due in September 2000, December 2000 and March 2001,
have not been made as we were not obligated to make them because we did not meet
certain balance sheet tests under California law. The unredeemed balance of the
Series J Preferred Stock accrues interest at 9.5% per year. Effective upon the
closing of this offering, we will be authorized to issue 5,000,000 shares of
undesignated preferred stock. The Board of Directors will have the authority to
issue the preferred stock in one or more series and to fix the price, rights,
preferences, privileges and restrictions thereof, including dividend rights,
dividend rates, conversion rights, voting rights, terms of redemption,
redemption prices, liquidation preferences and the number of shares constituting
a series or the designation of such series, without any further
 
                                       65

<PAGE>
vote or action by our stockholders. The issuance of preferred stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of delaying, deferring or
preventing a change in control of Omnicell without further action by the
stockholders and may adversely affect the market price of the common stock and
the voting and other rights of the holders of common stock. We have no current
plans to issue any shares of preferred stock.
 
REGISTRATION RIGHTS
 
   
The holders of approximately 11,375,458 shares of common stock, as of June 30,
2001, and their permitted transferees are entitled to certain rights with
respect to the registration of these shares under the Securities Act. Under the
terms of agreements between us and the holders, the holders of at least 40% of
these shares may require, on two occasions, that we use our best efforts to
register these shares for public resale. The holders of these shares may not
exercise this right until four months after the effective date of this offering.
In addition, if we propose to register any of our securities under the
Securities Act, either for our own account or for the account of other security
holders exercising registration rights, the holders are entitled to notice of
such registration and are entitled to include shares of such common stock
therein. The holders of these shares may also require us on no more than four
occasions to register all or a portion of these shares on Form S-3 under the
Securities Act when use of such form becomes available to us. All such
registration rights are subject to conditions and limitations, including the
right of the underwriters of an offering to limit the number of shares to be
included in such registration. If such holders, by exercising their demand
registration rights, cause a large number of securities to be registered and
sold in the public market, such sales could have an adverse effect on the market
price for our common stock. If we were to initiate a registration and include
shares held by such holders pursuant to the exercise of their piggyback
registration rights, such sales may have an adverse effect on our ability to
raise capital.
    
 
ANTI-TAKEOVER PROVISIONS
 
DELAWARE LAW
 
Upon the closing of this offering, we will be subject to the provisions of
Section 203 of the Delaware General Corporation Law. In general, the statute
prohibits a publicly held Delaware corporation from engaging in any business
combination with any interested stockholder for a period of three years
following the date that the stockholder became an interested stockholder unless:
 
    - prior to the date, the board of directors of the corporation approved
      either the business combination or the transaction that resulted in the
      stockholder becoming an interested stockholder;
 
    - upon consummation of the transaction that resulted in the stockholder's
      becoming an interested stockholder, the interested stockholder owned at
      least 85% of the voting stock of the corporation outstanding at the time
      the transaction commenced, excluding those shares owned by persons who are
      directors and also officers, and employee stock plans in which employee
      participants do not have the right to determine confidentially whether
      shares held subject to the plan will be tendered in a tender or exchange
      offer; or
 
    - on or subsequent to the date, the business combination is approved by the
      board of directors and authorized at an annual or special meeting of
      stockholders, and not by written consent, by the affirmative vote of at
      least two-thirds of the outstanding voting stock that is not owned by the
      interested stockholder.
 
Section 203 defines "business combination" to include:
 
    - any merger or consolidation involving the corporation and the interested
      stockholder;
 
                                       66

<PAGE>
    - any sale, transfer, pledge or other disposition involving the interested
      stockholder of 10% or more of the assets of the corporation;
 
    - subject to exceptions, any transaction that results in the issuance or
      transfer by the corporation of any stock of the corporation to the
      interested stockholder; or
 
    - the receipt by the interested stockholder of the benefit of any loans,
      advances, guarantees, pledges or other financial benefits provided by or
      through the corporation.
 
In general, Section 203 defines an interested stockholder as any entity or
person beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by the entity or person.
 
CHARTER AND BYLAW PROVISIONS
 
Our Certificate of Incorporation and Bylaws include a number of provisions that
may have the effect of deterring or impeding hostile takeovers or changes of
control or management. These provisions include:
 
    - our Board of Directors is classified into three classes of directors with
      staggered three-year terms;
 
    - the authority of our Board of Directors to issue up to 5,000,000 shares of
      preferred stock and to determine the price and the rights, preferences and
      privileges of these shares, without stockholder approval;
 
    - all stockholder action must be effected at a duly called meeting of
      stockholders and not by written consent; and
 
    - the elimination of cumulative voting.
 
Such provisions may have the effect of delaying or preventing a change of
control.
 
Our Certificate of Incorporation and Bylaws provide that we will indemnify
executive officers and directors against losses that they may incur in
investigations and legal proceedings resulting from their services to us, which
may include services in connection with takeover defense measures. Such
provisions may have the effect of preventing changes in our management.
 
OPTION ACCELERATION
 
In February 1998, February 2000 and March 2001 our Board of Directors approved
resolutions providing that the unvested portion of each officer's stock options
under our equity incentive plans becomes fully vested and exercisable if we are
acquired and the officer is thereafter terminated without cause, forced to
change the principal place of performance of the officer's responsibilities and
duties, or placed in a position with a material reduction in the officer's
responsibilities and duties.
 
TRANSFER AGENT AND REGISTRAR
 
The transfer agent and registrar for our common stock is Equiserve.
 
NATIONAL MARKET LISTING
 
We have applied for listing of our common stock on the Nasdaq National Market
under the symbol "OMCL."
 
                                       67

<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE
 
Prior to this offering, there has been no public market for our common stock.
Future sales of substantial amounts of our common stock in the public market
could adversely affect prevailing market prices from time to time. For a period
of 180 days or more following this offering substantial amounts of our common
stock will not be freely tradable due to contractual and legal restrictions as
described below. Sales of substantial amounts of our common stock in the public
market after these restrictions lapse could depress the prevailing market price
and limit our ability to raise equity capital in the future.
 
   
Upon the closing of this offering and based on shares outstanding as of
June 30, 2001, we will have an aggregate of 20,678,920 shares of common stock
outstanding, assuming no exercise of the underwriters' over-allotment option and
no exercise of outstanding options or warrants. Of the outstanding shares, the
shares sold in this offering will be freely tradable, except that any shares
held by our "affiliates", as that term is defined in Rule 144 promulgated under
the Securities Act, may only be sold in compliance with the limitations
described below. The remaining shares of common stock held by existing
stockholders will be deemed restricted securities as defined under Rule 144.
Restricted securities may be sold in the public market only if registered or if
they qualify for an exemption from registration under Rules 144, 144(k) or 701
promulgated under the Securities Act, which are summarized below. In accordance
with the lock-up agreements described below and subject to the provisions of
Rules 144, 144(k) and 701 and a right of repurchase in favor of us applicable to
some of our common stock, additional shares will be available for sale in the
public market at the following times:
    
 
   

<TABLE>
<CAPTION>
NUMBER OF SHARES                                    DATE
----------------        ------------------------------------------------------------
<C>                     <S>
      6,042,500         After the date of this prospectus
      5,052,820         180 days from the date of this prospectus
      9,583,600         At various times after 180 days from the date of this
                        prospectus
</TABLE>

    
 
   
In general, under Rule 144, as currently in effect, a person, or persons whose
shares are aggregated, including an affiliate, who has beneficially owned shares
for at least one year is entitled to sell, within any three-month period
commencing 90 days after the date of this prospectus, a number of shares that
does not exceed the greater of 1% of the then outstanding shares of common
stock, which will equal approximately 206,789 shares immediately after this
offering or the average weekly trading volume in the common stock during the
four calendar weeks preceding the date on which notice of such sale is filed,
subject to certain restrictions. In addition, a person who is not deemed to have
been an affiliate of ours at any time during the 90 days preceding a sale and
who has beneficially owned the shares proposed to be sold for at least two years
would be entitled to sell such shares under Rule 144(k) without regard to the
requirements described above. To the extent that shares were acquired from an
affiliate of ours, the person's holding period for the purpose of effecting a
sale under Rule 144 commences on the date of transfer from the affiliate.
    
 
Employees, officers, directors, advisors or consultants who purchased our common
stock pursuant to a written compensatory plan or contract are entitled to rely
on the resale provisions of Rule 701, which permits non-affiliates to sell their
Rule 701 shares without having to comply with the public information, holding
period, volume limitation or notice provisions of Rule 144 and permits
affiliates to sell their Rule 701 shares without having to comply with Rule
144's holding period restrictions, in each case commencing 90 days after we
become subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934.
 
LOCK-UP AGREEMENTS
 
   
Our directors, officers and stockholders who hold approximately 14,636,420
shares in the aggregate, have agreed that they will not offer, sell or agree to
sell, directly or indirectly, or otherwise dispose of
    
 
                                       68

<PAGE>
   
any shares of common stock without the prior written consent of
U.S. Bancorp Piper Jaffray for a period of 180 days from the date of this
prospectus. Please see "Underwriting."
    
 
We have agreed not to sell or otherwise dispose of any shares of common stock
during the 180-day period following the date of the prospectus, except we may
issue, and grant options to purchase, shares of common stock under the 1992
Equity Incentive Plan, the 1995 Management Stock Option Plan and the 1999 Equity
Incentive Plan. In addition, we may issue shares of common stock in connection
with any acquisition of another company if the terms of such issuance provide
that such common stock shall not be resold prior to the expiration of the
180-day period referenced in the preceding sentence.
 
REGISTRATION RIGHTS
 
Following this offering, some of our stockholders will have registration rights.
Please see "Description of Capital Stock--Registration Rights."
 
STOCK OPTIONS AND WARRANTS
 
   
Options to purchase an aggregate of 3,733,997 shares of our common stock are
outstanding as of June 30, 2001 under our 1992 Equity Incentive Plan, our 1995
Management Stock Option Plan and our 1999 Equity Incentive Plan. Following this
offering, we expect to register the shares underlying these options in a
registration statement that will automatically become effective upon filing.
Accordingly, subject to the exercise of such options, shares included in such
registration statement will be available for sale in the open market immediately
after the 180-day lock-up period expires.
    
 
   
In addition, 103,416 shares of common stock issuable upon the exercise of
warrants will be eligible for sale as restricted securities set forth above, one
year after the exercise of these warrants.
    
 
                                       69

<PAGE>

                                  UNDERWRITING
 
Subject to the terms and conditions of an underwriting agreement dated       ,
2001, the underwriters named below, who are represented by U.S. Bancorp Piper
Jaffray Inc., CIBC World Markets Corp., and SG Cowen Securities Corporation have
severally and not jointly agreed to purchase from us, the following respective
number of shares of our common stock at a public offering price less the
underwriting discounts and commissions set forth on the cover page of this
prospectus:
 

<TABLE>
<CAPTION>
                                                              NUMBER OF
UNDERWRITERS                                                   SHARES
------------                                                  ---------
<S>                                                           <C>
U.S. Bancorp Piper Jaffray Inc..............................
CIBC World Markets Corp.....................................
SG Cowen Securities Corporation.............................
                                                              ---------
        Total...............................................
                                                              =========
</TABLE>

 
The underwriting agreement provides that the obligations of the several
underwriters to purchase the shares of common stock offered hereby are subject
to certain conditions precedent and that the underwriters will purchase all
shares of the common stock offered hereby, other than those covered by the
over-allotment option described below, if any of these shares are purchased. In
addition, the underwriting agreement provides that, in the event of a default by
an underwriter, in certain circumstances the purchase commitments of
non-defaulting underwriters may be increased or the underwriting agreement may
be terminated.
 
The underwriters propose to offer the shares of common stock to the public at
the public offering price set forth on the cover page of this prospectus and to
dealers at a price that represents a concession not in excess of $
      per share under the public offering price. The underwriters may allow, and
these dealers may re-allow, a concession of not more than $               per
share to certain other dealers. After the initial public offering,
representatives of the underwriters may change the offering price and other
selling terms.
 
We have granted to the underwriters an option, exercisable not later than 30
days after the date of this prospectus, to purchase up to 900,000 additional
shares of common stock at the public offering price, less the underwriting
discounts set forth on the cover page of this prospectus. The underwriters may
exercise such option solely to cover over-allotments, if any, made in connection
with this offering. To the extent that the underwriters exercise this option,
each underwriter will become obligated, subject to conditions, to purchase
approximately the same percentage of additional shares of common stock as the
number of shares of common stock to be purchased by it in the above table bears
to the total number of shares of common stock offered hereby. We will be
obligated, pursuant to the option, to sell these additional shares of common
stock to the underwriters to the extent the option is exercised. If any
additional shares of common stock are purchased, the underwriters will offer the
additional shares on the same terms as those on which the other shares are being
offered.
 
The underwriting fee is equal to the public offering price per share of common
stock less the amount paid by the underwriters to us per share of common stock.
The underwriting fee is currently expected to be approximately   % of the
initial public offering price. We have agreed to pay the underwriters the
following fees, assuming either no exercise or full exercise by the underwriters
of the underwriters' over-allotment option:
 

<TABLE>
<CAPTION>
                                                                             TOTAL FEES
                                                            ---------------------------------------------
                                                             WITHOUT EXERCISE OF    WITH FULL EXERCISE OF
                                            FEE PER SHARE   OVER-ALLOTMENT OPTION   OVER-ALLOTMENT OPTION
                                            -------------   ---------------------   ---------------------
<S>                                         <C>             <C>                     <C>
Fees paid by Omnicell.....................      $                  $                       $
</TABLE>

 
                                       70

<PAGE>
In addition, we estimate that our share of the total expenses of this offering,
excluding underwriting discounts and commissions, will be approximately
$         .
 
We have agreed to indemnify the underwriters against some specified types of
liabilities, including liabilities under the Securities Act, and to contribute
to payments the underwriters may be required to make in respect of any of these
liabilities.
 
Each of our officers and directors, and substantially all of our stockholders
and holders of options and warrants to purchase our stock, have agreed not to
offer, sell, contract to sell or otherwise dispose of, or enter into any
transaction that is designed to, or could be expected to, result in the
disposition of any shares of our common stock or other securities convertible
into or exchangeable or exercisable for shares of our common stock or
derivatives of our common stock owned by these persons prior to this offering or
common stock issuable upon exercise of options or warrants held by these persons
for a period of 180 days after the effective date of the registration statement
of which this prospectus is a part without the prior written consent of U.S.
Bancorp Piper Jaffray. This consent may be given at any time without public
notice. We have entered into a similar agreement with the representatives of the
underwriters. There are no agreements between the representatives and any of our
stockholders or affiliates releasing them from these lock-up agreements prior to
the expiration of the 180-day period.
 
The representatives of the underwriters have advised us that the underwriters do
not intend to confirm sales to any account over which they exercise
discretionary authority.
 
In order to facilitate the offering of our common stock, the underwriters may
engage in transactions that stabilize, maintain or otherwise affect the market
price of our common stock. Specifically, the underwriters may make short sales
of our common stock and may purchase our common stock on the open market to
cover positions created by short sales. Short sales involve the sale by the
underwriters of a greater number of shares than they are required to purchase in
the offering. "Covered" short sales are sales made in an amount not greater than
the underwriters' over-allotment option to purchase additional shares in the
offering. The underwriters may close out any covered short position by either
exercising their over-allotment option or purchasing shares in the open market.
In determining the source of shares to close out the covered short position, the
underwriters will consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may
purchase shares through the over-allotment option. "Naked" short sales are sales
in excess of the over-allotment option. The underwriters must close out any
naked short position by purchasing shares in the open market. Similar to other
purchase transactions, the underwriters' purchases to cover the underwriting
syndicate short sales may have the effect of raising or maintaining the market
price of our common stock or preventing or retarding a decline in the market
price of our common stock. As a result, the price of our common stock may be
higher than the price that might otherwise exist in the open market. In
addition, the representatives, on behalf of the underwriters, may also reclaim
selling concessions allowed to an underwriter or dealer if the underwriting
syndicate repurchases shares distributed by that underwriter or dealer, which
may also maintain the market price of our common stock at a level above that
which might otherwise exist in the open market. These transactions may be
effected on the Nasdaq National Market or otherwise. The underwriters are not
required to engage in these activities and, if commenced, may end any of these
activities at any time.
 
   
At our request, the underwriters have reserved for sale, at the initial public
offering price, up to $5 million of our common stock for Bergen Brunswig. This
would represent 625,000 shares or approximately 10% of our common stock sold in
this offering at the midpoint of the offering range. Bergen Brunswig has agreed
that, if it purchases any shares of common stock in the offering, it will not
sell, transfer or otherwise dispose such shares for one year after the
completion of this offering. In addition, at our request, the underwriters have
reserved for sale, at the initial public offering price, up to 300,000 shares or
5% of our common stock being sold in this offering for our vendors, employees,
family members of employees, customers and other third parties. The number of
shares of our common
    
 
                                       71

<PAGE>
   
stock available for sale to the general public will be reduced to the extent
these reserved shares are purchased. Any reserved shares that are not purchased
by these persons will be offered by the underwriters to the general public on
the same basis as the other shares in this offering.
    
 
PRICING OF THE OFFERING
 
Prior to this offering, there has been no public market for our common stock.
Consequently, the initial public offering price for our common stock has been
determined by negotiations among us and the representatives of the underwriters.
Among the primary factors considered in determining the initial public offering
price were:
 
    - prevailing market conditions;
 
    - our results of operations in recent periods;
 
    - the present stage of our development;
 
    - the market capitalization and stage of development of the other companies
      that we and the representatives of the underwriters believe to be
      comparable to our business; and
 
    - estimates of our business potential.
 

                                 LEGAL MATTERS
 
The validity of the shares of common stock offered hereby will be passed upon
for us by Cooley Godward LLP, Palo Alto, California. Certain legal matters in
connection with this offering will be passed upon for the underwriters by
Preston Gates & Ellis LLP, Seattle, Washington.
 

                                    EXPERTS
 
Ernst & Young LLP, independent auditors, have audited our consolidated financial
statements at December 31, 1999 and 2000, and for each of the three years in the
period ended December 31, 2000, as set forth in their report. We've included our
financial statements in this prospectus and elsewhere in the registration
statement in reliance on Ernst & Young LLP's report, given on their authority as
experts in auditing and accounting.
 
The financial statements of the Sure-Med Division of Baxter Healthcare
Corporation, an indirect division of Baxter International Inc., as of
December 31, 1998 and for the year ended December 31, 1998 included in this
prospectus have been so included in reliance on the report (which report
contains an explanatory paragraph relating to the restatement of the financial
results as described in Note 2 to the financial statements) of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
 
                                       72

<PAGE>
                      WHERE YOU CAN FIND MORE INFORMATION
 
We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the common stock.
For further information regarding us and our common stock, please refer to the
registration statement and exhibits and schedules filed as part of the
registration statement. Each statement in this prospectus referring to a
contract, agreement or other document filed as an exhibit to the registration
statement is qualified in all respects by the filed exhibit.
 
You may read and copy all or any portion of the registration statement or any
other information that we file at the Securities and Exchange Commission's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
request copies of these documents, upon payment of a duplicating fee, by writing
to the SEC. Please call the Securities and Exchange Commission at 1-800-SEC-0330
for further information on the operation of the public reference room. Our
Securities and Exchange Commission filings, including the registration
statement, are also available to you on the Securities and Exchange Commission's
Web site located at WWW.SEC.GOV.
 
Upon completion of this offering, we will become subject to the information and
reporting requirements of the Securities Exchange Act of 1934, as amended, and
in accordance therewith, will file periodic reports, proxy statements and other
information with the SEC.
 
We intend to provide our stockholders with annual reports containing financial
statements audited by an independent public accounting firm and to make
available to our stockholders quarterly reports containing unaudited financial
data for the first three quarters of each year.
 
                                       73

<PAGE>
                                 OMNICELL, INC.
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
   

<TABLE>
<S>                                                           <C>
Omnicell, Inc.
  Report of Ernst & Young LLP, Independent Auditors.........   F-2
 
  Consolidated Balance Sheets as of December 31, 1999 and
    2000 and March 31, 2001 (unaudited).....................   F-3
 
  Consolidated Statements of Operations for the years ended
    December 31, 1998, 1999 and 2000 and for the three
    months ended March 31, 2000 and 2001 (unaudited)........   F-4
 
  Consolidated Statement of Redeemable Convertible Preferred
    Stock and Stockholders' Equity (Net Capital Deficiency)
    for the years ended December 31, 1998, 1999 and 2000 and
    for the three months ended March 31, 2001 (unaudited)...   F-5
 
  Consolidated Statements of Cash Flows for the years ended
    December 31, 1998, 1999 and 2000 and for the three
    months ended March 31, 2000 and 2001 (unaudited)........   F-6
 
  Notes to Consolidated Financial Statements................   F-8
 
Sure-Med Division of Baxter Healthcare Corporation
 
  Report of PricewaterhouseCoopers LLP, Independent
    Accountants.............................................  F-31
 
  Balance Sheet as of December 31, 1998.....................  F-32
 
  Statement of Operations for the year ended December 31,
    1998....................................................  F-33
 
  Statement of Cash Flows for the year ended December 31,
    1998....................................................  F-34
 
  Notes to Financial Statements.............................  F-35
</TABLE>

    
 
                                      F-1

<PAGE>

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
Omnicell, Inc.
 
We have audited the accompanying consolidated balance sheets of Omnicell, Inc.
as of December 31, 1999 and 2000, and the related consolidated statements of
operations, redeemable convertible preferred stock and stockholders' equity (net
capital deficiency), and cash flows for each of the three years in the period
ended December 31, 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Omnicell, Inc. at
December 31, 1999 and 2000, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended December 31,
2000, in conformity with accounting principles generally accepted in the United
States.
 
