Omnicell, Inc.
OMNICELL, Inc (Form: 8-K, Received: 04/28/2008 16:42:43)

 

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):  April 28, 2008

 

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)

 

1201 Charleston 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))

 

 



 

Item 7.01  Regulation FD Disclosure

 

On April 28, 2008, Omnicell, Inc., a Delaware corporation (the “Company”), announced that its Board of Directors has approved a stock repurchase plan providing for the repurchase of up to $50 million of the Company’s common stock. The timing, price and volume of repurchases will be based on market conditions, relevant securities laws and other factors. The stock repurchases may be made from time to time on the open market, in privately negotiated transactions or pursuant to a Rule 10b5-1 plan. The stock repurchase program does not obligate the Company to repurchase any specific number of shares, and the Company may terminate or suspend the repurchase program at any time.

 

A copy of the Company’s press release announcing these matters is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit
Number

 

Description

99.1

 

Press Release entitled “Omnicell Announces Common Stock Repurchase Program” issued on April 28, 2008.

 

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:  April 28, 2008

By:

/s/ Dan S. Johnston

 

 

Dan S. Johnston,
Vice President
and General Counsel

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Press Release entitled “Omnicell Announces Common Stock Repurchase Program” issued on April 28, 2008.

 

4


Exhibit 99.1

For more information, contact:

 

Deborah Reinert

Omnicell, Inc.

(650) 251-6403

deborahr@omnicell.com

 

Omnicell Announces Common Stock Repurchase Program

 

MOUNTAIN VIEW, Calif. – April 28, 2008 — Omnicell, Inc. (NASDAQ: OMCL), a leading provider of system solutions to acute healthcare facilities, announced today that its Board of Directors has approved the repurchase of an aggregate of up to $50 million of its Common Stock over the next 12 months. The Company’s Board of Directors decided to pursue this course of action after a review of the Company’s financial position and investment alternatives.  The Company expects the stock repurchase program to be accretive to earnings.

 

“This decision reflects our belief that our common stock is undervalued and does not reflect the intrinsic value of Omnicell, its performance and its prospects,” said Randall Lipps, Chairman, President and CEO of Omnicell. “The repurchase program supports our strategic growth initiatives while utilizing available cash to optimize stockholder value.  We believe Omnicell operations will continue to generate sufficient cash to make funds available for acquisitions and internal development.”

 

The purchases of common stock will be executed periodically as market and business conditions warrant on the open market, in negotiated or block trades, or under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws.  The stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and the timing and amount of any stock repurchased under the program will depend on market conditions, stock price, corporate and regulatory requirements, capital availability and other factors. Repurchases may be commenced or suspended at any time or from time to time without prior notice.

 

About Omnicell

 

Omnicell, Inc. (NASDAQ: OMCL) is a leading provider of systems and software solutions targeting patient safety and operational efficiency in healthcare facilities. Since 1992, Omnicell has worked to enhance patient safety and allow clinicians to spend more time with their patients.

 

Omnicell’s medication-use product line includes solutions for the central pharmacy, nursing unit, operating room, and patient bedside. Solutions range from large central pharmacy “smart inventory” carousels to small handheld devices. From the point at which a medication arrives at the receiving dock to the time it is administered, Omnicell systems store it, package it, bar code it, order it, issue it, and provide information and controls on its use and reorder.

 



 

Omnicell’s supply product lines provide a healthcare institution with fast, effective control of costs, capture of charges for payer reimbursement, and timely reorder of supplies. Products range from high-security closed-cabinet systems and software to open-shelf and combination solutions in the nursing unit, cath lab and operating room.

 

Omnicell’s mission is to provide the best customer experience in healthcare, helping hospitals reduce medication errors, operate more efficiently, and decrease costs. For more information, visit www.omnicell.com.

 

Forward-Looking Statement

 

Statements contained herein that are not historical fact may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may relate, among other things, to the Company’s ability to execute its common stock repurchase prog ram; the Company’s expected financial and operating results; its ability to build and grow its business; the benefits or advantages of the stock repurchase program, services, or products; its ability to achieve its goals, plans and objectives; its ability to attract and retain customers; and its acquisition and development activities. As such, they are subject to the occurrence of many events outside Omnicell’s control and are subject to various risk factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statement. The risk factors are described in the caption “Risk Factors” in the Company’s Securities and Exchange Commission (SEC) filings. Prospective investors are cautioned not to place undue reliance on forward-looking statements.