UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.  20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 13, 2018

 

OMNICELL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-33043

 

94-3166458

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(IRS Employer
Identification Number)

 

590 East Middlefield Road
Mountain View, CA  94043

(Address of principal executive offices, including zip code)

 

(650) 251-6100

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On September 13, 2018, Robin G. Seim notified Omnicell, Inc. (the “Company”) that he will retire and depart from his role as President, Global Automation and Medication Adherence, effective March 15, 2019.

 

In addition, on September 13, 2018, the Board of Directors of the Company (the “Board”) increased the size of the Board from eight (8) to nine (9) members effective March 18, 2019 and elected Mr. Seim to serve as a member of the Board to fill this newly created position on the Board in the class of directors the term of which expires in 2020, effective March 18, 2019.

 

In connection with his election to the Board, Mr. Seim will be granted a non-qualified stock option (the “Initial Board Grant”) for such number of shares of the Company’s common stock as is determined by dividing $150,000 by the closing price of the Company’s common stock as quoted on the NASDAQ Global Market on the date of grant, pursuant to the Company’s Amended and Restated 2009 Equity Incentive Plan (the “Plan”). The Initial Board Grant will vest in equal annual installments over three years from the date of grant. Mr. Seim will also be granted a prorated annual board member restricted stock grant (the “Annual Board Grant”) pursuant to the Plan. The Annual Board Grant will vest in full on the date of the Company’s subsequent annual meeting of stockholders, so long as Mr. Seim remains a director until such date.

 

A copy of the press release announcing the foregoing is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit
Number

 

Description

99.1

 

Press Release entitled “Rob Seim to retire and join Omnicell Board of Directors” dated September 14, 2018

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

OMNICELL,  INC.

 

 

 

 

Dated:  September 14, 2018

By:

/s/ Dan S. Johnston

 

 

Dan S. Johnston

 

 

Executive Vice President and Chief Legal & Administrative Officer

 

3


Exhibit 99.1

 

For more information, contact:

 

Jamie Conroy

Jessika Parry

Omnicell, Inc.

Next Step Communications

(727) 310-3222

(781) 326-1741

Jamie.conroy@omnicell.com

omnicell@nextstepcomms.com

 

Rob Seim to retire and join Omnicell Board of Directors

 

Mountain View, Calif., (September 14, 2018) — Omnicell, Inc. (NASDAQ: OMCL), the leading provider of medication and supply management technology across the continuum of care, today announced that Rob Seim, President of Global Automation and Medication Adherence, has indicated his intent to retire as of March 15, 2019. The company also announced the appointment of Mr. Seim to the Board of Directors following his retirement.  Mr. Seim served Omnicell as its Chief Financial Officer for nearly 10 years and was also Executive Vice President of Finance, Administration, and Manufacturing during that time.  For the past three years, Mr. Seim has served as President of Global Automation and Medication Adherence which includes responsibility for all of the non-US business of Omnicell, several product lines, and worldwide manufacturing.    During his 13 years at Omnicell, revenue grew over 550% and market valuation grew over 8 fold.

 

“Rob has been an instrumental member of the leadership team since joining Omnicell in 2006,” said Randall Lipps, Omnicell Chairman, President, Chief Executive Officer and Founder. “As a member of Omnicell’s Board of Directors, we will continue to have access to Rob’s experience, insight, and financial acumen as he transitions to the next chapter of his life.”

 

Mr. Seim has provided sufficient notice for the company to make a thoughtful and orderly transition of his responsibilities, which will be announced closer to his actual date of retirement in 2019.   “Omnicell is uniquely positioned in the healthcare market with solutions that automate pharmacy and supply workflows, freeing clinicians to focus on patients, improving patient safety, and driving down costs of healthcare,” said Mr. Seim. “I’ve been very fortunate to be able to contribute to Omnicell’s vision of improving healthcare for everyone and look forward to continuing to contribute to the company’s success as a board member.”

 

About Omnicell

 

Since 1992, Omnicell (NASDAQ: OMCL) has been inspired to create safer and more efficient ways to manage medications and supplies across all care settings. Omnicell is revolutionizing the patient medication experience from hospital to home by empowering providers to keep each patient at the center of care. The Company’s autonomous approach to medication management leverages a differentiated platform for hardware and workflow software solutions, real-time predictive intelligence, and performance-driven partnerships to help drive operational, financial, and clinical success for customers.

 

Supporting the highest level of patient safety is essential to excellent patient care. As a leader in medication and supply dispensing automation, central pharmacy automation, IV robotics, analytics software, and medication adherence and packaging systems, Omnicell is focused on delivering solutions for medication availability, affordability, safety, and adherence. Over 4,500 facilities worldwide use Omnicell® automation and analytics solutions to increase operational efficiency, reduce medication errors, deliver actionable intelligence, and improve patient safety.

 

Omnicell’s innovative medication adherence solutions, used by over 32,000 institutional and retail pharmacies in North America and the United Kingdom, are designed to improve patient engagement and adherence to prescriptions, helping to reduce costly hospital readmissions.

 

For more information about Omnicell, Inc. please visit www.omnicell.com.

 

OMCL-G

 

Editor’s Notes:

1.                                      All Omnicell news releases (financial, acquisitions, products, technology etc.) are issued exclusively by PR Newswire and are immediately thereafter posted on the company’s external website, omnicell.com.

2.                                      Omnicell and the Omnicell logo design are registered trademarks of Omnicell, Inc.

3.                                      All other brand or product names may be trademarks or registered trademarks of their respective companies.