As discussed in Note 18 to the consolidated financial statements, the
consolidated balance sheets, statements of operations, redeemable convertible
preferred stock and stockholders' equity (net capital deficiency), and cash
flows for each of the three years in the period ended December 31, 2000 have
been restated.
 
San Jose, California
February 26, 2001,

except for Note 18, as to which the date
is June 20, 2001 and Note 19, as to which the date is
        , 2001
 
--------------------------------------------------------------------------------
 
The foregoing report is in the form that will be signed upon completion of the
name change and reverse stock split described in Notes 1 and 19 to the
consolidated financial statements.
 
                                          /s/ Ernst & Young LLP
 
San Jose, California
June 26, 2001
 
                                      F-2

<PAGE>
                                 OMNICELL, INC.
 
                          CONSOLIDATED BALANCE SHEETS
 
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 
   

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,                      PRO FORMA AT
                                                              ----------------------    MARCH 31,     MARCH 31,
                                                                1999        2000          2001           2001
                                                              --------   -----------   -----------   ------------
                                                                                              (Unaudited)
<S>                                                           <C>        <C>           <C>           <C>
                           ASSETS
Current assets:
  Cash and cash equivalents.................................  $  2,546    $  9,681      $  2,309       $     --
  Short-term investments....................................     4,152       2,286         5,389             --
  Accounts receivable, net of allowance for doubtful
    accounts of $338 in 1999, $372 in 2000 and $402 in
    2001....................................................     9,685      11,036        15,366         15,366
  Inventories...............................................     9,324      10,414        12,532         12,532
  Prepaid expenses and other current assets.................     1,909       2,728         2,697          2,697
                                                              --------    --------      --------       --------
    Total current assets....................................    27,616      36,145        38,293         30,595
                                                              --------    --------
 
Property and equipment, net.................................     7,241       4,913         4,981          4,981
Intangible assets...........................................       274          --            --             --
Other assets................................................     1,986       2,847         3,831          3,831
                                                              --------    --------      --------       --------
      Total assets..........................................  $ 37,117    $ 43,905      $ 47,105       $ 39,407
                                                              ========    ========      ========       ========
  LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
        STOCKHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
Current liabilities:
  Accounts payable..........................................  $  2,234    $  4,416      $  5,516       $  5,516
  Accrued liabilities.......................................    17,299      16,065        19,831         19,591
  Deferred revenue..........................................     2,268       3,233         3,406          3,406
  Deferred gross profit.....................................    26,695      25,847        25,317         25,317
  Current portion of notes payable..........................        51          37         1,026          1,026
  Note payable to redeemable convertible preferred
    stockholder.............................................        --          --            --          2,655
                                                              --------    --------      --------       --------
    Total current liabilities...............................    48,547      49,598        55,096         57,511
 
Notes payable...............................................     8,440       8,376         7,375          7,025
Other long-term liabilities.................................       812         842           842            842
Commitments and contingencies
Redeemable convertible preferred stock, no par value;
  1,802,000 shares designated; 1,081,200, 720,800 and
  720,800 shares issued and outstanding at December 31, 1999
  and 2000 and March 31, 2001, respectively (no shares pro
  forma)....................................................    15,166      10,113        10,113             --
Stockholders' equity (net capital deficiency):
  Convertible preferred stock, no par value; 18,500,000
    shares authorized (5,000,000 shares authorized pro
    forma), including 1,802,000 shares designated as
    redeemable convertible preferred stock (11,527,848,
    14,538,376 and 14,538,376 shares issued and outstanding
    at December 31, 1999 and 2000 and March 31, 2001,
    respectively)(no shares pro forma) (aggregate
    liquidation preference of $63,747 at December 31, 2000
    and March 31, 2001).....................................    33,854      62,392        62,392             --
  Common stock, no par value; 35,000,000 shares authorized
    (50,000,000 shares authorized pro forma); 1,646,382,
    3,080,140 and 3,126,968 shares issued and outstanding at
    December 31, 1999 and 2000 and March 31, 2001,
    respectively (14,482,970 shares pro forma)..............     2,302      11,728        11,920         74,662
  Notes receivable from stockholders........................        --      (4,578)       (4,578)        (4,578)

  Deferred stock compensation...............................        --      (1,775)       (1,483)        (1,483)
  Accumulated deficit.......................................   (72,006)    (92,795)      (94,573)       (94,573)
  Accumulated other comprehensive income....................         2           4             1              1
                                                              --------    --------      --------       --------
    Total stockholders' equity (net capital deficiency).....   (35,848)    (25,024)      (26,321)       (25,971)
                                                              --------    --------      --------       --------
      Total liabilities, redeemable convertible preferred
        stock, and stockholders' equity (net capital
        deficiency).........................................  $ 37,117    $ 43,905      $ 47,105       $ 39,407
                                                              ========    ========      ========       ========
</TABLE>

    
 
                            See accompanying notes.
 
                                      F-3

<PAGE>
                                 OMNICELL, INC.
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
   

<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED
                                                   YEAR ENDED DECEMBER 31,            MARCH 31,
                                                ------------------------------   -------------------
                                                  1998       1999       2000       2000       2001
                                                --------   --------   --------   --------   --------
                                                                                     (UNAUDITED)
<S>                                             <C>        <C>        <C>        <C>        <C>
REVENUES:
Product revenues..............................  $34,690    $ 44,074   $ 58,458   $12,452    $16,726
Product revenues from related party...........    9,398       4,163      1,097        --         --
Service and other revenues....................    4,124       7,034      7,810     2,034      2,261
                                                -------    --------   --------   -------    -------
    Total revenues............................   48,212      55,271     67,365    14,486     18,987
Cost of product revenues......................   16,343      28,918     18,856     4,584      5,354
Cost of service and other revenues............    1,801       5,377      7,722     2,097      1,739
                                                -------    --------   --------   -------    -------
    Total cost of revenues (see Note A).......   18,144      34,295     26,578     6,681      7,093
                                                -------    --------   --------   -------    -------
Gross profit..................................   30,068      20,976     40,787     7,805     11,894
 
Operating expenses:
  Research and development (see Note A).......    5,987       8,745     11,273     3,455      2,532
  Selling, general and administrative (see
    Note A)...................................   24,275      35,786     45,323    11,401     10,101
  Stock-based compensation....................       17          11        816        --        428
  Integration.................................       --         785         --        --         --
  Restructuring...............................       --          --      2,908        --         --
                                                -------    --------   --------   -------    -------
    Total operating expenses..................   30,279      45,327     60,320    14,856     13,061
                                                -------    --------   --------   -------    -------
Loss from operations..........................     (211)    (24,351)   (19,533)   (7,051)    (1,167)
Interest income...............................    1,039         704      1,053       259        184
Interest expense..............................       --      (2,471)    (2,209)     (580)      (770)
                                                -------    --------   --------   -------    -------
Income (loss) before provision for income
  taxes.......................................      828     (26,118)   (20,689)   (7,372)    (1,753)
Provision for income taxes....................      185         149        100        25         25
                                                -------    --------   --------   -------    -------
Net income (loss).............................      643     (26,267)   (20,789)   (7,397)    (1,778)
Preferred stock accretion.....................      (22)         --         --        --         --
                                                -------    --------   --------   -------    -------
Net income (loss) applicable to common
  stockholders................................  $   621    $(26,267)  $(20,789)  $(7,397)   $(1,778)
                                                =======    ========   ========   =======    =======
Net income (loss) per common share:
  Basic.......................................  $  0.48    $ (17.86)  $ (12.20)  $ (4.40)   $ (0.65)
  Diluted.....................................  $  0.06    $ (17.86)  $ (12.20)  $ (4.40)   $ (0.65)
  Pro forma basic and diluted (unaudited).....                        $  (1.59)             $ (0.13)
Weighted average common shares outstanding:
  Basic.......................................    1,302       1,471      1,704     1,681      2,741
  Diluted.....................................   11,013       1,471      1,704     1,681      2,741
  Pro forma basic and diluted (unaudited).....                          13,060               14,097
</TABLE>

    
 
------------------------
 
   
Note A:
    
 
   
Excludes charges for stock-based
compensation as follows:
    
 
   

<TABLE>
<S>                                             <C>        <C>        <C>        <C>        <C>
Cost of revenues..............................  $    --    $     --   $     38   $    --    $    20
Research and development......................  $    --    $     --   $    139   $    --    $    73
Selling, general and administrative...........  $    17    $     11   $    639   $    --    $   335
</TABLE>

    
 
                            See accompanying notes.
 
                                      F-4

<PAGE>
                                 OMNICELL, INC.
      CONSOLIDATED STATEMENT OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
                 STOCKHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
   

<TABLE>
<CAPTION>
                                                                   REDEEMABLE
                                                                   CONVERTIBLE             CONVERTIBLE
                                                                 PREFERRED STOCK         PREFERRED STOCK
                                                              ---------------------   ---------------------
                                                                SHARES      AMOUNT      SHARES      AMOUNT
                                                              ----------   --------   ----------   --------
<S>                                                           <C>          <C>        <C>          <C>
Balance at December 31, 1997................................   1,802,000   $ 25,260   11,527,848   $33,854
  Net income................................................          --         --           --        --
  Change in unrealized loss on short-term investments.......          --         --           --        --
  Total comprehensive income................................
  Exercise of stock options.................................          --         --           --        --
  Employee stock purchase plan..............................          --         --           --        --
  Amortization of deferred compensation.....................          --         --           --        --
  Accretion of redeemable convertible preferred stock.......          --         22           --        --
                                                              ----------   --------   ----------   -------
Balance at December 31, 1998................................   1,802,000     25,282   11,527,848    33,854
  Net loss..................................................          --         --           --        --
  Change in unrealized loss on short-term investments.......          --         --           --        --
  Total comprehensive loss..................................          --         --           --        --
  Exercise of stock options.................................          --         --           --        --
  Employee stock purchase plan..............................          --         --           --        --
  Amortization of deferred compensation.....................          --         --           --        --
  Redemption of redeemable convertible preferred stock......    (720,800)   (10,116)          --        --
                                                              ----------   --------   ----------   -------
Balance at December 31, 1999................................   1,081,200     15,166   11,527,848    33,854
  Net loss..................................................          --         --           --        --
  Change in unrealized gain on short-term investments.......          --         --           --        --
  Total comprehensive loss..................................          --         --           --        --
  Modification of stock option awards.......................          --         --           --        --
  Issuance of Series K convertible preferred stock for cash
    (less issuance costs of $62)............................          --         --    3,010,528    28,538
  Exercise of stock options.................................          --         --           --        --
  Employee stock purchase plan..............................          --         --           --        --
  Issuance of stockholder notes receivable..................          --         --           --        --
  Issuance of warrant in connection with bank credit
    facility................................................          --         --           --        --
  Deferred stock compensation...............................
  Amortization of deferred stock compensation...............
  Redemption of redeemable convertible preferred stock......    (360,400)    (5,053)          --        --
                                                              ----------   --------   ----------   -------
Balance at December 31, 2000................................     720,800     10,113   14,538,376    62,392
  Net loss (unaudited)......................................          --         --           --        --
  Change in unrealized gain on short-term investments
    (unaudited).............................................          --         --           --        --
  Total comprehensive loss (unaudited)......................          --         --           --        --
  Exercise of stock options (unaudited).....................          --         --           --        --
  Deferred stock compensation (unaudited)...................          --         --           --        --
  Amortization of deferred stock compensation (unaudited)...          --         --           --        --
                                                              ----------   --------   ----------   -------
Balance at March 31, 2001 (unaudited).......................     720,800   $ 10,113   14,538,376   $62,392
                                                              ==========   ========   ==========   =======
 
<CAPTION>
 
                                                                                          NOTES
                                                                   COMMON STOCK         RECEIVABLE
                                                              ----------------------       FROM       DEFERRED STOCK   ACCUMULATED
                                                               SHARES       AMOUNT     STOCKHOLDERS    COMPENSATION      DEFICIT
                                                              ---------   ----------   ------------   --------------   ------------
<S>                                                           <C>         <C>          <C>            <C>              <C>
Balance at December 31, 1997................................  1,281,804   $      807     $    --         $   (28)        $(46,360)
  Net income................................................         --           --          --              --              643
  Change in unrealized loss on short-term investments.......         --           --          --              --               --
 
  Total comprehensive income................................
 
  Exercise of stock options.................................     48,923          135          --              --               --
  Employee stock purchase plan..............................     54,506          482          --              --               --
  Amortization of deferred compensation.....................         --           --          --              17               --
  Accretion of redeemable convertible preferred stock.......         --           --          --              --              (22)
                                                              ---------   ----------     -------         -------         --------
Balance at December 31, 1998................................  1,385,233        1,424          --             (11)         (45,739)
  Net loss..................................................         --           --          --              --          (26,267)
  Change in unrealized loss on short-term investments.......         --           --          --              --               --
 
  Total comprehensive loss..................................         --           --          --              --               --
 
  Exercise of stock options.................................    200,360          341          --              --               --
  Employee stock purchase plan..............................     60,789          537          --              --               --
  Amortization of deferred compensation.....................         --           --          --              11               --
  Redemption of redeemable convertible preferred stock......         --           --          --              --               --
                                                              ---------   ----------     -------         -------         --------
Balance at December 31, 1999................................  1,646,382        2,302          --              --          (72,006)
  Net loss..................................................         --           --          --              --          (20,789)
  Change in unrealized gain on short-term investments.......         --           --          --              --               --
 
  Total comprehensive loss..................................         --           --          --              --               --
 
  Modification of stock option awards.......................         --          728          --              --               --
  Issuance of Series K convertible preferred stock for cash
    (less issuance costs of $62)............................         --           --          --              --               --
  Exercise of stock options.................................  1,251,919        5,146          --              --               --
  Employee stock purchase plan..............................    181,839          883          --              --               --
  Issuance of stockholder notes receivable..................         --           --      (4,578)             --               --
  Issuance of warrant in connection with bank credit
    facility................................................         --           78          --              --               --
  Deferred stock compensation...............................                   2,591                      (2,591)
  Amortization of deferred stock compensation...............                                                 816
  Redemption of redeemable convertible preferred stock......         --           --          --              --               --
                                                              ---------   ----------     -------         -------         --------
Balance at December 31, 2000................................  3,080,140       11,728      (4,578)         (1,775)         (92,795)
  Net loss (unaudited)......................................         --           --          --              --           (1,778)
  Change in unrealized gain on short-term investments
    (unaudited).............................................         --           --          --              --               --
 
  Total comprehensive loss (unaudited)......................         --           --          --              --               --
 
  Exercise of stock options (unaudited).....................     46,828           56          --              --               --
  Deferred stock compensation (unaudited)...................         --          136          --            (136)              --
  Amortization of deferred stock compensation (unaudited)...         --           --          --             428               --
                                                              ---------   ----------     -------         -------         --------
Balance at March 31, 2001 (unaudited).......................  3,126,968   $   11,920     $(4,578)        $(1,483)        $(94,573)
                                                              =========   ==========     =======         =======         ========
 
<CAPTION>
                                                                                   TOTAL
                                                               ACCUMULATED     STOCKHOLDERS'
                                                                  OTHER           EQUITY
                                                              COMPREHENSIVE    (NET CAPITAL
                                                              INCOME (LOSS)     DEFICIENCY)
                                                              --------------   -------------
<S>                                                           <C>              <C>
Balance at December 31, 1997................................      $  (6)         $(11,733)
  Net income................................................         --               643
  Change in unrealized loss on short-term investments.......          4                 4
                                                                                 --------
  Total comprehensive income................................                          647
                                                                                 --------
  Exercise of stock options.................................         --               135
  Employee stock purchase plan..............................         --               482
  Amortization of deferred compensation.....................         --                17
  Accretion of redeemable convertible preferred stock.......         --               (22)
                                                                  -----          --------
Balance at December 31, 1998................................         (2)          (10,474)
  Net loss..................................................         --           (26,267)
  Change in unrealized loss on short-term investments.......          4                 4
                                                                                 --------
  Total comprehensive loss..................................         --           (26,263)
                                                                                 --------
  Exercise of stock options.................................         --               341
  Employee stock purchase plan..............................         --               537
  Amortization of deferred compensation.....................         --                11
  Redemption of redeemable convertible preferred stock......         --                --
                                                                  -----          --------
Balance at December 31, 1999................................          2           (35,848)
  Net loss..................................................         --           (20,789)
  Change in unrealized gain on short-term investments.......          2                 2
                                                                                 --------
  Total comprehensive loss..................................         --           (20,787)
                                                                                 --------
  Modification of stock option awards.......................         --               728
  Issuance of Series K convertible preferred stock for cash
    (less issuance costs of $62)............................         --            28,538
  Exercise of stock options.................................         --             5,146
  Employee stock purchase plan..............................         --               883
  Issuance of stockholder notes receivable..................         --            (4,578)
  Issuance of warrant in connection with bank credit
    facility................................................         --                78
  Deferred stock compensation...............................                           --
  Amortization of deferred stock compensation...............                          816
  Redemption of redeemable convertible preferred stock......         --                --
                                                                  -----          --------
Balance at December 31, 2000................................          4           (25,024)
  Net loss (unaudited)......................................         --            (1,778)
  Change in unrealized gain on short-term investments
    (unaudited).............................................         (3)               (3)
                                                                                 --------
  Total comprehensive loss (unaudited)......................         --            (1,781)
                                                                                 --------
  Exercise of stock options (unaudited).....................         --                56
  Deferred stock compensation (unaudited)...................         --                --
  Amortization of deferred stock compensation (unaudited)...         --               428
                                                                  -----          --------
Balance at March 31, 2001 (unaudited).......................      $   1          $(26,321)
                                                                  =====          ========
</TABLE>

    
 
                            See accompanying notes.
 
                                      F-5

<PAGE>
                                 OMNICELL, INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                                 (IN THOUSANDS)
 
   

<TABLE>
<CAPTION>
                                                                                             THREE MONTHS
                                                            YEAR ENDED DECEMBER 31,         ENDED MARCH 31,
                                                         ------------------------------   -------------------
                                                           1998       1999       2000       2000       2001
                                                         --------   --------   --------   --------   --------
                                                                                              (unaudited)
<S>                                                      <C>        <C>        <C>        <C>        <C>
OPERATING ACTIVITIES
  Net income (loss)....................................  $    643   $(26,267)  $(20,789)  $ (7,397)  $ (1,778)
  Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
    Depreciation.......................................     1,375      1,894      2,749        650        406
    Amortization.......................................        --         90         90         90         90
    Loss on disposal of capital equipment..............        45          4         --         --         --
    Amortization of deferred stock compensation........        17         11        816         --        428
    Stock compensation.................................        --         --        728        728         --
    Write-off of Sure-Med inventory....................        --      9,722         --         --         --
    Write-off of ADDS investment.......................        --        550         --         --         --
    Write-off of intangible assets.....................        --         --        182         --         --
    Changes in assets and liabilities:
      Accounts receivable..............................     2,066       (453)    (1,351)    (4,634)    (4,330)
      Inventories......................................      (378)     1,978     (1,090)     1,495     (2,118)
      Prepaid expenses and other current assets........    (1,228)      (741)      (741)      (555)        31
      Other assets.....................................      (405)       585       (769)      (840)      (984)
      Accounts payable.................................      (345)     1,608      2,182      1,378      1,100
      Accrued liabilities..............................       158        908     (1,234)    (2,157)     3,766
      Deferred revenue.................................       747        313        965        230        173
      Deferred gross profit............................     4,005      5,954       (848)      (309)      (530)
      Other liabilities................................        --     (1,149)         2      1,291         --
                                                         --------   --------   --------   --------   --------
    Net cash provided by (used in) operating
      activities.......................................     6,700     (4,993)   (19,108)   (10,030)    (3,746)
                                                         --------   --------   --------   --------   --------
 
INVESTING ACTIVITIES
  Cash paid for Sure-Med acquisition, net of cash
    received...........................................        --       (352)        --         --         --
  Purchases of short-term investments..................   (11,517)    (4,153)    (4,055)   (11,815)    (4,055)
  Maturities of short-term investments.................     6,011     10,504      5,923         --        949
  Capital expenditures.................................    (1,785)    (6,199)      (511)    (1,067)      (564)
                                                         --------   --------   --------   --------   --------
    Net cash provided by (used in) investing
      activities.......................................    (7,291)      (200)     1,357    (12,882)    (3,670)
                                                         --------   --------   --------   --------   --------
 
FINANCING ACTIVITIES
  Proceeds from issuance of common stock...............       617        878      1,451        269         56
  Proceeds from issuance of Series K preferred stock...        --         --     28,538     28,538         --
  Redemption of redeemable convertible preferred
    stock..............................................        --     (5,058)    (5,053)    (1,973)        --
  Issuance of convertible promissory note..............        --        350         --         --         --
  Payment of principle on long-term debt...............        --         --        (50)        --        (12)
                                                         --------   --------   --------   --------   --------
    Net cash provided by (used in) financing
      activities.......................................       617     (3,830)    24,886     26,834         44
                                                         --------   --------   --------   --------   --------
Net increase (decrease) in cash and cash equivalents...        26     (9,023)     7,135      3,922     (7,372)
Cash and cash equivalents at beginning of period.......    11,543     11,569      2,546      2,546      9,681
                                                         --------   --------   --------   --------   --------
Cash and cash equivalents at end of period.............  $ 11,569   $  2,546   $  9,681   $  6,468   $  2,309
                                                         ========   ========   ========   ========   ========
</TABLE>

    
 
                            See accompanying notes.
 
                                      F-6

<PAGE>
                                 OMNICELL, INC.
 
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 
                                 (IN THOUSANDS)
 
   

<TABLE>
<CAPTION>
                                                                                        THREE MONTHS
                                                     YEAR ENDED DECEMBER 31,           ENDED MARCH 31,
                                                  ------------------------------   -----------------------
                                                    1998       1999       2000       2000           2001
                                                  --------   --------   --------   --------       --------
                                                                                         (unaudited)
<S>                                               <C>        <C>        <C>        <C>            <C>
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING
  AND INVESTING ACTIVITIES
Issuance of note payable in Sure-Med
  acquisition...................................  $     --   $  7,914   $     --     $ --           $ --
Change in unrealized gain (loss) on short-term
  investments...................................        (4)        (4)         2       --             (3)
Issuance of note payable for leasehold
  improvements to landlord......................        --        200         --       --             --
Accretion of redeemable convertible preferred
  stock.........................................        22         --         --       --             --
Redemption of preferred stock offset with
  receivables...................................        --      5,750        553      553             --
Issuance of stock purchase warrant..............        --         --         78       --             --
Issuance of notes receivable from stockholders
  to exercise stock options.....................        --         --     (4,578)      --             --
Deferred stock compensation.....................        --         --      2,591       --            136
 
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest..........................  $     --   $  2,312   $  1,800     $540           $180
</TABLE>

    
 
                            See accompanying notes.
 
                                      F-7

<PAGE>
                                 OMNICELL, INC.
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
DESCRIPTION OF THE COMPANY
 
The Company was incorporated in the State of California in September 1992 under
the name OmniCell Technologies, Inc. In September 1999, the Company changed its
name to Omnicell.com and intends to reincorporate in Delaware and change its
name to Omnicell, Inc. immediately prior to the completion of the offering. All
references in these financial statements will be to "Omnicell, Inc." or the
"Company."
 
The Company provides an integrated suite of clinical infrastructure and workflow
automation solutions for healthcare facilities. These solutions include
automation systems, clinical reference tools, an Internet-based procurement
application and decision support capabilities. The Company sells and leases its
products and related services to a wide range of healthcare facilities such as
hospitals, integrated delivery networks and alternate care facilities, which
include nursing homes, outpatient surgery centers, catheterization labs and
clinics.
 
FUTURE FINANCING
 
The Company may be required to raise additional capital through the public
equity market, private financings, collaborative arrangements and debt.
Additional financing may not be available to the Company on favorable terms, if
at all. If the Company is unable to obtain financing, or to obtain it on
acceptable terms, it may be unable to execute the business plan.
 
PRINCIPLES OF CONSOLIDATION
 
The consolidated financial statements include the Company and its wholly owned
subsidiaries, Omnicell HealthCare Canada, Inc. and Omnicell Europe SARL. All
significant intercompany accounts and transactions are eliminated in
consolidation.
 
INTERIM FINANCIAL INFORMATION
 
The interim financial information at March 31, 2001 and for the three months
ended March 31, 2000 and 2001 is unaudited but, in the opinion of management,
has been prepared on the same basis as the annual financial statements and
includes all adjustments (consisting only of normal recurring adjustments) that
the Company considers necessary for a fair presentation of its financial
position at such date and its operating results and cash flows for those
periods. Results for the interim period are not necessarily indicative of the
results to be expected for the entire year, or any future period.
 
USE OF ESTIMATES
 
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that materially affect the amounts
reported in the consolidated financial statements. Actual results could differ
from these estimates.
 
                                      F-8

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
 
Revenues are derived primarily from sales of pharmacy and supply systems and
subsequent service agreements. The Company markets these systems for sale or for
lease. Pharmacy and supply system sales, which are accounted for in accordance
with American Institute of Certified Public Accountant's Statement of
Position 97-2 (SOP 97-2), "Software Revenue Recognition," are recognized upon
completion of Omnicell's installation obligation at the customer's site.
Revenues from leasing arrangements are recognized in accordance with Statement
of Financial Accounting Standards (SFAS) No. 13, "Accounting for Leases," upon
completion of the Company's installation obligation and commencement of the
noncancelable lease term. Post-installation technical support, such as phone
support, on-site service, parts and access to software upgrades, is provided by
the Company under separate annual service agreements. Revenues on service
agreements are recognized ratably over the related service contract period.
Deferred revenue represents amounts received under service agreements for which
the services have not yet been performed and upfront fees received from certain
distributors of our pharmacy and supply systems. These upfront fees are
recognized ratably over the period of the distribution agreement. Deferred gross
profit represents the profit to be earned by the Company, exclusive of
installation costs, on pharmacy and supply systems sales for which customer
acceptance has occurred but the Company's installation obligation has not yet
been fulfilled. Installation costs are recorded to cost of goods sold when
incurred.
 
Revenues from the Company's Internet-based procurement application, introduced
in 1999, are recognized ratably over the subscription period. Internet-based
procurement application revenues were not significant in the years ended
December 31, 1999 and 2000, and are included in service and other revenues.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The Company has determined the estimated fair value of financial instruments.
The amounts reported for cash and cash equivalents, accounts receivable, notes
receivable from stockholders, accounts payable, and accrued expenses approximate
fair value because of their short maturities. Short-term investments are
reported at their estimated fair value based on quoted market prices of
comparable instruments. Based on borrowing rates currently available to the
Company for loans with similar terms, the carrying value of its debt obligations
approximates fair value.
 
CASH EQUIVALENTS
 
The Company considers all highly liquid debt instruments with original
maturities of 90 days or less to be cash equivalents.
 
CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
 
Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of cash equivalents, investments, accounts
receivable and notes receivable from stockholders. Cash equivalents consist
primarily of money market funds and commercial debt securities and are held
primarily with two financial institutions. By policy, the Company limits the
amounts invested in any type
 
                                      F-9

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
of instrument for investments other than U.S. government treasury instruments.
The Company places its investments for safekeeping with an insured creditworthy
financial institution.
 
The Company sells and leases its products and services primarily to hospitals
and other healthcare facilities throughout the United States. The majority of
leases originated by the Company are sold to unaffiliated finance companies (see
Note 3). To date, the Company has had no significant credit losses.
 
One customer accounted for 20.5% of revenues in 1998. No one customer accounted
for over 10.0% of revenues in 1999 or 2000.
 
One customer accounted for 11.0% of accounts receivable at December 31, 1999. A
different customer accounted for 11.0% of accounts receivable at December 31,
2000.
 
The majority of net revenues are generated from customers in North America
totaling 99% of total net revenues in 1998, 1999 and 2000.
 
SHORT-TERM INVESTMENTS
 
Short-term investments consist primarily of highly liquid debt instruments
purchased with original maturities of greater than 90 days but less than twelve
months. The Company classifies these securities as available-for-sale. The
differences between amortized cost and fair value, representing unrealized
holding gains or losses, are recorded as a separate component of stockholders'
equity until realized. Any gains and losses on the sale of short-term
investments are determined on a specific identification method, and such gains
and losses are reflected as a component of net interest income (expense). The
Company has not experienced any significant gains or losses on its investments
to date.
 
INVENTORIES
 
Inventories are stated at the lower of cost (utilizing standard costs, which
approximate the first-in, first-out method) or market. The Company routinely
assesses its on-hand inventory for timely identification and measurement of
obsolete, slow-moving, or otherwise impaired inventory.
 
PROPERTY AND EQUIPMENT
 
Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization are computed using the straight-line
method over the estimated useful lives of the related assets, generally three to
five years. Leasehold improvements are amortized over the shorter of the lease
term or the estimated useful lives of the improvements, generally four to seven
years.
 
IMPAIRMENT OF LONG-LIVED ASSETS
 
The Company evaluates its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of such assets may
not be recoverable. Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of any asset to future net cash flows
expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of
 
                                      F-10

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
the assets exceed the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less costs to sell.
 
SOFTWARE DEVELOPMENT COSTS
 
Development costs related to software incorporated in the Company's pharmacy and
supply systems incurred subsequent to the establishment of technological
feasibility are capitalized and amortized over the estimated lives of the
related products. Technological feasibility is established upon completion of a
working model. At December 31, 2000, capitalized software development costs are
approximately $900,000. These costs will be amortized over a 3-year period upon
commercial introduction and are reported as a component of other assets. There
were no capitalized software development costs at December 31, 1999.
 
ADVERTISING EXPENSES
 
The Company expenses the costs of advertising as incurred. Advertising expenses
for the years ended December 31, 1998, 1999 and 2000 were approximately $11,000,
$628,000 and $1.2 million, respectively.
 
INTEGRATION EXPENSES
 
Integration expenses relate to expenses incurred to integrate the Sure-Med
product line (see Note 2) into the Company's operations. These expenses include
charges for employee severance costs, travel, training and relocation expenses.
 
STOCK-BASED COMPENSATION
 
Under SFAS No. 123, "Accounting for Stock-Based Compensation," the Company
accounts for stock-based awards to employees using the intrinsic value method
established by Accounting Principles Board Opinion No. 25 (APB 25), "Accounting
for Stock Issued to Employees." Thus, no compensation expense is recognized for
options granted with exercise prices equal to the fair value of the Company's
common stock on the date of grant.
 
INCOME TAXES
 
The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." This statement prescribes the use of the
liability method whereby deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities, and are measured using enacted tax rates and laws that will be in
effect when the differences are expected to reverse.
 
COMPREHENSIVE INCOME
 
In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 130, "Reporting Comprehensive Income," which establishes standards for
reporting and displaying comprehensive income and its components in financial
statements. The only items of other comprehensive income (loss) that the Company
currently reports are unrealized gains (losses) on short-term investments,
 
                                      F-11

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
which are included in other accumulated comprehensive income (loss) in the
consolidated statement of redeemable convertible preferred stock and
stockholders' equity (net capital deficiency).
 
SEGMENT INFORMATION
 
The Company reports segments in accordance with SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information." SFAS No. 131 requires the
use of a management approach in identifying segments of an enterprise. Prior to
1999, the Company consisted of one operating segment: pharmacy and supply
systems. A second operating segment was created in the second half of 1999 with
the introduction of the Company's e-commerce business. The Company's chief
operating decision maker reviews information pertaining to reportable segments
to the operating income level. There are no significant intersegment sales or
transfers. Assets of the operating segments are not segregated and substantially
all of the Company's long-lived assets are located in the United States.
 
   
For the years ended December 31, 1999 and 2000, substantially all of the
Company's total revenues and operating loss were generated by the pharmacy and
supply systems operating segment. The Internet-based e-commerce business
operating segment generated less than one percent of consolidated revenues in
each of 1999 and 2000. The operating loss generated by the segment was
approximately $2.0 million and $10.3 million in 1999 and 2000, respectively,
excluding the $2.9 million restructuring charge recorded in 2000.
    
 
STOCK SPLIT
 
All common stock share and per share amounts have been restated to reflect a
1-for-1.6 reverse stock split.
 
NET INCOME (LOSS) PER SHARE
 
   
In accordance with SFAS No. 128, "Earnings Per Share," basic net income (loss)
per share is computed by dividing the net income (loss) applicable to common
stockholders for the period by the weighted average number of common shares
outstanding during the period, less shares subject to repurchase. Diluted net
income (loss) per share is computed by dividing the net income (loss) applicable
to common stockholders for the period by the weighted average number of common
and common equivalent shares outstanding during the period. Potentially dilutive
securities, composed of incremental common shares issuable upon the exercise of
stock options and warrants, and common shares issuable on conversion of
preferred stock, were excluded from historical diluted loss per share for the
years ended December 31, 1999 and 2000 because of their anti-dilutive effect.
The total number of shares excluded from the calculations of diluted net loss
per share for the years ended December 31, 1999 and 2000, was 8,072,388 and
14,386,937, respectively. The total number of shares excluded from the
calculations of diluted net loss per share for the three months ended March 31,
2000 and 2001 was 9,981,453 and 15,194,416, respectively.
    
 
Under the provisions of SAB No. 98, common shares issued for nominal
consideration, if any, would be included in the per share calculations as if
they were outstanding for all periods presented. No common shares have been
issued for nominal consideration.
 
                                      F-12

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Pro forma net loss per share has been computed as described above and also gives
effect to common equivalent shares arising from redeemable convertible preferred
stock, convertible preferred stock and a convertible note that will
automatically convert upon the closing of the initial public offering
contemplated by this prospectus using the if-converted method from the original
date of issuance.
 
The calculation of historical and pro forma basic and diluted net income (loss)
per common share is as follows:
 
   

<TABLE>
<CAPTION>
                                                                                                  THREE MONTHS
                                                                                                      ENDED
                                                                 YEAR ENDED DECEMBER 31,            MARCH 31,
                                                              ------------------------------   -------------------
                                                                1998       1999       2000       2000       2001
                                                              --------   --------   --------   --------   --------
                                                                (In thousands, except per          (unaudited)
                                                                      share amounts)
<S>                                                           <C>        <C>        <C>        <C>        <C>
HISTORICAL:
  Basic:
    Net income (loss).......................................  $   643    $(26,267)  $(20,789)  $(7,397)   $(1,778)
    Preferred stock accretion...............................      (22)         --         --        --         --
                                                              -------    --------   --------   -------    -------
    Net income (loss) applicable to common
      stockholders..........................................  $   621    $(26,267)  $(20,789)  $(7,397)   $(1,778)
                                                              =======    ========   ========   =======    =======
    Weighted average shares of common stock outstanding.....    1,318       1,477      2,267     1,693      3,125
    Less: Weighted average shares subject to
      repurchase............................................       16           6        563        12        384
                                                              -------    --------   --------   -------    -------
    Weighted average shares outstanding--
      basic.................................................    1,302       1,471      1,704     1,681      2,741
                                                              =======    ========   ========   =======    =======
    Net income (loss) applicable to common shareholders per
      common share..........................................  $  0.48    $ (17.86)  $ (12.20)  $ (4.40)   $ (0.65)
                                                              =======    ========   ========   =======    =======
 
  Diluted:
    Net income (loss).......................................  $   643    $(26,267)  $(20,789)  $(7,397)   $(1,778)
                                                              =======    ========   ========   =======    =======
    Weighted average shares outstanding--
      basic.................................................    1,302       1,471      1,704     1,681      2,741
    Weighted average number of common shares issuable upon
      the conversion of dilutive preferred shares...........    8,528          --         --        --         --
    Effect of dilutive securities--stock options............    1,183          --         --        --         --
                                                              -------    --------   --------   -------    -------
    Diluted weighted average number of shares outstanding...   11,013       1,471      1,704     1,681      2,741
                                                              =======    ========   ========   =======    =======
    Net income (loss) per common share......................  $  0.06    $ (17.86)  $ (12.20)  $ (4.40)   $ (0.65)
                                                              =======    ========   ========   =======    =======
 
PRO FORMA BASIC AND DILUTED (UNAUDITED):
  Net loss..................................................                        $(20,789)             $(1,778)
                                                                                    ========              =======
  Shares used above.........................................                           1,704                2,741
  Adjustment to reflect the weighted average effect of the
    assumed conversion of the convertible note payable and
    convertible preferred stock.............................                          11,356               11,356
                                                                                    --------              -------
  Weighted average shares used in computing pro forma basic
    and diluted net loss per share..........................                          13,060               14,097
                                                                                    ========              =======
  Pro forma basic and diluted net loss per common share.....                        $  (1.59)             $ (0.13)
                                                                                    ========              =======
</TABLE>

    
 
                                      F-13

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
UNAUDITED PRO FORMA BALANCE SHEET
 
   
The unaudited pro forma balance sheet information at March 31, 2001 reflects the
assumed conversion of all of the Company's convertible preferred stock and a
convertible note upon completion of the offering by this prospectus. The
unaudited pro forma balance sheet also reflects the assumed redemption of
720,800 shares of redeemable convertible preferred stock at a price of $14.03
per share plus accrued interest thereon of $240,000. In addition, the unaudited
pro forma balance sheet assumes the $10.4 million redemption obligation will be
fulfilled using all of the Company's available cash and cash equivalents and
short-term investments of $7.7 million with the balance of $2.7 million redeemed
through the issuance of a short-term note payable to the stockholder.
    
 
RECENTLY ISSUED ACCOUNTING STANDARDS
 
In March 2000, the Emerging Issues Task Force (EITF) published its consensus on
Issue No. 00-2, "Accounting for Web Site Development Costs." This EITF sets
forth guidance on whether to capitalize or expense certain development costs.
The Company has adopted EITF 00-2 effective January 1, 2000 and capitalized
$260,000 of Web site development costs in the year ended December 31, 2000.
These costs were written off as a part of the 2000 restructuring activities.
 
In March, 2000, the FASB issued Interpretation No. 44, "Accounting for Certain
Transactions Involving Stock Compensation," an interpretation of APB No. 25. The
Interpretation is applied prospectively to all new awards, modifications to
outstanding awards, and changes in employee status after July 1, 2000, with the
exception of the definition of employee and stock option repricings as to which
the effective date is December 15, 1998. The adoption of this Interpretation did
not have a significant effect on the Company's results of operations or
financial condition.
 
In December 1999, the Securities and Exchange Commission issued SAB No. 101,
"Revenue Recognition in Financial Statements." SAB No. 101 provides guidance on
the recognition, presentation and disclosure of revenue in financial statements.
The Company has adopted SAB No. 101 for all periods presented.
 
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS No. 137 and No. 138,
which is effective for years beginning after June 15, 2000. SFAS No. 133, as
amended, will require the Company to recognize all derivatives on the balance
sheet at fair value. Gains or losses resulting from changes in the values of
those derivatives would be accounted for depending on the use of the derivative
and whether it qualifies for hedge accounting. SFAS No. 133 will be effective
for the Company's financial statements for the year ended December 31, 2001.
Management believes that this statement will not have a significant effect on
the Company's results of operations or financial condition.
 
NOTE 2.  SURE-MED ACQUISITION
 
Effective January 29, 1999, the Company acquired substantially all of the assets
together with certain specified liabilities and obligations of the Sure-Med
product line of Baxter Healthcare in a transaction accounted for as a purchase.
Baxter Healthcare designed, marketed and sold Sure-Med pharmacy systems to
hospitals and other healthcare facilities. The consolidated financial statements
include the operating results of Sure-Med from the date of acquisition.
 
                                      F-14

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 2.  SURE-MED ACQUISITION (CONTINUED)
The original purchase price of $15.1 million consisted of a cash payment of $2.0
million to Baxter Healthcare, a promissory note of $12.7 million, and $400,000
of related acquisition expenses. In December 1999, the purchase price was
adjusted downward by $6.4 million through a $1.6 million cash payment from
Baxter Healthcare to the Company and a $4.8 million reduction in the note
payable to Baxter Healthcare. The Company is obligated to repay the principal
amount of the promissory note in eight quarterly installments, commencing on
March 31, 2002, or earlier upon the closing of an initial public offering. The
promissory note bears interest at a rate of 8.0% through December 31, 2001, 9%
through December 31, 2002 and 10% through December 31, 2003. Interest is payable
quarterly, commencing on March 31, 1999. Upon the sale or issuance by Omnicell
of any shares of capital stock, excluding sales or issuances of common stock or
options under the Company's stock option and stock purchase plans and private
placements in any single year not exceeding 10.0% of its outstanding paid-in
capital, the Company is required to prepay the outstanding principal amount of
the promissory note plus accrued interest to the extent of 50.0% of the net
proceeds of such equity issuance. There is an exception that allows up to
$30 million of financing raised during 2000 to be excluded as long as 50.0% of
the proceeds shall be applied to redeeming the Series J preferred stock. See
Note 14.
 
The purchase price consideration was allocated to the acquired assets and
assumed liabilities based on fair values as follows (in thousands):
 

<TABLE>
<S>                                                           <C>
Inventories.................................................  $16,098
Other assets, primarily residual value of leased systems....    1,820
Identifiable intangible assets..............................      366
Liabilities.................................................   (9,618)
                                                              -------
Total purchase consideration................................  $ 8,666
                                                              =======
</TABLE>

 
Pro forma results of operations, as if the transaction had occurred on January
1, 1999, are not presented as they would not be materially different than actual
1999 results. Pro forma results of operations, as if the transaction had
occurred on January 1, 1998, are as follows (in thousands):
 

<TABLE>
<S>                                                           <C>
Revenue.....................................................  $ 65,590
Net loss....................................................  $(19,867)
Net loss per share..........................................  $ (15.26)
</TABLE>

 
In the fourth quarter of 1999, after sales of the Sure-Med pharmacy systems were
determined to be substantially below original forecasts, the Company recorded a
$9.7 million charge to cost of revenues to reflect a writedown of Sure-Med
product line inventory to estimated net realizable value. In 1999, the Company
also recorded $785,000 of integration expenses associated with the integration
of the Company and Sure-Med engineering efforts, product lines, and marketing
efforts.
 
The Sure-Med acquisition was entered into with the expectation that significant
sales would be generated in 1999 and 2000. The actual sales for 1999 and 2000
were substantially below the levels anticipated in the Company's forecasts.
Product integration issues hindered the Company's sales force in its attempt to
sell the Sure-Med pharmacy systems. As a result, during the third quarter of
fiscal 2000, the Company significantly reduced its Sure-Med pharmacy systems
sales and marketing efforts. It also performed a SFAS 121 impairment analysis on
the remaining Sure-Med intangible assets and concluded that, based on estimated
negative future cash flows, the $182,000 net balance of its intangible assets
was impaired and was therefore written-off to expense.
 
                                      F-15

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 3.  LEASING ARRANGEMENTS (CONTINUED)
 
In 1999 and 2000, net sales-type lease receivables sold under these agreements
totaled approximately $22.3 million and $20.7 million, respectively. The Company
records revenue at an amount equal to the cash to be received from the leasing
company, which is equivalent to the net present value of the lease streams,
utilizing the implicit interest rate under its funding agreements. At December
31, 1999 and 2000, accounts receivable included approximately $2.7 million and
$1.5 million, respectively, due from the finance companies for lease receivables
sold.
 
NOTE 4.  SHORT-TERM INVESTMENTS
 
Short-term investments consist of the following (in thousands):
 

<TABLE>
<CAPTION>
                                             AMORTIZED   UNREALIZED GAIN
                                               COST          (LOSS)        FAIR VALUE
                                             ---------   ---------------   ----------
<S>                                          <C>         <C>               <C>
December 31, 1999:
  Certificates of deposits.................   $2,000        $      --        $2,000
  U.S. commercial debt securities..........    2,150                2         2,152
                                              ------        ---------        ------
                                              $4,150        $       2        $4,152
                                              ======        =========        ======
 
December 31, 2000:
  Certificates of deposits.................   $2,284        $       2        $2,286
                                              ======        =========        ======
</TABLE>

 
All short-term investments at December 31, 2000 mature in 2001.
 
NOTE 5.  INVENTORIES
 
Inventories consist of the following (in thousands):
 

<TABLE>
<CAPTION>
                                                     DECEMBER 31,        MARCH 31,
                                                  -------------------   -----------
                                                    1999       2000        2001
                                                  --------   --------   -----------
                                                                        (unaudited)
<S>                                               <C>        <C>        <C>
Raw materials...................................   $3,650    $ 4,540      $ 4,848
Work-in-process.................................      565        340          876
Finished goods..................................    5,109      5,534        6,808
                                                   ------    -------      -------
  Total.........................................   $9,324    $10,414      $12,532
                                                   ======    =======      =======
</TABLE>

 
                                      F-16

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 6.  PROPERTY AND EQUIPMENT
 
Property and equipment consist of the following (in thousands):
 

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              -------------------
                                                                1999       2000
                                                              --------   --------
<S>                                                           <C>        <C>
Equipment...................................................  $ 6,642    $ 9,043
Furniture and fixtures......................................      930      1,323
Leasehold improvements......................................    1,120      1,629
Purchased software..........................................    3,592        526
                                                              -------    -------
                                                               12,284     12,521
Accumulated depreciation and amortization...................   (5,043)    (7,608)
                                                              -------    -------
Property and equipment, net.................................  $ 7,241    $ 4,913
                                                              =======    =======
</TABLE>

 
No equipment was leased under capital leases at December 31, 1999 and 2000.
 
In August 1999, the Company completed a software license transaction with
Commerce One, Inc. Purchased software consists primarily of this software
licensed on a perpetual basis to enable customer use of the Company's
Internet-based procurement application. Maintenance and support will be provided
by the licensor at contractual annual rates. The Company will share with the
licensor a portion of the transaction fees collected, if any, from product
manufacturers when purchases are made from healthcare suppliers on the Company's
Internet-based procurement application.
 
In the third quarter of 2000, the Company wrote-off the $2.0 million remaining
balance of the MarketSite software license as part of the restructuring
activities.
 
NOTE 7.  OTHER ASSETS
 
In 1997, the Company provided a loan of $500,000 to a strategic partner that was
in a development stage. The note receivable bore interest at 8.5% and was due in
September 2000. The note receivable was automatically convertible to equity of
the corporation upon the closing of that entity's next financing of at least
$1,000,000 or upon default of payment, based on the unpaid principal balance and
accrued interest divided by the fair value price per share. In December 1998,
upon the closing of a financing by the corporation, the note was converted into
13,052 shares of its Series D convertible preferred stock. At December 31, 1999,
the Company determined that there was a permanent decline in the fair value of
this asset and recorded a valuation allowance of $550,000 against the entire
investment, including accrued interest.
 
                                      F-17

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 8.  ACCRUED LIABILITIES
 
Accrued liabilities consist of the following (in thousands):
 
   

<TABLE>
<CAPTION>
                                                      DECEMBER 31,        THREE MONTHS
                                                   -------------------       ENDED
                                                     1999       2000     MARCH 31, 2001
                                                   --------   --------   --------------
                                                                          (unaudited)
<S>                                                <C>        <C>        <C>
Accrued compensation and related benefits........  $ 2,224    $ 2,139        $ 2,594
Accrued license fees.............................    2,523        119            119
Accrued upgrade costs............................    3,960      5,995          5,984
Other accrued liabilities........................    8,592      7,637          6,797
Accrued restructuring costs......................       --        175            162
Pre-contractual deposit..........................       --         --          4,175
                                                   -------    -------        -------
                                                   $17,299    $16,065        $19,831
                                                   =======    =======        =======
</TABLE>

    
 
Accrued upgrade costs represent the estimated costs to be incurred by the
Company to provide certain specific functionality to Sure-Med products as a
result of the acquisition of the Sure-Med product line in January 1999. The
following table sets forth the upgrade costs accrual (in thousands):
 

<TABLE>
<CAPTION>
                                                                  YEAR ENDED
                                                                 DECEMBER 31,        THREE MONTHS
                                                              -------------------       ENDED
                                                                1999       2000     MARCH 31, 2001
                                                              --------   --------   --------------
                                                                                     (unaudited)
<S>                                                           <C>        <C>        <C>
Beginning balance...........................................   $   --     $3,960        $5,995
Estimated liability at date of acquisition..................    3,960         --            --
Materials, labor and shipping costs expended................       --       (215)          (12)
Change in estimated liability...............................       --      2,250            --
                                                               ------     ------        ------
                                                               $3,960     $5,995        $5,983
                                                               ======     ======        ======
</TABLE>

 
   
The pre-contractual deposit at March 31, 2001 represents an amount received from
a customer in advance of the execution of a final sale arrangement.
    
 
NOTE 9.  RESTRUCTURING
 
The Company recorded restructuring costs of $2.9 million in the third quarter of
fiscal 2000 in connection with a strategic change in its e-commerce business to
concentrate primarily on its Internet-based procurement application. This
resulted in a workforce reduction of approximately 14 positions. The primary
components of the restructuring charge were $2.0 million related to a purchased
software license, $260,000 related to capitalized software engineering costs,
and $517,000 of employee severance costs. The total cash outlays related to
these charges were $404,000 in 2000. As of December 31, 2000, activities related
to this restructuring were completed.
 
                                      F-18

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 9.  RESTRUCTURING (CONTINUED)
The following table sets forth the restructuring reserve:
 

<TABLE>
<CAPTION>
                                                               SEVERANCE
                                                    ASSETS    AND BENEFITS    OTHER      TOTAL
                                                   --------   ------------   --------   --------
                                                                  (in thousands)
<S>                                                <C>        <C>            <C>        <C>
Restructuring expense............................  $ 2,290       $ 517         $101     $ 2,908
 
  Writedown of assets............................   (2,290)         --          (39)     (2,329)
  Cash expenditures..............................       --        (342)         (62)       (404)
                                                   -------       -----         ----     -------
Balance at December 31, 2000.....................       --         175           --         175
  Cash expenditures..............................       --         (13)          --         (13)
                                                   -------       -----         ----     -------
Balance at March 31, 2001........................  $    --       $ 162         $ --     $   162
                                                   =======       =====         ====     =======
</TABLE>

 
NOTE 10.  DEFERRED GROSS PROFIT
 
Deferred gross profit consists of the following (in thousands):
 

<TABLE>
<CAPTION>
                                                             1999      2000
                                                            -------   -------
<S>                                                         <C>       <C>
Sales of pharmacy and supply systems, which have been
  accepted but not yet installed..........................  $33,511   $34,630
Cost of sales, excluding installation costs...............   (6,816)   (8,783)
                                                            -------   -------
                                                            $26,695   $25,847
                                                            =======   =======
</TABLE>

 
NOTE 11.  LONG-TERM NOTES PAYABLE
 
In October 1999, the Company executed a convertible promissory note with a
private party for $350,000 with interest accruing at 6.02%. No interest payments
are due until October 1, 2004, the maturity date of the note. If the Company
closes an initial public offering of its common stock, the note and accrued
interest shall automatically convert to an equivalent number of shares of the
Company's common stock at the initial public offering price per share.
 
In connection with one of the Company's facilities leases, the landlord has
advanced $200,000 to the Company for leasehold improvements. The Company has
agreed to repay this advance in monthly installments of $4,249. This borrowing
arrangement commenced on July 1, 1999, ends June 30, 2004, and bears interest at
10% per annum.
 
                                      F-19

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 11.  LONG-TERM NOTES PAYABLE (CONTINUED)
Scheduled debt repayments under the convertible promissory note, facilities
lease advance and Baxter promissory note (Note 2) are as follows:
 

<TABLE>
<S>                                                           <C>
2001........................................................  $   37
2002........................................................   3,998
2003........................................................   4,003
2004........................................................     375
2005 and thereafter.........................................      --
                                                              ------
                                                               8,413
Less: current portion.......................................      37
                                                              ------
                                                              $8,376
                                                              ======
</TABLE>

 
NOTE 12.  CREDIT FACILITY
 
In January 2000, the Company entered into a credit facility with a bank. This
facility, as amended in August 2000, and January, May and June 2001 provides the
Company with advances of up to 80% of eligible receivables, as defined, up to
$10.0 million, and expires on June 30, 2002. This line of credit bears interest
at the prime rate plus 2.25%. The Company has pledged substantially all of its'
assets as collateral for this line of credit. The credit facility requires the
Company to comply with a tangible net deficit financial covenant and other
specified non-financial covenants. At December 31, 2000, the Company had no
borrowings under this credit facility, was eligible to borrow approximately
$4.4 million, and was in compliance with the covenants.
 
Under the terms of the credit facility, on December 31, 2000 the Company issued
to the bank a warrant to purchase 26,351 shares of its common stock at $9.50 per
share with conversion terms on an initial public offering similar to the
conversion terms for the Series K preferred stock (Note 15). The warrant expires
on December 31, 2005. The warrant will convert to a warrant to purchase 31,249
shares of common stock at $8.00 per share based on the Series K conversion
adjustment and the 1-for-1.6 reverse stock split. This warrant has been valued
at $78,000 using the Black-Scholes valuation method. This amount is included in
other assets and will be amortized through the credit line's expiration date.
 
NOTE 13.  LEASE COMMITMENTS
 
The Company leases its Palo Alto, California and Waukegan, Illinois offices and
manufacturing facilities under noncancelable operating leases. The leases expire
beginning January 2002 through June 2006. The Company has an option to renew the
Palo Alto manufacturing facility lease (expires June 2003) and Waukegan facility
lease (expires June 2006) for an additional five years. Rent expense for all
operating leases was $728,000 (net of sublease income of $64,000), $1,629,000
and $2,120,000 (net of sublease income of $286,000) for the years ended
December 31, 1998, 1999 and 2000, respectively.
 
                                      F-20

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 13.  LEASE COMMITMENTS (CONTINUED)
At December 31, 2000, future minimum annual operating lease payments, net of
aggregate future minimum receipts from subleases, were as follows (in
thousands):
 

<TABLE>
<CAPTION>
 
<S>                                                           <C>
2001........................................................   $1,278
2002........................................................    1,451
2003........................................................    1,960
2004........................................................    1,600
2005........................................................      299
Thereafter..................................................      152
                                                               ------
  Total minimum lease payments..............................   $6,740
                                                               ======
</TABLE>

 
NOTE 14.  REDEEMABLE CONVERTIBLE PREFERRED STOCK
 
In June 1996, the Company issued 1,802,000 shares of nonvoting Series I
redeemable convertible preferred stock to Sun Healthcare for $25,227,000 (net of
issuance costs of approximately $60,000) and authorized an equal number of
voting shares of Series J redeemable convertible preferred stock. The Series I
redeemable convertible preferred stock was converted into Series J redeemable
convertible preferred stock on a one-for-one basis in 1996.
 
At any time after December 31, 1998, the holders of the Series J redeemable
convertible preferred stock were entitled to require the Company to redeem for
cash the outstanding shares over 30 months at a per share price equal to the
original issue price (subject to adjustment for events of dilution) plus
interest at 9.5% per annum (accruing beginning on March 8, 1999).
 
In January 1999, Sun Healthcare exercised its right to redeem its 1,802,000
shares of Series J redeemable convertible preferred stock in ten equal quarterly
installments beginning in March 1999. Through December 31, 2000, the Company had
redeemed 1,081,200 shares of Series J redeemable convertible preferred stock
from Sun Healthcare for $15.2 million plus interest of $2.7 million. Cash of
$11.6 million was used to satisfy this redemption, with the balance of
$6.3 million paid by offsetting Sun Healthcare's outstanding accounts receivable
balances. All payments have been made except the three quarterly redemption
payments of $2.5 million each that were due in September 2000 and December 2000
and March 2001, which the Company was not obligated to make because the Company
did not meet certain balance sheet tests under California law. The Company will
no longer be subject to these restrictions of California law following its
reincorporation in Delaware.
 
Sun Healthcare has an accounts receivable balance of approximately $260,000 at
December 31, 2000. In the past the two parties have offset the Omnicell accounts
receivable balance with the redemption payments. At year end, the two parties
had not finalized any offsetting agreement.
 
                                      F-21

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 14.  REDEEMABLE CONVERTIBLE PREFERRED STOCK (CONTINUED)
 
Significant terms of the Series J redeemable convertible preferred stock are as
follows:
 
    - Conversion of the Series J preferred stock is automatic upon completion of
      an initial public offering. In addition to adjustments for events of
      dilution, if the Company completes an initial public offering at a price
      greater than $11.78 per share and less than $13.47 per share, the
      conversion price of the Series J preferred stock will be adjusted to
      $17.72 per share from the original purchase price of $22.4523 (as
      converted per the 1-for-1.6 reverse stock split). If the offering price is
      less than $11.78 per share, the conversion price of the Series J preferred
      stock will be adjusted to $16.8370 per share.
 
    - Series J preferred stock has voting rights equivalent to the number of
      shares of common stock into which it is convertible.
 
    - Dividends may be declared at the discretion of the Board of Directors and
      are noncumulative. To the extent declared, dividends of $1.12 per share,
      per annum for Series J preferred stock must be paid prior to any dividends
      on any other preferred stock or common stock. No such dividends have been
      declared or paid.
 
    - In the event of liquidation, dissolution, or winding up of the Company,
      prior to any other preferred stockholders, Series J stockholders shall
      receive $14.03 per share plus all declared but unpaid dividends. Upon
      completion of this distribution, the holders of the common stock will
      receive a pro rata distribution of any remaining assets of the Company. At
      December 31, 2000, the aggregate liquidation preference for redeemable
      convertible preferred stock was $10,113,000.
 
NOTE 15.  STOCKHOLDERS' EQUITY
 
CONVERTIBLE PREFERRED STOCK
 
During the first quarter of 2000, the Company designated and issued 3,010,528
shares of Series K convertible preferred stock at a price of $9.50 per share
subject to adjustment for events of dilution as described below. Net proceeds
were approximately $28.5 million.
 
Conversion of the Series K convertible preferred stock is automatic upon
completion of an initial public offering in excess of $25 million at an offering
price of not less than $8.00 per share. If the Company completes an initial
public offering at a price less than $33.78 per share, the conversion price of
the Series K convertible preferred stock will adjust to 45% of the initial
public offering price, but in no event will it adjust to less than $8.00 per
share. This means that if this offering is completed at a price less than $17.78
per share, the resulting conversion price of the Series K convertible preferred
stock will be $8.00 per share, and a total of 3,575,000 shares of common stock
will be issued on conversion of such preferred stock exclusive of adjustments
for events of dilution.
 
                                      F-22

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 15.  STOCKHOLDERS' EQUITY (CONTINUED)
At December 31, 1999 and 2000, convertible preferred stock consisted of the
following (in thousands, net of issuance costs):
 

<TABLE>
<CAPTION>
                                           DECEMBER 31, 1999        DECEMBER 31, 2000
                              SHARES     ----------------------   ----------------------
                            DESIGNATED   OUTSTANDING    AMOUNT    OUTSTANDING    AMOUNT
                            ----------   -----------   --------   -----------   --------
<S>                         <C>          <C>           <C>        <C>           <C>
Series A..................       480           480     $   120          480     $   120
Series B..................       321           321         120          321         120
Series C..................     1,700         1,700       1,014        1,700       1,014
Series D..................     1,328         1,310       1,412        1,310       1,412
Series E..................     1,966         1,965       6,458        1,965       6,458
Series F..................     2,000         1,948      11,527        1,948      11,527
Series G..................     1,000            --          --           --          --
Series H..................     4,000         3,804      13,203        3,804      13,203
Series K..................     3,158            --          --        3,011      28,538
                              ------        ------     -------       ------     -------
  Total...................    15,953        11,528     $33,854       14,539     $62,392
                              ======        ======     =======       ======     =======
</TABLE>

 
Significant terms of the convertible preferred stock are as follows:
 
    - Each share of Series A, B, C, D, E, G, H and K preferred stock is
      convertible into one share of common stock, and each share of Series F
      preferred stock is convertible into 1.107 shares of common stock (subject
      to adjustment for events of dilution). Each share will automatically
      convert upon an underwritten public offering of common stock meeting
      specified criteria.
 
    - Each share of convertible preferred stock has voting rights equivalent to
      the number of shares of common stock into which it is convertible. The
      holders of Series E preferred stock, voting together as a class, are
      entitled to elect one director of the Company. The holders of Series H
      preferred stock, voting together as a class, are also entitled to elect
      one director of the Company. The holders of Series K preferred stock,
      voting together as a class, are also entitled to elect one director of the
      Company.
 
    - Dividends may be declared at the discretion of the Board of Directors and
      are noncumulative. To the extent declared, dividends of $0.02, $0.03,
      $0.048, $0.085, $0.265, $0.49, $0.49, $0.29, and $0.76 per share, per
      annum for Series A, B, C, D, E, F, G, H and K preferred stock,
      respectively, must be paid prior to any dividends on common stock. No such
      dividends have been declared or paid.
 
    - In the event of liquidation, dissolution, or winding up of the Company,
      Series A, B, C, D, E, F, G, H and K stockholders shall receive, after
      required distributions to the redeemable convertible preferred
      stockholders, $0.25, $0.375, $0.60, $1.085, $3.30, $6.15, $6.15 and $3.68
      and $9.50 per share, respectively, plus all declared but unpaid dividends.
      Upon completion of this distribution, the holders of the common stock will
      receive a pro rata distribution of any remaining assets of the Company. At
      December 31, 2000, the aggregate liquidation preference for preferred
      stock was $63.7 million.
 
                                      F-23

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 15.  STOCKHOLDERS' EQUITY (CONTINUED)
CONVERTIBLE PREFERRED STOCK WARRANTS
 
In connection with a capital lease financing in 1994, the Company issued a
warrant to purchase 18,434 shares of Series D preferred stock at an exercise
price of $1.09 per share (or 11,521 shares of common stock as converted per the
1-for-1.6 reverse stock split at a price of $1.74 per share). The warrant
expires three years from the effective date of an initial public offering of the
Company's common stock. The value of the warrant was immaterial.
 
In connection with capital lease financings in 1995, the Company issued warrants
to purchase 8,130, 11,382 and 67,934 shares of Series F, G and H preferred stock
at $6.15, $6.15 and $3.68 per share, respectively (or 5,081, 7,113 and 42,121
shares of common stock as converted per the 1-for-1.6 reverse stock split at
prices of $9.84, $9.84 and $5.89 per share, respectively). The Series F and H
warrants expire three years from the effective date of an initial public
offering of the Company's common stock. The Series G warrant expires five years
from the effective date of an initial public offering of the Company's common
stock. The estimated value of these warrants remaining after amortization was
expensed in June 1996 when the repayments were made for the borrowings.
 
NOTES RECEIVABLE FROM STOCKHOLDERS
 
During 2000, the Company provided all its officers the opportunity to exercise
their options to purchase common stock, both vested and unvested, by entering
into a full-recourse note receivable with Omnicell. As a result, 1,067,663
options were exercised under note receivable arrangements totaling
$4.6 million. These notes bear interest at either 6.2% or 6.71%, compounded
annually, with payment of both principal and interest due in 3 years.
 
Stock options that were exercised prior to vesting have been shown as shares
subject to repurchase and total 549,742 shares.
 
COMMON STOCK
 
At December 31, 2000, 562,696 shares of common stock are subject to repurchase
by the Company at the original issuance price. These repurchase rights generally
expire ratably over periods of three to five years.
 
STOCK OPTION PLANS
 
The Company has reserved 10,410,000 shares of common stock for issuance under
its 1992 Incentive Stock Plan, 1995 Management Option Plan, and 1999 Equity
Incentive Plan (the Plans). Under the Plans, incentive and nonqualified stock
options or rights to purchase common stock may be granted to employees,
directors, and consultants. Incentive options, nonqualified options, and stock
purchase rights must be priced to be at least 100%, 85% and 85%, respectively,
of the common stock's fair value at the date of grant as determined by the Board
of Directors. Options shall become exercisable as determined by the Board of
Directors. Sales of stock under stock purchase rights are made pursuant to
restricted stock purchase agreements.
 
In September 1999, the Board of Directors adopted the 1999 Equity Incentive Plan
(Incentive Plan) for granting of incentive and nonqualified stock options and
rights to purchase common stock to
 
                                      F-24

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 15.  STOCKHOLDERS' EQUITY (CONTINUED)
employees, directors, and consultants. Under the Incentive Plan, 5,000,000
shares of common stock are authorized for issuance. Further, all unissued stock
under the Company's 1992 Incentive Stock Plan and 1995 Management Stock Option
Plan are added to the 5,000,000 shares reserved.
 
A summary of stock option activity under the Plans follows (shares in
thousands):
 

<TABLE>
<CAPTION>
                                                     NUMBER OF   WEIGHTED AVERAGE
                                                      SHARES      EXERCISE PRICE
                                                     ---------   ----------------
<S>                                                  <C>         <C>
Outstanding at December 31, 1997...................    2,194          $ 4.27
  Granted..........................................      454           10.40
  Exercised........................................      (49)           2.75
  Canceled.........................................     (110)           8.67
                                                      ------
 
Outstanding at December 31, 1998...................    2,489            5.23
  Granted..........................................    1,203           10.40
  Exercised........................................     (205)           1.12
  Canceled.........................................     (142)           9.89
                                                      ------
 
Outstanding at December 31, 1999...................    3,345            7.10
  Granted..........................................    2,308            5.62
  Exercised........................................   (1,252)           4.11
  Canceled.........................................     (691)          10.06
                                                      ------
 
Outstanding at December 31, 2000...................    3,710            6.62
                                                      ======
</TABLE>

 
Additional information regarding options outstanding as of December 31, 2000 is
as follows (shares in thousands):
 

<TABLE>
<CAPTION>
                                                      WEIGHTED
                                                      AVERAGE
                                                     REMAINING        WEIGHTED                       WEIGHTED
                                        NUMBER      CONTRACTUAL       AVERAGE         NUMBER         AVERAGE
RANGE OF EXERCISE PRICE               OUTSTANDING   LIFE (YEARS)   EXERCISE PRICE   EXERCISABLE   EXERCISE PRICE
-----------------------               -----------   ------------   --------------   -----------   --------------
<S>                                   <C>           <C>            <C>              <C>           <C>
$0.10 - $1.20......................        584           3.66          $ 0.76            584          $ 0.76
$2.00 - $2.00......................        826           9.67            2.00             15            2.00
$3.20 - $3.20......................         54           8.94            3.20             10            3.20
$6.40 - $6.40......................        263           5.29            6.40            260            6.40
$10.40 - $10.40....................      1,983           8.24           10.40            761           10.40
                                         -----                                         -----
                                         3,710           7.64            6.62          1,630            6.18
                                         =====                                         =====
</TABLE>

 
At December 31, 2000, there were 885,416 shares available for future grant under
the Plans, and options to purchase 1,630,000 shares were exercisable. Upon the
exercise of certain exercisable options, the Company would have the right to
repurchase 3,691,290 shares at the original issuance price. Such a right
generally expires over three to five years.
 
As discussed in Note 1, the Company continues to account for its stock-based
awards using the intrinsic value method in accordance with APB 25 and its
related interpretations. Accordingly, compensation
 
                                      F-25

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 15.  STOCKHOLDERS' EQUITY (CONTINUED)
expense has not been recognized in the consolidated financial statements for
employee stock arrangements except for the difference between the deemed fair
value for accounting purposes and the exercise price of certain stock options.
 
In connection with the grant of certain stock options in December 1995, the
Company recorded deferred compensation of $62,000 for the difference between the
deemed fair value for accounting purposes and the option price. At December 31,
2000, the deferred compensation has been fully amortized.
 
   
The Company has recorded deferred stock compensation with respect to options
granted to employees of approximately $2.6 million in the year ended
December 31, 2000 and $136,000 in the three months ended March 31, 2001,
representing the difference between the exercise price of the options and the
deemed fair value of the common stock. These amounts are being amortized to
operations over the vesting periods of the options using the graded vesting
method. Such amortization expense amounted to approximately $816,000 for the
year ended December 31, 2000 and approximately $428,000 for the three months
ended in March 31, 2001. The Company's policy is to use the graded vesting
method for recognizing compensation cost for fixed awards with pro rata vesting.
The Company amortizes the deferred stock-based compensation on the graded
vesting method over the two to four year vesting periods of the applicable stock
options. The graded vesting method provides for vesting of portions of the
overall awards at interim dates and results in greater vesting in earlier years
than the straight line method.
    
 
For the year ended December 31, 2000, the Company issued options to independent
contractors to purchase 24,063 shares of common stock. The value of the options,
using the Black-Scholes option pricing model, was not significant and the
options were fully vested at issuance.
 
For the year ended December 31, 2000, the Company recorded compensation expense
of approximately $728,000 in connection with granting certain former employees
extended periods (beyond the period specified by the Plans) to exercise their
stock options upon termination of employment.
 
SFAS 123 requires the disclosure of pro forma net income (loss) had the Company
adopted the fair value method as of the beginning of 1995. Under SFAS 123, the
fair value of stock-based awards to employees is calculated through the use of
option pricing models, even though such models were developed to estimate the
fair value of freely tradable, fully transferable options without vesting
restrictions, which significantly differ from the Company's stock option awards.
These models also require subjective assumptions, including future stock price
volatility and expected time to exercise, which greatly affects the calculated
values. The Company's calculations were made using the Black-Scholes option
pricing model with risk-free interest rates of approximately 5.42%, 5.38% and
6.30% in 1998, 1999 and 2000, respectively, and no dividends during the expected
term. Volatility assumed was 0 in 1998 and 1999 and 1.7028 in 2000. The
Company's calculations are based on a multiple-option valuation approach, and
forfeitures are recognized as they occur.
 
                                      F-26

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 15.  STOCKHOLDERS' EQUITY (CONTINUED)
For purposes of pro forma disclosures, the estimated fair value of an option is
amortized to expense over the option's vesting period. The Company's pro forma
information follows (in thousands):
 
   

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                                                           ------------------------------
                                                             1998       1999       2000
                                                           --------   --------   --------
<S>                                                        <C>        <C>        <C>
Pro forma net income (loss)..............................   $ 106     $(27,075)  $(26,328)
Pro forma net income (loss) per common share:
  Basic..................................................   $0.08     $ (18.41)  $ (15.45)
  Diluted................................................   $0.01     $ (18.41)  $ (15.45)
</TABLE>

    
 
1997 EMPLOYEE STOCK PURCHASE PLAN
 
The Company has an Employee Stock Purchase Plan under which employees can
purchase shares of the Company's common stock based on a percentage of their
compensation, but not greater than 15% of their earnings, up to a maximum of
$25,000 of fair value per year. The purchase price per share must be equal to
the lower of 85% of the fair value of the common stock at the beginning or end
of the six-month offering period. A total of 174,489 shares of common stock are
reserved for issuance under the plan. As of December 31, 2000, 340,463 shares
had been issued under this plan.
 
On April 19, 2000 the Board of Directors amended the 1997 Employee Stock
Purchase Plan (Purchase Plan) to become effective simultaneously with the
effectiveness of the Company's initial public offering. As amended, eligible
employees may purchase stock at 85% of the lower of closing prices for the
common stock at the beginning of a 24-month offering period or the end of each
six-month purchase period.
 
At December 31, 2000, the Company has reserved shares of common stock for
issuance as follows (in thousands):
 

<TABLE>
<S>                                                           <C>
Conversion of outstanding convertible preferred stock.......  11,716
Issuance under the Plans....................................   4,624
Employee stock purchase plan................................     174
Convertible preferred stock warrants........................      70
Warrants to bank............................................      31
                                                              ------
Total.......................................................  16,615
                                                              ======
</TABLE>

 
401(K) PLAN
 
During 1994, the Company established a 401(k) tax-deferred savings plan, whereby
eligible employees may contribute a percentage of their eligible compensation
but not greater than 15.0% of their earnings up to the maximum as required by
law. Company contributions are discretionary; no such Company contributions have
been made since inception of the plan.
 
                                      F-27

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 16.  INCOME TAXES
 
The provision for income taxes consists of the following (in thousands):
 

<TABLE>
<CAPTION>
                                                                    YEAR ENDED
                                                                   DECEMBER 31,
                                                          ------------------------------
                                                            1998       1999       2000
                                                          --------   --------   --------
<S>                                                       <C>        <C>        <C>
Current provision:
  Federal...............................................    $105       $ --       $ --
  State.................................................      50        149        100
  Foreign...............................................      30         --         --
                                                            ----       ----       ----
Total current provision.................................    $185       $149       $100
                                                            ====       ====       ====
</TABLE>

 
   
The difference between the provision for income taxes and the amount computed by
applying the Federal statutory income tax rate (35%) to income (loss) before
taxes is explained below (in thousands):
    
 
   

<TABLE>
<CAPTION>
                                                        YEAR ENDED DECEMBER 31,
                                                     ------------------------------
                                                       1998       1999       2000
                                                     --------   --------   --------
<S>                                                  <C>        <C>        <C>
Tax provision (benefit) at federal statutory
  rate.............................................   $ 290     $(9,141)   $(7,241)
State income tax...................................      50         149        100
Federal alternative minimum taxes..................     105          --         --
Foreign taxes......................................      30          --         --
Unutilized (utilized) net operating losses.........    (290)      9,141      7,241
                                                      -----     -------    -------
Total..............................................   $ 185     $   149    $   100
                                                      =====     =======    =======
</TABLE>

    
 
Significant components of the Company's deferred tax assets are as follows at
December 31 (in thousands):
 

<TABLE>
<CAPTION>
                                                            1999       2000
                                                          --------   --------
<S>                                                       <C>        <C>
Deferred tax assets:
  Net operating loss carryforwards......................  $  4,000   $ 13,824
  Tax credit carryforwards..............................     1,257      2,255
  Inventory related items...............................     5,746      6,391
  Reserves and accruals.................................     3,960      2,338
  Deferred revenue......................................    11,769     12,813
  Capitalized research and development costs............       476        473
  Depreciation and amortization.........................       205      1,978
  Other, net............................................     2,298        124
                                                          --------   --------
Total deferred tax assets...............................    29,711     40,196
Valuation allowance.....................................   (29,711)   (40,196)
                                                          --------   --------
Net deferred tax assets.................................  $     --   $     --
                                                          ========   ========
</TABLE>

 
                                      F-28

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 16.  INCOME TAXES (CONTINUED)
The Company has established a valuation allowance equal to the net deferred tax
assets due to the uncertainties regarding the realization of deferred tax assets
based on the Company's lack of earnings history.
 
As of December 31, 2000, the Company had a federal net operating loss
carryforward of approximately $38.0 million. The federal net operating loss
carryforward will expire beginning in 2009. The Company also had federal and
state research and development tax credit carryforwards of approximately
$1.4 million and $417,000, respectively. The federal research and development
tax credit carryforwards will expire at various dates beginning in year 2007
through 2020, if not utilized. The state research and development tax credit
carryforward does not expire.
 
Utilization of the net operating losses and tax credits may be subject to a
substantial annual limitation due to the ownership change limitations provided
by the Internal Revenue Code of 1986 and similar state provisions. The annual
limitation may result in the expiration of net operating losses and tax credits
before utilization.
 
NOTE 17.  RELATED PARTY TRANSACTIONS
 
The Company recorded revenues of approximately $9.9 million, $5.1 million and
$1.9 million in 1998, 1999 and 2000, respectively, from the Series J redeemable
convertible preferred stockholder, who was a member of the Company's Board of
Directors until August 11, 1999 (of which approximately $302,000 and $263,000 is
included in accounts receivable at December 31, 1999 and 2000, respectively).
Payment terms are net 45 days.
 
NOTE 18.  RESTATEMENT
 
The Company has restated its financial statements for the years ended
December 31, 1998, 1999 and 2000. The net effect of all adjustments to these
years was to increase net income by $7,000 (or $0.00 per diluted share) for the
year ended December 31, 1998 and decrease net loss by $6.9 million (or
$4.66 per diluted share) and $2.6 million (or $1.53 per diluted share) for the
years ended December 31, 1999 and 2000, respectively.
 
The components comprising the restatements are as follows (in thousands):
 

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                              ------------------------------
                                                                1998       1999       2000
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Adjustment to gross profit in compliance with SOP 97-2......     $7       $3,739     $2,600
Change in estimated purchase price allocation and related
  effects...................................................     --        1,563         --
Reversal of inventory writedown.............................     --        1,552         --
  Total.....................................................     $7       $6,854     $2,600
</TABLE>

 
   
The adjustment to gross profit occurred in conjunction with the Company's effort
to enhance the accuracy of its reporting systems and financial data as they
relate to revenue recognition and deferred gross profit on its sales of pharmacy
and supply systems. This effort identified amounts that were included in
deferred gross profit but should have been recognized as revenue as the related
systems were installed.
    
 
                                      F-29

<PAGE>
                                 OMNICELL, INC.
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
  (INFORMATION AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 IS
                                   UNAUDITED)
 
NOTE 18.  RESTATEMENT (CONTINUED)
The change in estimated purchase price allocation occurred in connection with
the Company's acquisition of the Sure-Med product line. At the time of
acquisition, estimates of the assets and liabilities acquired were made.
Subsequent to that time, it was determined that the actual values of certain
items had differing values than originally estimated. As a result of these
changes, net loss was decreased in 1999 by $1.6 million.
 
The reversal of inventory writedown was recorded in conjunction with an
agreement with a customer to provide free units. The carrying value of the
related inventory was originally written down to its fair value, or zero.
However, upon further review, it was determined that the supporting agreement
did not represent a binding commitment to provide the free units and the
inventory could be sold if not used to fulfill the obligation under the
agreement. Therefore, the resulting inventory writedown was reversed resulting
in a decrease to net loss in 1999 of $1.6 million.
 
NOTE 19.  SUBSEQUENT EVENTS
 
On March 9, 2001, the Company's Board of Directors took the following actions:
 
    - authorized the filing of a registration statement with the Securities and
      Exchange Commission to register shares of its common stock in connection
      with the proposed initial public offering;
 
    - authorized the change of the Company's state of incorporation to Delaware.
 
    - approved an amendment to decrease the number of shares reserved for
      issuance under the Company's 1992 Equity Incentive Plan and 1995
      Management Stock Option Plan by 626,186 shares and to increase the number
      of shares reserved for issuance under the 1999 Equity Incentive Plan by
      626,186 shares.
 
STOCK OPTION GRANTS
 
Subsequent to December 31, 2000, the Company approved grants to employees for
options to purchase 106,281 shares of its common stock at $5.60 per share in
February 2001, 62,813 shares of its common stock at $6.40 per share in March
2001 and 25,813 shares of its common stock at $7.20 per share in May 2001.
 
STOCK SPLIT
 
On April 16, 2001, the Company's stockholders approved a 1-for-1.6 reverse stock
split on the Company's common stock. Accordingly, all common stock share and
per-share data for all periods presented have been restated to reflect this
event.
 
                                      F-30

<PAGE>
 
                      REPORT OF INDEPENDENT ACCOUNTANTS
 
Board of Directors and Stockholders of
Baxter International Inc.
 
In our opinion, the accompanying balance sheet and the related statements of
operations and of cash flows present fairly, in all material respects, the
financial position of the Sure-Med Division of Baxter Healthcare Corporation
(the Business), an indirect division of Baxter International Inc., at
December 31, 1998, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Business' management; our responsibility is to express an opinion on
these financial statements based on our audit. We conducted our audit of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
 
As discussed in Note 2, the financial statements as of and for the year ended
December 31, 1998 have been restated to correct an error in accounting for
revenue recognition and omission of impairment losses.
 
/s/ PRICEWATERHOUSECOOPERS LLP
 
Chicago, Illinois
July 30, 1999, except as to Notes 2 and 12,

which are as of January 23, 2001
 
                                      F-31

<PAGE>
               SURE-MED DIVISION OF BAXTER HEALTHCARE CORPORATION
 
              (AN INDIRECT DIVISION OF BAXTER INTERNATIONAL INC.)
 
                                 BALANCE SHEET
 

<TABLE>
<CAPTION>
                                                                  AS OF
                                                               DECEMBER 31,
                                                                   1998
                                                              --------------
                                                              (in thousands)
                                                                (restated)
<S>                                                           <C>
Current assets
  Accounts receivable, net..................................      $ 1,930
  Inventories, net..........................................        9,474
  Prepaid expenses..........................................        2,046
  Deferred costs associated with installations in process...       25,285
                                                                  -------
    Total current assets....................................       38,735
                                                                  -------
Fixed assets, net...........................................          729
Other assets................................................        1,843
                                                                  -------
    Total assets............................................      $41,307
                                                                  =======
Current liabilities
  Accounts payable..........................................      $ 2,096
  Customer deposits.........................................       10,612
  Other accrued liabilities.................................        1,232
                                                                  -------
    Total current liabilities...............................       13,940
                                                                  -------
Long-term liabilities
  Accrued warranty..........................................          592
                                                                  -------
Investment by parent........................................       26,775
                                                                  -------
    Total liabilities and Investment by Parent..............      $41,307
                                                                  =======
</TABLE>

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-32

<PAGE>
               SURE-MED DIVISION OF BAXTER HEALTHCARE CORPORATION
 
              (AN INDIRECT DIVISION OF BAXTER INTERNATIONAL INC.)
 
                            STATEMENT OF OPERATIONS
 

<TABLE>
<CAPTION>
                                                                YEAR ENDED
                                                               DECEMBER 31,
                                                                   1998
                                                              --------------
                                                              (in thousands)
                                                                (restated)
<S>                                                           <C>
Net revenues................................................      $ 17,378
Costs and expenses
  Cost of goods sold (including related party charges of
    $1,058).................................................        15,790
  Selling and marketing expenses (including related party
    charges of $1,924)......................................         8,741
  General and administrative expenses (including related
    party charges of $1,198)................................         2,245
  Research and development expenses (including related party
    charges of
    $108)...................................................         1,347
  Asset impairment charge...................................         9,765
                                                                  --------
Total costs and expenses....................................        37,888
                                                                  --------
Net loss....................................................      $(20,510)
                                                                  ========
</TABLE>

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-33

<PAGE>
               SURE-MED DIVISION OF BAXTER HEALTHCARE CORPORATION
 
              (AN INDIRECT DIVISION OF BAXTER INTERNATIONAL INC.)
 
                            STATEMENT OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                                YEAR ENDED
                                                               DECEMBER 31,
                                                                   1998
                                                              --------------
                                                              (in thousands)
                                                                (restated)
                                                              --------------
                                                                (brackets
                                                               denote cash
                                                                outflows)
                                                               -----------
<S>                                                           <C>
Cash flows from operations
  Net loss..................................................     $(20,510)
  Adjustments
    Depreciation and amortization...........................        1,233
    Loss on disposal........................................        9,765
    Changes in balance sheet items
      Accounts receivable, net..............................        3,866
      Inventories...........................................        4,295
      Prepaids..............................................         (504)
      Deferred costs associated with installations in
        process.............................................       (5,683)
      Accounts payable......................................       (1,221)
      Accrued liabilities...................................        4,167
                                                                 --------
  Cash flows from operations................................       (4,592)
                                                                 --------
Cash flows from investing activities
Capitalized software costs..................................       (3,690)
Capital expenditures........................................         (453)
Installed base of equipment leased to customers.............         (659)
                                                                 --------
Cash flows from investing activities........................       (4,802)
                                                                 --------
Cash flows from financing activities
Financing from Parent.......................................        9,394
                                                                 --------
Cash flows from financing activities........................        9,394
                                                                 --------
Change in cash and equivalents..............................           --
                                                                 --------
Cash and equivalents at beginning of year...................           --
                                                                 --------
Cash and equivalents at end of year.........................     $     --
                                                                 ========
</TABLE>

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-34

<PAGE>
               SURE-MED DIVISION OF BAXTER HEALTHCARE CORPORATION
 
              (AN INDIRECT DIVISION OF BAXTER INTERNATIONAL INC.)
 

                         NOTES TO FINANCIAL STATEMENTS
 
1.  NATURE OF ENTITY AND BASIS OF PRESENTATION
 
The Sure-Med Division of Baxter Healthcare Corporation (the Business) is a
division of Baxter Healthcare Corporation (Baxter), which is in turn a
subsidiary of Baxter International Inc. (BII or Parent). The Business is
principally engaged in the development, manufacturing, marketing and
distribution of an automated distribution system designed to control the
dispensing of narcotics, medications and supplies in both hospital and alternate
site settings. The Business operates mainly in the domestic market, but does
sell some of its products through related parties into certain international
markets, principally Canada and Western Europe. Historically, the Business had
no separate legal status. The accompanying financial statements have been
prepared from the historical accounting records as if the Business had operated
as a separate entity.
 
The financial statements include all of the direct operating expenses of the
Business and allocations of certain shared costs from Baxter and BII.
Allocations are based on actual usage or other methods that approximate actual
usage. Management believes that the allocation methods are reasonable. However,
these allocations are not necessarily indicative of the costs and expenses that
would have resulted if the Business had been operated as a separate entity. The
financial statements also include the push down of the Parent's loss on disposal
of the business (Notes 2 and 12).
 
2.  RESTATEMENT OF FINANCIAL RESULTS
 
In the course of reviewing certain customer contracts and related documents, the
Business determined that it had made promises to customers to deliver specified
software upgrades at future dates. In several cases, the software promise was
determined to be a critical part of the arrangement with the customer. The
existence of these software upgrade promises and their significance to the
customer arrangements caused the Business to conclude that the software
component of its product was more than incidental. Accordingly, the Business has
determined that its revenues should be accounted for in accordance with the
American Institute of Certified Public Accountant's Statement of Position 97-2
("SOP 97-2"), "Software Revenue Recognition." The effects of applying SOP 97-2
on the financial statements were to defer revenues previously recorded
associated with customer arrangements that included promises to deliver software
and those when an installation effort remained as of the balance sheet date. The
Business has restated its financial statements as of December 31, 1998 and
deferred $8.8 million of revenues previously recognized in 1998. Additionally,
the Business needed to adjust opening Investment by Parent for the effects of
applying SOP 97-2 to prior periods. The effect on Investment by Parent at
December 31, 1997 was a loss of approximately $2.8 million, which relates
entirely to the application of SOP 97-2 to the year ended December 31, 1997.
 
In addition, the Parent determined that an impairment of capitalized software
and certain other long-lived assets that arose as a result of the decision to
sell the business should be reflected in these financial statements. Therefore,
an impairment charge of $9.765 million has been reflected in the restated
results of operations of the Business for the year ended December 31, 1998.
 
                                      F-35

<PAGE>
               SURE-MED DIVISION OF BAXTER HEALTHCARE CORPORATION
 
              (AN INDIRECT DIVISION OF BAXTER INTERNATIONAL INC.)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
FINANCIAL STATEMENT PRESENTATION
 
The preparation of the financial statements in conformity with generally
accepted accounting principles (GAAP) requires management to make estimates and
assumptions that affect reported amounts and related disclosures. Actual results
could differ from those estimates.
 
REVENUE RECOGNITION
 
Revenues are derived from the sales of automated distribution systems and
subsequent maintenance agreements. The Business markets its systems for sale or
for lease. Automated distribution system sales, which are accounted for in
accordance with SOP 97-2, are recognized when the system has been shipped, all
installation and training services have been provided, no additional performance
obligations exist and collection of the resulting receivables are probable. The
Business does not provide post-contract customer support. All leasing
arrangements are sales-type leases and revenue is recognized when all of the
above conditions are met and the non-cancelable lease term has commenced.
Revenues from service agreements are recognized ratably over the related
contract period.
 
Upon title transfer to the customer, the cost of inventory is reclassified to
deferred costs associated with installations in process. Upon completion of
installation and training services and performance of any other obligations, the
associated deferred costs are relieved to cost of sales to be matched against
the related sales revenue.
 
CASH
 
The Business has not maintained any cash accounts and all cash management
activities have been performed by Baxter and BII.
 
ACCOUNTS RECEIVABLE
 
Accounts receivable are shown net of allowance for doubtful accounts of $278.
 
INVENTORIES
 

<TABLE>
<CAPTION>
                                                                  AS OF
                                                               DECEMBER 31,
                                                                   1998
                                                              --------------
                                                              (in thousands)
<S>                                                           <C>
Raw materials...............................................      $ 2,379
Finished products...........................................        8,673
                                                                  -------
Total gross inventories.....................................       11,052
Inventory reserves..........................................       (1,578)
                                                                  -------
Total net inventories.......................................      $ 9,474
                                                                  =======
</TABLE>

 
Inventories are stated at the lower of cost (first-in, first-out method) or
market value. Market value for raw materials is based on replacement costs and,
for finished products, on net realizable value.
 
                                      F-36

<PAGE>
               SURE-MED DIVISION OF BAXTER HEALTHCARE CORPORATION
 
              (AN INDIRECT DIVISION OF BAXTER INTERNATIONAL INC.)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEFERRED COSTS ASSOCIATED WITH INSTALLATIONS IN PROCESS
 
Deferred costs associated with installations in process consists of inventory
and installation costs related to inventory at customers' locations which is
awaiting completion of installation, training or other performance obligations.
 
FIXED ASSETS
 

<TABLE>
<CAPTION>
                                                                  AS OF
                                                               DECEMBER 31,
                                                                   1998
                                                              --------------
                                                              (in thousands)
<S>                                                           <C>
Computer equipment..........................................      $ 1,702
Machinery and equipment.....................................          756
                                                                  -------
Total fixed assets, at cost.................................        2,458
Accumulated depreciation and other write-downs..............       (1,729)
                                                                  -------
Net fixed assets............................................      $   729
                                                                  =======
</TABLE>

 
Fixed assets are carried at cost less accumulated depreciation and other
writedowns (Note 2). Expenditures for repairs and maintenance are charged to
expense as incurred and were not significant for 1998. Interest costs applicable
to the construction of major projects are capitalized when material.
 
Depreciation is principally calculated on the straight-line method over the
estimated useful lives of the related assets, which range from three to five
years. Straight-line and accelerated methods of depreciation are used for income
tax purposes.
 
Depreciation expense was $511 in 1998. Capitalized interest was not material in
1998.
 
LEASE ACCOUNTING
 
The Business offers lease financing to its customers under the terms of its
standard five-year sales-type lease. Leases originated by the business result in
the recognition of revenue (present value of lease payments, net of executory
costs) and cost of sales (actual cost of automated distribution system), as well
as the recording of unearned income (excess of gross receivable plus estimated
residual value over the cost of the equipment). Consistent with the Business'
revenue recognition policy and concurrent with lease initiation, all leases are
automatically included in a pool of leases sold on a non-recourse basis to a
third party financial institution under the terms of a rolling lease sale
agreement administered by the Parent ("Lease Sale Program"). As a result of this
arrangement, all leased receivable balances and associated unearned income
amounts are reclassified from their original balance sheet classifications and
reflected as net activity within Investment by Parent (Note 11). The Business
retains all warranty obligations related to units sold under the Lease Sale
Program. The amount of gross leased receivables sold under the Lease Sale
Program were $10,870 for the year ended December 31, 1998.
 
                                      F-37

<PAGE>
               SURE-MED DIVISION OF BAXTER HEALTHCARE CORPORATION
 
              (AN INDIRECT DIVISION OF BAXTER INTERNATIONAL INC.)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
WARRANTIES
 
Estimated future warranty obligations related to products sold or leased are
provided by charges to operations in the period of product sale or lease
inception. The standard warranty period for products sold or leased is one year
and five years, respectively. The cost of warranty obligations is contractually
capitated as part of an agreement with a third party.
 
SEGMENT INFORMATION
 
BII adopted Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related Information" (SFAS No. 131) in 1998.
This statement establishes standards for the reporting of information about
operating segments in annual and interim financial statements. Operating
segments are defined as components of an enterprise for which separate financial
information is available that is evaluated regularly by the chief operating
decision maker(s) in deciding how to allocate resources and in assessing
performance. SFAS No. 131 also requires disclosures about products and services,
geographic areas and major customers. The adoption of SFAS No. 131 did not
affect results of operations, financial position or the disclosure of segment
information. Refer to Note 10 for the Business' segment information.
 
4.  TRANSACTIONS WITH RELATED PARTIES
 
A portion of the operations of the Business involves transactions with
subsidiaries and divisions of BII.
 
A division of Baxter provides accounting, administrative and other services
related to the business' sales-type leases with its customers. The Business is
charged for such services at a rate which management believes approximates the
market rate. As discussed in Note 3, Baxter sells substantially all of the
Business' lease receivables to an independent third party.
 
In addition, the corporate headquarters of BII and the divisional headquarters
of Baxter provide to the Business certain other accounting, tax, and
administrative services. All significant expenses relating to such services are
included in the financial statements of the Business.
 
The financial statements of the Business include expenses of $4,288 in 1998 for
services provided by related parties.
 
5.  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
 
CONCENTRATIONS OF CREDIT RISK
 
In the normal course of business, the company provides credit to customers in
the health-care industry, performs credit evaluations of these customers and
maintains reserves for potential credit losses which, when realized, have been
within the range of management's allowance for doubtful accounts.
 
The carrying values of financial instruments approximate their fair values.
 
                                      F-38

<PAGE>
               SURE-MED DIVISION OF BAXTER HEALTHCARE CORPORATION
 
              (AN INDIRECT DIVISION OF BAXTER INTERNATIONAL INC.)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
6.  CUSTOMER DEPOSITS AND OTHER ACCRUED LIABILITIES
 

<TABLE>
<CAPTION>
                                                                  AS OF
                                                               DECEMBER 31,
                                                                   1998
                                                              --------------
                                                              (in thousands)
<S>                                                           <C>
Customer deposits...........................................      $10,612
                                                                  =======
Other current accrued liabilities:
  Employee compensation and withholdings....................          647
  Other.....................................................          585
                                                                  -------
Total.......................................................      $ 1,232
                                                                  =======
</TABLE>

 
Customer deposits represents cash received from customers related to sales for
which revenue is not yet eligible for recognition under the Business' revenue
recognition policy.
 
7.  STOCK-BASED COMPENSATION PLANS
 
Certain employees of the Business participate in stock-based compensation plans
sponsored by BII. Such plans principally include fixed stock option plans and an
employee stock purchase plan. BII applies APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations in accounting for its
plans. Accordingly, no compensation cost has been recognized by BII for its
fixed stock option plans and its stock purchase plan. These plans are the sole
responsibility of BII and, accordingly, no information is presented herein.
 
8.  RETIREMENT AND OTHER BENEFIT PROGRAMS
 
Substantially all of the employees of the Business are eligible to participate
in BII's contributory defined contribution plan, non-contributory defined
benefit pension plans and certain other postretirement benefit plans. These
plans are the sole responsibility of BII and, accordingly, no information is
presented herein related to those plans. Total expense recognized by the
Business relating to these plans was $329 in 1998.
 
9.  INCOME TAXES
 
The results of the Business' operations are included in the consolidated tax
return of BII. These financial statements do not reflect income tax benefit for
1998 or recent prior years in which losses were incurred. As instructed by its
parent, the Business calculates its taxes as if it were filing its own return.
On a separate return basis, the losses incurred in recent years through
December 31, 1998 would have given rise to net operating loss carryforwards and
related deferred tax assets. Due to the uncertainty of ultimate utilization of
those carryforwards on a separate-return basis, the Business would have recorded
valuation allowances for the full amounts of those deferred tax assets. The tax
effects of other temporary differences that give rise to deferred tax assets and
liabilities at December 31, 1998 were not material.
 
The Business, on a stand-alone basis, would have a net operating loss
carryforward for federal income tax purposes of approximately $48,000 at
December 31, 1998. However, since the Business has been included in the
consolidated tax filings of BII, its prior losses have been utilized in the BII
consolidated
 
                                      F-39

<PAGE>
               SURE-MED DIVISION OF BAXTER HEALTHCARE CORPORATION
 
              (AN INDIRECT DIVISION OF BAXTER INTERNATIONAL INC.)
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
9.  INCOME TAXES (CONTINUED)
tax returns. As such, should the Business actually file separate tax returns in
the future, no net operating losses would be available.
 
10.  SEGMENT INFORMATION
 
The Business operates in one segment, the pharmacy automation market, the
activities and products of which are described in Note 1.
 
GEOGRAPHIC INFORMATION
 
The following geographic area data include net sales based on product shipment
destination.
 

<TABLE>
<CAPTION>
                                                                1998
                                                              --------
<S>                                                           <C>
Net Sales
United States...............................................  $16,276
Other countries.............................................    1,102
                                                              -------
Consolidated totals.........................................  $17,378
                                                              =======
</TABLE>

 
11.  INVESTMENT BY PARENT
 
Investment by Parent represents Baxter's ownership interest in the recorded net
assets of the Business. All cash transactions with Baxter and BII are reflected
in this amount. In addition, all intercompany expenses charged from the Parent
are not expected to be settled and, therefore, while recorded as expenses in the
appropriate period, have been considered additional contributions from the
Parent. The Business has not been charged interest on any investments made by
the Parent other than those amounts capitalized into fixed assets as disclosed
in Note 2. A summary of the activity is as follows:
 

<TABLE>
<S>                                                           <C>
Balance at December 31, 1997................................  $ 38,485
Net loss....................................................   (20,510)
Leased receivable transfers, net of unearned income (Note
  3)........................................................    (8,910)
Other net intercompany activity.............................    17,710
                                                              --------
Balance at December 31, 1998................................  $ 26,775
                                                              ========
</TABLE>

 
12.  SUBSEQUENT EVENTS
 
In January 1999, Baxter finalized the terms of its sale of certain assets of the
Business to Omnicell Technologies (Omnicell) for proceeds that were finalized in
December of 1999 of $2.1 million in cash and Omnicell's note payable of
approximately $8.0 million.
 
                                      F-40

<PAGE>
                                6,000,000 SHARES
 
                                 OMNICELL, INC.
 
                                  COMMON STOCK
 
                                     [LOGO]
 
                                ----------------
 
                                   PROSPECTUS
                                ----------------
 
Until           , 2001, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
 
                           U.S. BANCORP PIPER JAFFRAY
 
                               CIBC WORLD MARKETS
 
                                    SG COWEN
 
                                          , 2001

<PAGE>

 
                                   PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
    The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by the registrant in connection with the sale
of the common stock being registered. All the amounts shown are estimates except
for the SEC registration fee and the NASD filing fee.
 

<TABLE>
<S>                                                           <C>
SEC registration fee........................................  $   17,250
Nasdaq National Market listing fee..........................      17,500
NASD filing fee.............................................       7,400
Printing and engraving expenses.............................     250,000
Legal fees and expenses.....................................     600,000
Accounting fees and expenses................................     550,000
Transfer agent and registrar fees...........................      50,000
Miscellaneous...............................................     107,850
                                                              ----------
Total.......................................................  $1,600,000
                                                              ==========
</TABLE>

 
We intend to pay all expenses of registration, issuance and distribution.
 

ITEM 14.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
 
    Section 145 of the Delaware General Corporation Law (the DGCL) authorizes a
court to award, or a corporation's board of directors to grant indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.
 
    As permitted by the DGCL, our Certificate of Incorporation, which will
become effective prior to the closing of this offering, includes a provision
that eliminates the personal liability of our directors for monetary damages for
breach of fiduciary duty as a director, except for liability (1) for any breach
of the director's duty of loyalty to us or our stockholders; (2) for acts or
omissions not in good faith or that involve intentional misconduct or knowing
violation of law; (3) under Section 174 of the DGCL regarding unlawful dividends
and stock purchases; or (4) for any transaction from which the director derived
an improper personal benefit.
 
    As permitted by the DGCL, our Certificate of Incorporation and/or our
Bylaws, which will become effective prior to the closing of this offering,
provide that (1) we are required to indemnify our directors and officers to the
fullest extent permitted by the DGCL, subject to certain very limited
exceptions; (2) we are permitted to indemnify our other employees to the extent
that we indemnify our officers and directors, unless otherwise required by law,
our Certificate of Incorporation, our Bylaws or agreements; (3) we are required
to advance expenses, as incurred, to our directors and officers in connection
with a legal proceeding to the fullest extent permitted by the DGCL, subject to
certain very limited exceptions; and (4) the rights conferred in our Bylaws are
not exclusive.
 
    Prior to the closing of this offering, we intend to enter into indemnity
agreements with each of our current directors and officers to give such
directors and officers additional contractual assurances regarding the scope of
the indemnification set forth in our Certificate of Incorporation and our Bylaws
and to provide additional procedural protections. At present, there is no
pending litigation or proceeding involving a director, officer or employee of
Omnicell.com regarding which indemnification is sought, nor are we aware or any
threatened litigation that may result in claims for indemnification.
 
    With approval by the board of directors, we expect to obtain directors' and
officers' liability insurance. Reference is made to the underwriting agreement
contained in Exhibit 1.1 hereto, which contains provisions indemnifying our
officers and directors against certain liabilities.
 
                                      II-1

<PAGE>

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.
 
(a) The Company has issued or sold the following securities within the past
    three years:
 
    - an aggregate of 3,010,528 shares of Series K convertible preferred stock
      at $9.50 per share in January and March 2000 to 25 accredited investors,
      including 105,264 shares sold to Commerce One.
 
    - an aggregate of 26,315 shares of common stock issuable upon exercise of a
      warrant issued to a financial institution.
 
   
(b) As of June 30, 2001, the Company has issued:
    
 
   
    - an aggregate of 1,749,340 shares of common stock upon exercise of options
      under the 1992 Equity Incentive Plan;
    
 
    - an aggregate of 1,122,839 shares of common stock upon exercise of options
      under the 1995 Management Stock Option Plan;
 
    - an aggregate of 752,435 shares of common stock under the 1997 Employee
      Stock Purchase Plan; and
 
   
    - an aggregate of 242,708 shares of common stock upon exercise of options
      under the 1999 Equity Incentive Plan.
    
 
(c) There were no underwritten offerings employed in connection with the
    transaction set forth in Item 15(a).
 
    The issuances described in Item 15(a) were deemed to be exempt from
registration under the Securities Act in reliance upon Section 4(2) thereof as
transactions by an issuer not involving any public offering. The issuances
described in Item 15(b) were deemed to be exempt from registration under the
Securities Act in reliance upon either (i) Rule 701 promulgated thereunder in
that they were offered and sold either pursuant to written compensatory benefit
plans or pursuant to a written contract relating to compensation, as provided by
Rule 701 or (ii) Section 4(2) of the Securities Act as transactions by an issuer
not involving any public offering. In addition, such issuances were deemed to be
exempt from registration under Section 4(2) of the Securities Act as
transactions by an issuer not involving any public offering. The recipients of
securities in each such transaction represented their intentions to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof and appropriate legends where affixed to the
securities issued in such transactions. All recipients had adequate access,
through their relationships with the Company, to information about the
Registrant.
 

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
(a) Exhibits.
 
   

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                             DESCRIPTION OF DOCUMENT
       -------                            -----------------------
<S>                     <C>
 1.1*                   Form of Underwriting Agreement.
 3.1+                   Amended and Restated Articles of Incorporation of the
                        registrant.
 3.2+                   Certificate of Amendment of Amended and Restated Articles of
                        Incorporation of the registrant.
 3.2.1+                 Certificate of Amendment of Amended and Restated Articles of
                        Incorporation of the registrant.
 3.3+                   Certificate of Incorporation of the registrant to be
                        effective upon reincorporation in Delaware.
 3.3.1+                 Certificate of Amendment of Certificate of Incorporation of
                        the registrant to be effective upon reincorporation in
                        Delaware.
</TABLE>

    
 
                                      II-2

<PAGE>
 
   

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                             DESCRIPTION OF DOCUMENT
       -------                            -----------------------
<S>                     <C>
 3.4+                   Amended and Restated Certificate of Incorporation of the
                        registrant to be filed following the closing of the
                        offering.
 3.5+                   Bylaws of the registrant.
 3.6+                   Bylaws of the registrant to be effective upon
                        reincorporation in Delaware.
 4.1                    Form of Common Stock Certificate.
 4.2+                   Amended and Restated Investor Rights Agreement, dated
                        January 20, 2000.
 4.3+                   Warrant Agreement, dated September 30, 1993, between the
                        registrant and Comdisco, Inc.
 4.4+                   Warrant Agreement, dated January 23, 1995, between the
                        registrant and Comdisco, Inc.
 4.5+                   Warrant Agreement, dated July 7, 1995, between the
                        registrant and Comdisco, Inc.
 4.6+                   Warrant Agreement, dated September 29, 1995, between the
                        registrant and Comdisco, Inc.
 4.7+                   Convertible Promissory Note, dated October 1, 1999.
 4.8+                   Warrant, dated December 31, 2000, between the registrant and
                        Silicon Valley Bank.
 5.1                    Opinion of Cooley Godward LLP, counsel to the registrant.
10.1+                   Real Property Lease, dated September 24, 1999, between W.F.
                        Batton & Co., Inc. and the registrant, as amended.
10.2+                   Real Property Lease, effective July 1, 1999, between the
                        registrant and Amli Commercial Properties Limited
                        Partnership.
10.3+                   Real Property Lease, dated April 3, 1996, between O'Donnell
                        Palo Alto Associates and the registrant.
10.4+                   Real Property Lease, dated March 25, 1994, between W.F.
                        Batton & Co., Inc. and the registrant, as amended.
10.5+                   Master Assignment Agreement and Master Sales Agreement,
                        dated September 29, 1994, between Americorp Financial, Inc.
                        and the registrant, as amended.
10.6+                   Group Purchasing Agreement, effective June 1, 1997, between
                        Premier Purchasing Partners, L.P., and the registrant.
10.7+                   Letter Agreement, dated June 27, 1997, between the
                        University Health System Consortium Services Corporation and
                        the registrant.
10.8+                   Federal Supply Schedule Contract No. V797P-3406k, effective
                        August 7, 1997, between the Department of Veterans Affairs
                        and the registrant.
10.9+                   Asset Purchase Agreement dated December 18, 1998, between
                        the registrant and Baxter Healthcare Corporation, as
                        amended.
10.10+                  Loan and Security Agreement and Standby Facility Agreement,
                        dated January 27, 2000, between Silicon Valley Bank and the
                        registrant, as amended.
10.11**+                Vertical Hosted License Agreement, dated August 21, 1999,
                        between the registrant and Commerce One, Inc., as amended.
10.12+                  Form of Director and Officer Indemnity Agreement.
10.13+                  1992 Equity Incentive Plan, as amended.
10.14+                  1995 Management Stock Option Plan.
10.15+                  1997 Employee Stock Purchase Plan, as amended.
10.16+                  1999 Equity Incentive Plan, as amended.
10.17+                  Program Agreement, dated June 7, 1999, between General
                        Electric Company and the registrant.
</TABLE>

    
 
                                      II-3

<PAGE>
 
   

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                             DESCRIPTION OF DOCUMENT
       -------                            -----------------------
<S>                     <C>
10.18+                  Employment Agreement, dated December 13, 1993, between the
                        registrant and Sheldon D. Asher.
10.19**+                Service Agreement, dated August 1, 1998, between the
                        registrant and Dade Behring, Inc., as amended.
10.20**                 Collaborative Solutions Provider Agreement, dated July 10,
                        2001, between the registrant and Bergen Brunswig Drug
                        Company.
21.1+                   Subsidiaries of the registrant.
23.1                    Consent of Ernst & Young LLP, Independent Auditors.
23.2                    Consent of PricewaterhouseCoopers LLP, Independent
                        Accountants.
23.3                    Consent of Cooley Godward LLP. Reference is made to
                        Exhibit 5.1.
24.1+                   Powers of Attorney. Reference is made to Page II-5.
</TABLE>

    
 
------------------------
 
*   To be filed by amendment.
 
**  Confidential treatment requested.
 
+   Previously filed.
 
(b) Financial Statement Schedules.
 
    Schedule II--Valuation and Qualifying Accounts
 
    All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
 

ITEM 17.  UNDERTAKINGS.
 
    The Registrant hereby undertakes to provide the Underwriters at the closing
specified in the Underwriting Agreement, certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.
 
    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 14 or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, 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 hereunder, 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 Act and will be governed by the final
adjudication of such issue.
 
    The Registrant hereby undertakes that:
 
    (1) For purposes of determining any liability under the Securities Act, the
       information omitted from the form of Prospectus filed as part of this
       Registration Statement in reliance upon Rule 430A and contained in a form
       of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
       (4) or 497(h) under the Securities Act shall be deemed to be a part of
       this Registration Statement as of the time it was declared effective.
 
    (2) For the purpose of determining any liability under the Securities Act,
       each post-effective amendment that contains a form of Prospectus 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.
 
                                      II-4

<PAGE>

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palo Alto, State of
California, on the 24th day of July, 2001.
    
 

<TABLE>
<S>                                                    <C>  <C>
                                                       OMNICELL, INC.
 
                                                       By:             /s/ SHELDON D. ASHER
                                                            -----------------------------------------
                                                                         Sheldon D. Asher
                                                              PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>

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

<TABLE>
<CAPTION>
                 SIGNATURES                                     TITLE                        DATE
                 ----------                                     -----                        ----
<C>                                            <S>                                       <C>
            /s/ SHELDON D. ASHER               President and Chief Executive Officer
    ------------------------------------         and Director (PRINCIPAL EXECUTIVE       July 24, 2001
              Sheldon D. Asher                   OFFICER)
 
          /s/ ROBERT Y. NEWELL, IV             Vice President and Chief Financial
    ------------------------------------         Officer (PRINCIPAL FINANCIAL AND        July 24, 2001
            Robert Y. Newell, IV                 ACCOUNTING OFFICER)
 
                      *
    ------------------------------------       Chairman of the Board and Director        July 24, 2001
              Randall A. Lipps
 
                      *
    ------------------------------------       Director                                  July 24, 2001
              Gordon V. Clemons
 
                      *
    ------------------------------------       Director                                  July 24, 2001
          Christopher J. Dunn, M.D.
 
                      *
    ------------------------------------       Director                                  July 24, 2001
            Frederick J. Dotzler
 
                      *
    ------------------------------------       Director                                  July 24, 2001
            Benjamin A. Horowitz
</TABLE>

    
 
                                      II-5

<PAGE>
 
   

<TABLE>
<CAPTION>
                 SIGNATURES                                     TITLE                        DATE
                 ----------                                     -----                        ----
<C>                                            <S>                                       <C>
                      *
    ------------------------------------       Director                                  July 24, 2001
               Kevin L. Roberg
 
                      *
    ------------------------------------       Director                                  July 24, 2001
             John D. Stobo, Jr.
 
                      *
    ------------------------------------       Director                                  July 24, 2001
           William H. Younger, Jr.
 
            */s/ SHELDON D. ASHER
    ------------------------------------
              Sheldon D. Asher
              ATTORNEY-IN-FACT
</TABLE>

    
 
                                      II-6

<PAGE>
                                  SCHEDULE II
                                 OMNICELL, INC.
                       VALUATION AND QUALIFYING ACCOUNTS
 

<TABLE>
<CAPTION>
                                                                ADDITIONS
                                                         -----------------------
                                           BALANCE AT    CHARGED TO   CHARGED TO                BALANCE
                                          BEGINNING OF   COSTS AND      OTHER                    END OF
DESCRIPTION                                  PERIOD       EXPENSES     ACCOUNTS    DEDUCTIONS    PERIOD
-----------                               ------------   ----------   ----------   ----------   --------
<S>                                       <C>            <C>          <C>          <C>          <C>
Year ended December 31, 1998 allowance
  for doubtful accounts.................    $218,368       $60,000           --           --    $278,368
Year ended December 31, 1999 allowance
  for doubtful accounts.................     278,368        60,000           --           --     338,368
Year ended December 31, 2000 allowance
  for doubtful accounts.................     338,368        60,000           --      (26,432)    371,936
</TABLE>

 
                                      S-1

<PAGE>

                                 EXHIBIT INDEX
 
   

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                               DESCRIPTION OF DOCUMENT
-------            ------------------------------------------------------------
<S>                <C>
 1.1*              Form of Underwriting Agreement.
 3.1+              Amended and Restated Articles of Incorporation of the
                   registrant.
 3.2+              Certificate of Amendment of Amended and Restated Articles of
                   Incorporation of the registrant.
 3.2.1+            Certificate of Amendment of Amended and Restated Articles of
                   Incorporation of the registrant.
 3.3+              Certificate of Incorporation of the registrant to be
                   effective upon reincorporation in Delaware.
 3.3.1+            Certificate of Amendment of Certificate of Incorporation of
                   the registrant to be effective upon reincorporation in
                   Delaware.
 3.4+              Amended and Restated Certificate of Incorporation of the
                   registrant to be filed following the closing of the
                   offering.
 3.5+              Bylaws of the registrant.
 3.6+              Bylaws of the registrant to be effective upon
                   reincorporation in Delaware.
 4.1               Form of Common Stock Certificate.
 4.2+              Amended and Restated Investor Rights Agreement, dated
                   January 20, 2000.
 4.3+              Warrant Agreement, dated September 30, 1993, between the
                   registrant and Comdisco, Inc.
 4.4+              Warrant Agreement, dated January 23, 1995, between the
                   registrant and Comdisco, Inc.
 4.5+              Warrant Agreement, dated July 7, 1995, between the
                   registrant and Comdisco, Inc.
 4.6+              Warrant Agreement, dated September 29, 1995, between the
                   registrant and Comdisco, Inc.
 4.7+              Convertible Promissory Note, dated October 1, 1999.
 4.8+              Warrant, dated December 31, 2000, between the registrant and
                   Silicon Valley Bank.
 5.1               Opinion of Cooley Godward LLP, counsel to the registrant.
10.1+              Real Property Lease, dated September 24, 1999, between W.F.
                   Batton & Co., Inc. and the registrant, as amended.
10.2+              Real Property Lease, effective July 1, 1999, between the
                   registrant and Amli Commercial Properties Limited
                   Partnership.
10.3+              Real Property Lease, dated April 3, 1996, between O'Donnell
                   Palo Alto Associates and the registrant.
10.4+              Real Property Lease, dated March 25, 1994, between W.F.
                   Batton & Co., Inc. and the registrant, as amended.
10.5+              Master Assignment Agreement and Master Sales Agreement,
                   dated September 29, 1994, between Americorp Financial, Inc.
                   and the registrant, as amended.
10.6+              Group Purchasing Agreement, effective June 1, 1997, between
                   Premier Purchasing Partners, L.P., and the registrant.
10.7+              Letter Agreement, dated June 27, 1997, between the
                   University Health System Consortium Services Corporation and
                   the registrant.
10.8+              Federal Supply Schedule Contract No. V797P-3406k, effective
                   August 7, 1997, between the Department of Veterans Affairs
                   and the registrant.
10.9+              Asset Purchase Agreement dated December 18, 1998, between
                   the registrant and Baxter Healthcare Corporation, as
                   amended.
10.10+             Loan and Security Agreement and Standby Facility Agreement,
                   dated January 27, 2000, between Silicon Valley Bank and the
                   registrant, as amended.
</TABLE>

    
 

<PAGE>
 
   

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                               DESCRIPTION OF DOCUMENT
-------            ------------------------------------------------------------
<S>                <C>
10.11**+           Vertical Hosted License Agreement, dated August 21, 1999,
                   between the registrant and Commerce One, Inc., as amended.
10.12+             Form of Director and Officer Indemnity Agreement.
10.13+             1992 Equity Incentive Plan, as amended.
10.14+             1995 Management Stock Option Plan.
10.15+             1997 Employee Stock Purchase Plan, as amended.
10.16+             1999 Equity Incentive Plan, as amended.
10.17+             Program Agreement, dated June 7, 1999, between General
                   Electric Company and the registrant.
10.18+             Employment Agreement, dated December 13, 1993, between the
                   registrant and Sheldon D. Asher.
10.19**+           Service Agreement, dated August 1, 1998, between the
                   registrant and Dade Behring, Inc., as amended.
10.20**            Collaborative Solutions Provider Agreement, dated July 10,
                   2001, between the registrant and Bergen Brunswig Drug
                   Company.
21.1+              Subsidiaries of the registrant.
23.1               Consent of Ernst & Young LLP, Independent Auditors.
23.2               Consent of PricewaterhouseCoopers LLP, Independent
                   Accountants.
23.3               Consent of Cooley Godward LLP. Reference is made to
                   Exhibit 5.1.
24.1+              Powers of Attorney. Reference is made to Page II-5.
</TABLE>

    
 
------------------------
 
*   To be filed by amendment.
 
**  Confidential treatment requested.
 
+   Previously filed.





<PAGE>

                                                                     EXHIBIT 4.1


<TABLE>
<S>                                                                                <C>

            NUMBER                                                                                            SHARES
OMC                                                  [OMNICELL-TM- LOGO]

THIS CERTIFICATE IS TRANSFERABLE IN    INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE    SEE REVERSE FOR CERTAIN DEFINITIONS
CANTON, MA, JERSEY CITY, NJ 
AND NEW YORK, NY                                                                                        CUSIP 68213N 10 9


This Certifies that










is is the record holder of


                           FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF

                      --------------------------------                -------------------------------- 
------------------------------------------------------ OMNICELL, INC. ------------------------------------------------------
                      --------------------------------                -------------------------------- 

transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this 
certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the 
Registrar.
    WITNESS the facsimile signatures of the Corporations' duly authorized officers.

    Dated:



             /s/ Robert J. Brigham                                            /s/ Sheldon D. Asher


              Corporate Secretary                                      President and Chief Executive Officer


                                                                                    COUNTERSIGNED AND REGISTERED:
                                                                                         EQUISERVE TRUST COMPANY, N.A.
                                                                                                                  TRANSFER AGENT
                                                                                                                   AND REGISTRAR
                                                                                    By: /s/ Charles V. Rossi
                                                                                                            AUTHORIZED SIGNATURE
</TABLE>




<PAGE>

    The Corporation shall furnish without charge to each stockholder who so 
requests a statement of the powers, designations, preferences and relative, 
participating, optional, or other special rights of each class of stock of 
the Corporation
 or series thereof and the qualifications, limitations or 
restrictions of such preferences and/or rights. Such requests shall be made 
to the Corporation's Secretary at the principal office of the Corporation.

    The following abbreviations, when used in the inscription on the face of 
this certificate, shall be construed as though they were written out in full 
according to applicable laws or regulations:


<TABLE>
<S>                                                        <C>
TEN COM -- as tenants in common                             UNIF GIFT MIN ACT-- _______________ Custodian __________________
TEN ENT -- as tenants by the entireties                                              (Cust)                    (Minor)
JT TEN  -- as joint tenants with right of                                        under Uniform Gifts to Minors
           survivorship and not as tenants                                       Act _______________________________________
           in common                                                                                 (State)
                                                             UNIF TRF MIN ACT-- _______________ Custodian (until age ______)
                                                                                     (Cust)
                                                                                ____________________ under Uniform Transfers
                                                                                      (Minor)
                                                                                to Minors Act ______________________________
                                                                                                        (State)
</TABLE>


        Additional abbreviations may also be used though not in the above list.

    For Value Received, _______________________________________ hereby 
sell(s), assign(s) and transfer(s) unto

  PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------------

--------------------------------------------

_______________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_______________________________________________________________________________

_______________________________________________________________________________

________________________________________________________________________ Shares
of the common stock represented by the within certificate, and do hereby 
irrevocably constitute and appoint

______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with 
full power of substitution in the premises.

Dated ________________________

                                            X ________________________________

                                            X ________________________________
                                      NOTICE: THE SIGNATURE TO THIS 
                                              ASSIGNMENT MUST CORRESPOND WITH 
                                              THE NAME AS WRITTEN UPON THE 
                                              FACE OF THE CERTIFICATE IN 
                                              EVERY PARTICULAR, WITHOUT 
                                              ALTERATION OR ENLARGEMENT OR 
                                              ANY CHANGE WHATEVER.


Signature(s) Guaranteed


By _________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN 
ELIGIBLE GUARANTOR INSTITUTION (BANKS, 
STOCKBROKERS, SAVINGS AND LOAN 
ASSOCIATIONS AND CREDIT UNIONS WITH 
MEMBERSHIP IN AN APPROVED SIGNATURE 
GUARANTEE MEDALLION PROGRAM), PURSUANT TO 
S.E.C. RULE 17Ad-15.






<PAGE>
                                                                     EXHIBIT 5.1
 

<TABLE>
<S>                                                           <C>                <C>
                                                              ATTORNEYS AT LAW   Broomfield, CO
[LOGO]                                                                           720 566-4000
 
                                                              Five Palo Alto     Denver, CO
                                                              Square             303 606-4800
                                                              3000 El Camino     Kirkland, WA
                                                              Real               425 893-7700
                                                              Palo Alto, CA      Menlo Park, CA
                                                              94306-2155         650 843-5100
                                                              Main     650       Reston, VA
                                                              843-5000           703 456-8000
                                                              Fax       650      San Diego, CA
                                                              849-7400
        , 2001                                                www.cooley.com     858 550-6000
                                                                                 San Francisco, CA
                                                                                 415 693-2000
 
Omnicell, Inc.                                                ROBERT J. BRIGHAM
1101 East Meadow Drive                                        650 843-5053
Palo Alto, CA 94303                                           rbrigham@cooley.com
</TABLE>

 
Ladies and Gentlemen:
 
You have requested our opinion with respect to certain matters in connection
with the filing by Omnicell, Inc. (the "Company") of a Registration Statement on
Form S-1 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") covering an underwritten public offering of up to
six million nine hundred thousand (6,900,000) shares of Common Stock (the
"Common Stock").
 
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Certificate of
Incorporation, as amended, and Bylaws, as currently in effect, and the originals
or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment
 are necessary
or appropriate to enable us to render the opinion expressed below; and
(ii) that the shares of Common Stock will be sold by the Underwriters at a price
established by the Pricing Committee of the Board of Directors of the Company.
 
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid and
non-assessable.
 
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included on the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
 
Very truly yours,
 
COOLEY GODWARD LLP
 

<TABLE>
<S>                     <C>                                         <C>
By:
                        -----------------------------------------
                        Robert J. Brigham
</TABLE>




<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 

                                                                   EXHIBIT 10.20

                   COLLABORATIVE SOLUTIONS PROVIDER AGREEMENT


     This Collaborative Solutions Provider Agreement ("Agreement") is entered
into as of July 10, 2001 (the "Effective Date") by and between Bergen Brunswig
Drug Company, a California corporation ("Bergen") and Omnicell.com, a California
corporation ("Omnicell").

                                    RECITALS

     WHEREAS, Omnicell is a provider of clinical infrastructure and workflow
automation solutions for the healthcare industry;

     WHEREAS, Bergen is a wholesale distributor of pharmaceutical products and
provider of other goods and services;

     WHEREAS, the parties hereto desire to enter into this Agreement for the
purpose of setting forth the terms and conditions whereby Omnicell and Bergen
shall collaborate to jointly market one another's products and services and to
leverage their respective strengths in supply automation and hospital pharmacy
to compete more effectively in the automation and drug distribution
marketplaces.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the mutual
 covenants of the parties set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties agree
as follows:

1. COLLABORATION ACTIVITIES.

     1.1 Omnicell is in the business of providing clinical infrastructure and
workflow automation solutions. Omnicell's offerings include: Omnicell pharmacy
system, Sure-Med pharmacy system, supply systems and combination systems.

          The Omnicell and Sure-Med pharmacy systems, together with all other
future and existing products, modifications, enhancements, revisions and
upgrades thereof shall be referred to as the "Omnicell Products".

     1.2 Omnicell and Bergen will use commercially reasonable efforts to
collaborate in identifying, targeting and providing business opportunities to
prospective and existing customer accounts, including exchanging customer lists
(each on a strictly confidential basis), mutually analyzing and prioritizing
sales opportunities and conducting no less than quarterly meetings to effect the
purposes of this Agreement.

     1.3 The parties contemplate that the marketplace for their respective
products will from time-to-time require bundled offerings of automation, drug
distribution, and in some cases, e-commerce platforms (collectively, "Bundled
Offering" or "Bundled Offerings").

[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       1


<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 

     1.4 Bergen and Omnicell each have certain software platforms currently
known as InterLinx(TM) COE and OmniBuyer(TM), respectively, as the same exist or
may be changed or replaced from time to time (collectively, the "Software
Platforms"), which the parties intend to utilize on a customer-by-customer basis
as part of a Bundled Offering pursuant to terms and conditions of a separately
negotiated written agreement.

     1.5 In the event either party receives from a customer or prospective
customer a request for proposal, whether formal or informal, verbal or written
(each, an "RFP") which contemplates a Bundled Offering, the party receiving the
RFP shall promptly notify in writing the other party and communicate the details
of the RFP to the other party. Such other party will have the absolute right of
first refusal to participate in responding to the RFP. If the other party does
not indicate within thirty (30) days of receipt of notice of the RFP its desire
to participate in responding to the RFP, such party will be deemed to have
waived its right to participate.

     1.6 In the event a customer or prospective customer of either party has
requested a Bundled Offering or the parties have identified a customer for which
a Bundled Offering will be initiated, each party commits to use its commercially
reasonable efforts and provide adequate resources to collaborate with the other
party in good faith to create a Bundled Offering that has greater value to the
customer or prospective customer than the sum of the respective individual
offerings of Omnicell and Bergen. In such circumstances, neither Omnicell nor
Bergen shall negotiate outside the Bundled Offering with the customer unless the
other consents prior to such separate negotiations.

     1.7 Subject to the goals set forth in Subsection 1.6 above, each party will
have sole discretion and control over the final price structure for its
respective products and services whether or not included within a Bundled
Offering. In all circumstances, any prospective customer shall be given the
option of selecting either party's individual offering for automation and drug
distribution, respectively.

     1.8 Any development will be limited to ensuring that both companies'
e-commerce products and Software Platforms interface effectively. Any
development or integration of the party's e-commerce and Software Platforms,
each subject to the mutual approval(s) of the parties, shall be by separate
written agreements and under such terms and conditions as agreed upon by the
Chief Information Officer or Chief Technology Officer, as applicable, of each
respective company. Development of any new products will be discussed and
mutually agreed upon individually and as requested by customers.

     1.9 The designated Marketing Executives of each company shall meet annually
to plan the scope of joint marketing activities and approve a joint marketing
budget for purposes of this Agreement and the amount of marketing dollars
Omnicell will make available to Bergen for additional marketing activities. In
addition, each party shall make available to the other at no charge a sufficient
number of brochures and other printed materials.

2. SCOPE OF AGREEMENT.

     The relationship of the parties shall be as set forth in Schedule A.

[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       2


<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 

3. OBLIGATIONS OF BERGEN.

     3.1 Bergen shall from time to time and upon request of Omnicell provide to
Omnicell such information as Bergen deems appropriate describing Bergen's
products and services.

     3.2 Bergen will be solely responsible for providing to joint customers of
Omnicell and Bergen all drug distribution and related services and support.

     3.3 Bergen shall be solely responsible for all compensation to Bergen's
sales and other Bergen personnel.

     3.4 Subject to the other provisions of this Agreement, Bergen in its sole
but reasonable discretion will utilize the resources of its National Health
Systems sales force, Pharmacy Business Solutions consulting group and/or such
other resources as it deems appropriate to carry out its obligations under this
Agreement.

     3.5 Bergen shall designate certain personnel (as the same may be changed
from time-to-time in Bergen's sole but reasonable discretion) for each of the
designated functions in order to carry out the purposes of this Agreement:

          STRATEGIC EXECUTIVE - responsible for the definitive agreements,
          corporate relationship and joint development efforts and project
          expansion.

          SALES EXECUTIVE - responsible for handling joint RFP's, prioritizing
          customer opportunities, sales training on Bergen sales force and
          consultants and ongoing solutions development.

          MARKETING EXECUTIVE - responsible for project support and providing
          sales support, marketing studies and related materials.

     3.6 During the Term of this Agreement, Bergen will commit to service level
commitments in those hospitals and health systems where Omnicell and Bergen have
a joint customer relationship that arose as a result of a Bundled Offering of
Omnicell and Bergen.

4. OBLIGATIONS OF OMNICELL.

     4.1 Omnicell shall from time to time and upon request of Bergen provide to
Bergen such information as Omnicell deems appropriate describing Omnicell's
products and services.

     4.2 Omnicell will be solely responsible for providing all installations of
Omnicell Products and ongoing service support.

     4.3 Omnicell shall be solely responsible for all compensation to Omnicell's
sales and other Omnicell personnel.

[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       3


<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 

     4.4 Subject to the other provisions of this Agreement, Omnicell in its sole
but reasonable discretion will utilize the resources of its national sales force
and/or such other resources as it deems appropriate to carry out its obligations
under this Agreement.

     4.5 Omnicell shall designate personnel (as the same may be changed from
time-to-time in Omnicell's sole but reasonable discretion) for each of the
designated functions in order to carry out the purposes of this Agreement:

          STRATEGIC EXECUTIVE - responsible for the definitive agreements,
          corporate relationship and joint development efforts and project
          expansion.

          SALES EXECUTIVE - responsible for handling joint RFP's, prioritizing
          customer opportunities, sales training on Omnicell's sales force and
          consultants and ongoing solutions development.

          MARKETING EXECUTIVE - responsible for project support and providing
          sales support, marketing studies and related materials.

     4.6 During the Term (as defined herein) of this Agreement, Omnicell will
use its best efforts to have trained service and other certified personnel in
all geographic areas where its automation is utilized and will use its
commercially reasonable efforts to have its personnel in those geographic areas
where Omnicell and Bergen have a joint customer relationship that arose as a
result of a Bundled Offering of Omnicell and Bergen.

5. CERTAIN REMUNERATION.

     The parties shall have those obligations as set forth in Schedule B.

6. TERM.

     6.1 The Term of this Agreement shall commence on the Effective Date of this
Agreement and shall continue for a period of five years, unless otherwise
terminated as provided herein ("Initial Term"). This Agreement may be extended
for additional five (5) year terms as mutually agreed upon in writing between
the parties (collectively with the Initial Term, as the "Term"). Either party
may terminate this immediately upon the occurrence of either of the following
events (a termination for cause):

          6.1.1     the failure by a party to cure a material breach of this
                    Agreement within thirty (30) days of written notice thereof,
                    or

          6.1.2     upon the (i) filing of an application by a party to this
                    Agreement for, or its consent to, the appointment of a
                    trustee, receiver, or custodian of its assets; (ii) the
                    entry of an order for relief with respect to a party in
                    proceedings under the United States Bankruptcy Code, as
                    amended or superseded from time to time; (iii) the making by
                    a party of any general assignment for the benefit of
                    creditors; (iv) the entry of an 

[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       4


<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 

                    order, judgment, or decree by any court of competent
                    jurisdiction appointing a trustee, receiver, or custodian of
                    the assets of a party unless the proceedings and the person
                    appointed are dismissed within ninety (90) days; or (v) the
                    failure by a party generally to pay its debts as the debts
                    become due within the meaning of Section 303(h)(1) as
                    amended or superseded from time to time, of the United
                    States Bankruptcy Code, as determined by a bankruptcy court,
                    or in the event of a party's admission in writing of its
                    inability to pay its debts as they become due.

     6.2 The parties rights set forth in this Section 6 are in addition to any
other rights or remedies available herein, at law, in equity or otherwise.

     6.3 Upon termination of this Agreement for any reason and upon request of
the other party each party shall immediately return to the other party any
Confidential Information of the other party that it has in its possession.

7. USE OF TRADEMARKS.

     7.1 During the Term of this Agreement, Bergen may use, only in connection
with Bergen's marketing and promotion of the Omnicell Products, trademarks,
insignias, logos, proprietary marks and the like related to the Omnicell
Products owned or controlled by Omnicell or its affiliated companies, in each
case subject to the prior written consent of Omnicell as to the form and content
of such use.

     7.2 During the Term of this Agreement, Omnicell may use, only in connection
with Omnicell's marketing and promotion of the Bergen products and services,
trademarks, insignias, logos, proprietary marks and the like related to the
Bergen products and services owned or controlled by Bergen or its affiliated
companies, in each case, subject to the prior written consent of Bergen as to
the form and content of such use.

8. CONFIDENTIAL INFORMATION AND OTHER MATTERS.

     8.1 Bergen acknowledges that it may acquire and develop certain non-public
knowledge, information and material concerning Omnicell, its business,
customers, products and services which are and shall be the trade secrets and
confidential and proprietary information of Omnicell (the "Omnicell Confidential
Information"). Bergen shall hold such Omnicell Confidential Information in
strict confidence and, except for disclosure to Bergen employees so long as such
disclosure is necessary for Bergen in the exercise of its rights hereunder, not
disclose it to others, not use it in any way or permit others to use it in any
way, commercially or otherwise, and not allow any unauthorized person, firm or
corporation access to such Omnicell Confidential Information either before or
after termination of this Agreement, without the prior written consent of
Omnicell or unless the third party is an end-user or customer who agrees to
abide by a confidentiality agreement which has the effect of protecting
Omnicell's rights and interests in the Omnicell Products to the extent set forth
herein.

     8.2 Omnicell acknowledges that it may acquire and develop certain
non-public knowledge, information and material concerning Bergen, its affiliated
companies and their respective businesses, customers, products and services
which are and shall be the trade 

[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       5


<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 

secrets and confidential and proprietary information of Bergen or its affiliated
companies (hereinafter, the "Bergen Confidential Information"). Omnicell shall
hold such Bergen Confidential Information in strict confidence and, except for
disclosure to Omnicell employees so long as such disclosure is necessary for
Omnicell in the exercise of its obligations hereunder, not disclose it to
others, not use it in any way or permit others to use it in any way,
commercially or otherwise, and not allow any unauthorized person, firm or
corporation access to such Bergen Confidential Information either before or
after termination of this Agreement, without the prior written consent of Bergen
or unless the third party is an end-user or customer who agrees to abide by a
confidentiality agreement which has the effect of protecting Bergen's rights and
interests to the extent set forth herein.

     8.3 The Bergen Confidential Information and the Omnicell Confidential
Information shall hereinafter be collectively referred to as the "Confidential
Information." The Confidential Information shall not include information if (i)
as evidenced by written records, it was in the lawful possession of the
receiving party at the time of disclosure; (ii) at the time of disclosure, it is
in the public domain; (iii) after disclosure, it becomes, through no act or
omission on the part of the receiving party, in the public domain; or (iv) it
was lawfully and independently obtained from a third party who was not under
obligation of confidentiality to the disclosing party of any of its affiliates
either by law or under an express or implied agreement.

9. CERTAIN REMEDIES; INDEMNIFICATION.

     9.1 Bergen and Omnicell acknowledge and agree that the covenants and
agreements in Sections 8, 9 and 14 of this Agreement are made for the benefit of
the other and shall survive the termination of this Agreement for a period of
five (5) years. The parties acknowledge and agree that any breach by the other
of their respective covenants and agreements contained herein will result in
irreparable harm to the non-breaching party and that such party shall be
entitled to injunctive relief for such breach in addition to other relief to
which that party shall be entitled.

     9.2 Bergen shall indemnify, defend and hold harmless Omnicell, its
subsidiaries, affiliated or related companies, directors, officers, employees
and agents, against all losses, damages, expenses, judgments, costs and
reasonable attorneys' fees arising out of a breach of this Agreement by Bergen
or its employees or agents and any claims based on infringement by the Bergen
Software Platforms or any portion thereof of any patents, copyrights, trade
secrets, or other proprietary rights of another or arising in connection with
Bergen's obligations to a joint customer of Bergen and Omnicell pursuant to a
separate agreement between Bergen and such customer; provided Omnicell promptly
notifies Bergen of such a claim; allows Bergen to control the defense,
settlement and compromise of such a claim; and provides reasonable cooperation
to Bergen in the defense of such a claim.

     9.3 Omnicell shall indemnify, defend and hold harmless Bergen, its
subsidiaries, affiliated or related companies, directors, officers, employees
and agents, against all losses, damages, expenses, judgments, costs and
reasonable attorneys' fees arising out of a breach of this Agreement by Omnicell
or its employees or agents and any claims based on infringement by the Omnicell
Products or the Omnicell Software Platforms, or any portion thereof, of any
patents, copyrights, trade secrets, or other proprietary rights of another or
arising in connection with Omnicell's obligations to a joint customer of Bergen
and Omnicell pursuant to a separate agreement between Omnicell and such customer
or based upon the 

[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       6


<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 

performance of Omnicell Products; provided Bergen promptly notifies Omnicell of
such a claim; allows Omnicell to control the defense, settlement and compromise
of such a claim; and provides reasonable cooperation to Omnicell in the defense
of such a claim.

     9.4 In addition to the foregoing, Omnicell shall indemnify Bergen for those
additional matters set forth in Schedule C.

     9.5 In connection with any claim or action brought by either party as a
result of or pursuant to the terms of this Agreement, both of these parties
agree that in no event shall either party be liable to the other party for any
consequential, special, punitive, exemplary, indirect or incidental damages
(including but not limited to loss of anticipated profits, loss of use, or loss
of product), whether or not foreseeable and irrespective of the theory or cause
of action upon which such damages might be based, including but not limited to
negligence or other tort, contract, strict liability, breach of warranty, or
otherwise.

10. RELATIONSHIP OF PARTIES.

     This Agreement does not in any way create the relationship of joint
venture, partnership or principal and agent between Omnicell and Bergen. Each
party is an independent contractor, and as such, shall not act or represent
itself, directly or indirectly or by implication, as agent for the other or
assume or create any obligation on behalf of or in the name of the other, or
otherwise bind the other in any manner. Without limiting the generality of the
foregoing, Bergen, nor its agents or employees, shall not have the authority to
accept orders for the Omnicell Products binding upon Omnicell or otherwise enter
into binding agreements of any nature whatsoever on behalf of Omnicell, without
the prior consent of Omnicell.

11. NON-COMPETE.

     During the Term of this Agreement, Bergen shall not compete with Omnicell
by entering into the automation dispensing markets and Omnicell will not compete
with Bergen by entering into the drug distribution market. If either party or an
affiliated company of that party is acquired by a competitor of the non-acquired
party, then in such event, the non-acquired party shall be entitled to terminate
this Agreement immediately and without penalty. For purposes of this Agreement,
an "affiliate" or an "affiliated company" means, with respect to a party, any
entity that, directly or indirectly, or through one or more intermediaries, owns
or controls, is owned or controlled by, or is under common ownership or common
control with, that party. Likewise, "control" means either owning, directly or
indirectly, at least 51% of the voting stock or interests of a party (on a
fully-diluted basis) or having the ability, directly or indirectly, to elect a
majority of the board of directors or other governing members of a party.

12. COMPLIANCE WITH LAWS.

     Each party shall perform its obligations in compliance with all laws,
regulations, ordinances and orders ("Laws") of any applicable governmental
entity having jurisdiction over such party. Neither party shall be obligated to
perform any of the obligations contemplated by this Agreement to the extent
that, in the opinion of legal counsel to such party, doing so would violate any
Laws.

[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       7


<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 

13. DISPUTE RESOLUTION.

     In the event a dispute arises between the parties hereunder in respect of
how a service issue related to a joint customer should be resolved, either party
may submit to a local office of the American Arbitration Association a request
for mediation, whereupon each party will be obligated to proceed promptly in
good faith towards submitting the issue to a mediator for final and binding
resolution.

14. MISCELLANEOUS.

     14.1 GOVERNING LAW. This Agreement shall be governed by, interpreted and
construed in accordance with the laws of the State of California without regard
to its choice of law provisions. The parties to this Agreement each hereby
irrevocably submit to the jurisdiction of the Superior Court of the County of
Orange, California, or the United States District Court for the Central District
of California for the purpose of any suit, action, or other proceeding arising
out of this Agreement.

     14.2 ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties with respect to the matters covered herein and may not be amended,
altered or modified except in writing, signed and agreed to by an authorized
representative of each party.

     14.3 COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, and such counterparts shall together
constitute but one and the same Agreement, binding upon the parties hereto.

     14.4 NO WAIVER. The failure of a party at any time to enforce any
provisions of this Agreement shall not be construed as a waiver of any provision
of this Agreement, or of the right of such party thereafter to enforce each and
every provision of this Agreement.

     14.5 ATTORNEYS FEES. In the event that any dispute between the parties
under this Agreement should result in any suit, action, or other proceeding,
then the prevailing party shall be entitled to recover from the other party all
reasonable fees, costs and expenses (including reasonable attorneys fees)
incurred in connection with such suit, action or proceeding.

     14.6 NOTICES. Any notice, request, demand or other communication required
or permitted under the terms of this Agreement must be in writing and must be
delivered personally or sent by a nationwide overnight air courier service
(prepaid, receipt acknowledgement requested), or by registered or certified mail
(postage prepaid, return receipt requested), addressed as shown below:

               Notices to Bergen should be sent to:

               Bergen Brunswig Drug Company
               Attn:  President
               4000 Metropolitan Drive
               Orange, California  92868

               With a copy to:

[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       8


<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 


               Bergen Brunswig Corporation
               Attn:  Chief Legal Officer
               4000 Metropolitan Drive
               Orange, California  92868

               Notices to Omnicell should be sent to:

               Omnicell
               Attn:  Chief Financial Officer
               1101 East Meadow Drive
               Palo Alto, CA  94303

               With a copy to:

               Omnicell
               Attn:  Corporate Counsel
               1101 East Meadow Drive
               Palo Alto, CA  94303

     14.7 SEVERABILITY. If any provision or the scope of any provision of this
Agreement is found to be unenforceable or too broad in any respect pursuant to
any judicial decree or decision to permit enforcement to its full extent, such
provisions shall then be enforced to the maximum extent permitted by law, and
the parties consent and agree that such provisions shall be curtailed only to
the extent necessary to conform to law.

     14.8 ASSIGNMENT. Neither party may assign this Agreement without the prior
written consent of the other party (such consent not to be unreasonably
withheld), except to an affiliated entity. For purposes of this Section, any
transfer, sale, merger or consolidation of a party, or the sale of a substantial
portion of such party's assets, whether by contract, agreement, operation of
law, or any other transaction or series of related transactions transferring all
or substantially all of the party's business, assets (including this Agreement),
stock, or control shall be deemed an assignment and require the prior written
consent of the other party, but shall not modify, supplement, or terminate the
rights or obligations of the parties hereunder. Omnicell acknowledges that
Bergen Brunswig Corporation and AmeriSource Health Corporation have entered into
that certain Agreement and Plan of Merger dated March 16, 2001 (the "AmeriSource
Bergen Merger Agreement"), and for purposes of this provision Omnicell hereby
gives its consent for the assignment that may be deemed to occur upon
consummation of the transactions contemplated by such merger agreement. Bergen
acknowledges that Omnicell intends to make an initial public offering of its
common stock pursuant to its registration statement on file with the SEC and to
reincorporate in Delaware, and for purposes of this provision Bergen hereby
gives its consent for the assignment that may be deemed to occur upon
consummation of the transactions contemplated by such offering and
reincorporation. This Agreement shall be binding upon the parties hereto and
their successors, heirs and assigns, as permitted.

     14.9 FORCE MAJEURE. No Party shall be responsible or considered in breach
of this Agreement for any delay or failure in the performance of any obligation
of this Agreement to the extent that such failure or delay is caused by acts of
God, fires, explosions, labor disputes, accidents, civil disturbances, material
shortages or other similar causes beyond its 

[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       9


<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 

reasonable control, even if such delay or failure is foreseeable; provided,
however, that the non-performing Party provides notice of such cause preventing
or delaying performance and resumes its performance as soon as practicable and
provided further that the other parties may terminate this Agreement upon notice
if such non-performance continues for a period of ninety (90) days.

     14.10 USE OF NAME. Neither Party hereto shall use the name of the other
Party in any third party or public disclosure, including without limitation any
advertising, offering materials, prospectus or filings with any governmental
entity without prior written approval of such Party, such approval not to be
unreasonably withheld.

     14.11 CONFIDENTIAL TREATMENT. In the event a Party is required in the
opinion of counsel to file this Agreement as part of or in connection with a
filing made with the Securities and Exchange Commission, such Party shall seek
confidential treatment of the information set forth in Schedule A, Schedule B
and Schedule C.

     IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
date first above written.


<TABLE>
<S>                                                           <C>
OMNICELL.COM, a California corporation                        BERGEN BRUNSWIG DRUG COMPANY, a California corporation

By:                                                           By:                                                  
   --------------------------------------------------            --------------------------------------------------

Name:                                                         Name:                                                
     ------------------------------------------------              ------------------------------------------------

Its:                                                          Its:                                                 
    -------------------------------------------------             -------------------------------------------------

Date:                                                         Date:                                                
     ------------------------------------------------              ------------------------------------------------
</TABLE>



[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       10


<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 


                                   SCHEDULE A


     1. Omnicell shall not [*] during the Term of the Agreement and 
represents to Bergen that it has not [*] prior to the Term of this Agreement.

     2. Omnicell may [*]. Notwithstanding the foregoing, [*].

     3. Bergen shall not [*] during the Term of the Agreement and represents 
to Omnicell that it has not [*] prior to the Term of this Agreement.

     4. Bergen may [*]. Notwithstanding the foregoing, the [*].

[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       11


<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 

                                   SCHEDULE B

     1. In the event Bergen acquires Omnicell shares of stock in the initial 
public offering or otherwise makes an "investment" pursuant to Paragraph 6 
below, Omnicell, at such time, shall begin to pay to Bergen a commission of 
[*] ("Commission") at accounts as defined in Paragraph 1. Commissions are due 
to Bergen from Omnicell under the following circumstances: 

     (A)  [*]

     (B)  [*]

     (C)  [*]

     (D)  [*]

     (E)  [*]

The Commission called for by this Paragraph 1 will be paid so long as [*] 
while (i) this Agreement remains in full force and effect between the parties 
and within six (6) months after termination of this Agreement for any reason; 
and (ii) the agreement between Bergen and the account remains in full force 
and effect or within six (6) months after termination of such agreement. In 
the event the Parties wish to enter into a similar arrangement with respect 
to commissions for [*], those commissions shall be subject to a separate 
written agreement as may be negotiated between the Parties. In the event 
Bergen does not acquire Omnicell shares of stock in the IPO or otherwise make 
an 

[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       12


<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 


investment, Omnicell will not be required to pay to Bergen any Commissions
hereunder.

     2. Omnicell's cash payment of Commissions to Bergen shall occur by the end
of the month following the month in which Omnicell receives payment from the
applicable customer.

     3. Omnicell shall provide a monthly accounting to Bergen for [*] that 
meet any of the thresholds detailed in Paragraph 1 above. All sums payable 
hereunder shall be paid without notice, demand set off or deduction.

     4. The Parties hereto shall have the right on thirty (30) days written
notice to the other Party, to audit each other's books and records relating to
the accounting of revenues or for any other purpose reasonably related to the
other Party's obligations under this Agreement, provided that such audits shall
occur no more than twice in any calendar year and shall take place at the
offices of the auditee at the expense of the auditor, during normal business
hours.

     5. In connection with any initial public offering ("IPO") of shares of
capital stock of Omnicell, Omnicell agrees to reserve for offer to Bergen shares
of such stock at the initial offering price for such shares with an aggregate
value equivalent to five million dollars ($5,000,000), provided that such shares
have been registered with the U.S. Securities and Exchange Commission (the
"SEC") pursuant to an appropriate registration statement under the Securities
Act of 1933, as amended, which registration statement will have been declared
effective by the SEC, and provided further that such IPO occurs on or before
December 31, 2001. Except in connection with any required pledge of collateral
pursuant to any financing agreements previously entered into between Bergen's
parent corporation and any third party, and except in connection with any
successor entity restructuring subsequent to the merger contemplated by the
Amerisource Bergen Merger Agreement, Bergen shall not assign, transfer, sell,
pledge, hypothecate or otherwise dispose of such shares for a period of one (1)
year from the date of the IPO; provided, however, in the event of a change in
control (as defined hereinafter) of Omnicell during such one (1) year period of
restriction, such restriction shall automatically terminate and Bergen shall
have the right to make any disposition of the shares as it deems appropriate in
its sole discretion. For purposes of the foregoing, "change in control" shall
mean (i) any change in the ownership or effective control of Omnicell, or (ii)
any change in the ownership of a substantial portion of the assets of Omnicell;
all within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended to date, or any successors provision thereto, regulations (including
temporary and proposed regulations) promulgated thereunder, and judicial
interpretations of Section 280G and the regulations.

     6. In the event that the IPO is not consummated, prior to December 31, 2001
Bergen will have the option, but not the obligation, to make an investment
ranging between three million dollars ($3,000,000) and five million dollars
($5,000,000) in Omnicell, on such terms as may be mutually agreeable to the
Parties and memorialized by written instruments (the "Investment").

[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       13


<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 

                                   SCHEDULE C


     [*]



[ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       14



<PAGE>
                                                                    EXHIBIT 23.1
 
               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 26, 2001 (except for Note 18, as to which the
date is June 20, 2001 and Note 19, as to which the date is           , 2001), in
the Registration Statement (Form S-1) and related Prospectus of Omnicell, Inc.
for the registration of 6,000,000 shares of its common stock.
 
Our audits also included the financial statement schedule of Omnicell, Inc.
listed in Item 16(b). This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, the financial statement schedule referred to above, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
 
San Jose, California
 
--------------------------------------------------------------------------------
 
The foregoing consent is in the form that will be signed upon completion of the
name change and reverse stock split described in Notes 1 and 19 to the
consolidated financial statements.
 
                                                           /s/ ERNST & YOUNG LLP
 
San Jose, California
July 23, 2001





<PAGE>
                                                                    EXHIBIT 23.2
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
    We hereby consent to the use in this Registration Statement on Form S-1 of
our report dated July 30, 1999, except for Notes 2 and 12, which are as of
January 23, 2001, relating to the financial statements of the Sure-Med Division
of Baxter Healthcare Corporation, an indirect division of Baxter International
Inc., which appear in this Registration Statement. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
 
/s/ PRICEWATERHOUSECOOPERS LLP
 
PricewaterhouseCoopers LLP
Chicago, Illinois
July 20, 2001