Omnicell, Inc.
OMNICELL, Inc (Form: S-8, Received: 08/30/2013 16:16:06)

 

As filed with the Securities and Exchange Commission on August 30, 2013

Registration No. 333-            

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-8

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

OMNICELL, INC.

 (Exact name of registrant as specified in its charter)

 

Delaware

 

94-3166458

(State of Incorporation)

 

(I.R.S. Employer Identification No.)

 

590 E. Middlefield Road

Mountain View, CA  94043

(650) 251-6100

 (Address of principal executive offices)

 

2009 Equity Incentive Plan

(Full title of the plan)

 

Randall A. Lipps

President and Chief Executive Officer

590 E. Middlefield Road

Mountain View, CA  94043

(650) 251-6100

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

 


 

Copies to:

 

Sally Kay, Esq.

Cooley LLP

Five Palo Alto Square

3000 El Camino Real

Palo Alto, CA  94306

(650) 843-5000

 


 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer  o

 

 

 

Accelerated filer

x

Non-accelerated filer  o

 

(Do not check if a smaller reporting company)

 

Smaller reporting company

o

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities
to be Registered

 

Amount to be Registered (1)

 

Proposed Maximum
Offering
Price per Share (2)

 

Proposed Maximum
Aggregate
Offering Price (2)

 

Amount of
Registration Fee

 

Common Stock, par value $0.001 per share

 

2,500,000 shares

 

$

21.87

 

$

54,675,000

 

$

7,457.67

 

(1)                                  Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.

 

(2)                                  Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act.  The offering price per share and aggregate offering price are based upon the average of the high and low prices of Registrant’s Common Stock as reported on The NASDAQ Global Market on August 28, 2013, in accordance with Rule 457(c) of the Securities Act.

 

The registration fee is calculated as follows:

 

Securities

 

Number of Shares

 

Offering Price
Per Share

 

Aggregate Offering
Price

 

Shares reserved for future issuance under the 2009 Equity Incentive Plan

 

2,500,000

 

$

21.87

 

$

54,675,000

 

 

 

 

 

 

 

 

 

Registration Fee

 

 

 

 

 

$

7,457.67

 

 

 

 



 

EXPLANATORY NOTE

 

Omnicell, Inc. (the “Registrant”) previously filed with the Securities and Exchange Commission Registration Statements on Form S-8 relating to the Registrant’s 2009 Equity Incentive Plan on May 29, 2009 (File No. 333-159562) and on August 8, 2011 (File No. 333-176146) (together, the “Prior Registration Statements”).  This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering an additional 2,500,000 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s 2009 Equity Incentive Plan.  Pursuant to General Instruction E of Form S-8, the Prior Registration Statements are incorporated by reference into this Registration Statement.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 8.  EXHIBITS

 

Exhibit
Number

 

Description

4.1

 

 

Amended and Restated Certificate of Incorporation of the Registrant. Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1, as amended, filed on March 14, 2001.

 

 

 

 

4.2

 

 

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant. Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed on August 9, 2010 (File No. 000-33043).

 

 

 

 

4.3

 

 

Certificate of Designation of Series A Junior Participating Preferred Stock. Incorporated by reference to Exhibit 3.2 to our Annual Report on Form 10-K filed on March 28, 2003 (File No. 000-33043).

 

 

 

 

4.4

 

 

Bylaws of the Registrant, as amended. Incorporated by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q filed on August 9, 2007 (File No. 000-33043).

 

 

 

 

4.5

 

 

Form of Common Stock Certificate. Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1, as amended, filed on March 14, 2001.

 

 

 

 

5.1

 

 

Opinion of Cooley LLP, as to the legality of securities being registered.

 

 

 

 

23.1

 

 

Consent of Independent Registered Public Accounting Firm.

 

 

 

 

23.2

 

 

Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement.

 

 

 

 

24.1

 

 

Power of Attorney is contained on the signature pages.

 

 

 

 

99.1

 

 

2009 Equity Incentive Plan, as amended. Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on August 9, 2013 (File No. 000-33043).

 

II-1



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on this 28 th  day of August, 2013.

 

 

 

 

OMNICELL, INC.

 

 

 

 

 

 

 

By:

/s/ Robin G. Seim

 

 

Robin G. Seim

 

 

Chief Financial Officer and Executive Vice President Finance, Administration and Manufacturing

 

 

(Principal Financial and Accounting Officer)

 

II-2



 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Randall A. Lipps and Robin G. Seim, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and generally to do all such things in their names and behalf in their capacities as officers and directors to enable the Registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

 

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

 

Signatures

 

Title

 

Date

 

 

 

 

 

/s/ Randall A. Lipps

 

Chief Executive Officer, President and Chairman

 

August  27, 2013

Randall A. Lipps

 

of the Board (Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Robin G. Seim

 

Chief Financial Officer and Executive Vice President Finance, Administration and Manufacturing

 

August  28, 2013

Robin G. Seim

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Mark W. Parrish

 

Director

 

August  27, 2013

Mark W. Parrish

 

 

 

 

 

 

 

 

 

/s/ James T. Judson

 

Director

 

August 26, 2013

James T. Judson

 

 

 

 

 

 

 

 

 

/s/ Randy D. Lindholm

 

Director

 

August 26, 2013

Randy D. Lindholm

 

 

 

 

 

 

 

 

 

/s/ Gary S. Petersmeyer

 

Director

 

August 26, 2013

Gary S. Petersmeyer

 

 

 

 

 

 

 

 

 

/s/ Donald C. Wegmiller

 

Director

 

August 26, 2013

Donald C. Wegmiller

 

 

 

 

 

 

 

 

 

/s/ Sara J. White

 

Director

 

August 26, 2013

Sara J. White

 

 

 

 

 

 

 

 

 

/s/ Vance B. Moore

 

Director

 

August  28, 2013

Vance B. Moore

 

 

 

 

 

II-3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

4.1

 

 

Amended and Restated Certificate of Incorporation of the Registrant. Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1, as amended, filed on March 14, 2001.

 

 

 

 

4.2

 

 

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant. Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed on August 9, 2010 (File No. 000-33043).

 

 

 

 

4.3

 

 

Certificate of Designation of Series A Junior Participating Preferred Stock. Incorporated by reference to Exhibit 3.2 to our Annual Report on Form 10-K filed on March 28, 2003 (File No. 000-33043).

 

 

 

 

4.4

 

 

Bylaws of the Registrant, as amended. Incorporated by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q filed on August 9, 2007 (File No. 000-33043).

 

 

 

 

4.5

 

 

Form of Common Stock Certificate. Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1, as amended, filed on March 14, 2001.

 

 

 

 

5.1

 

 

Opinion of Cooley LLP, as to the legality of securities being registered.

 

 

 

 

23.1

 

 

Consent of Independent Registered Public Accounting Firm.

 

 

 

 

23.2

 

 

Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement.

 

 

 

 

24.1

 

 

Power of Attorney is contained on the signature pages.

 

 

 

 

99.1

 

 

2009 Equity Incentive Plan, as amended. Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on August 9, 2013 (File No. 000-33043).

 

II-4


EXHIBIT 5.1

 

[COOLEY LLP LETTERHEAD]

 

August  30, 2013

 

Omnicell, Inc.

590 E. Middlefield Road

Mountain View, CA 94043

 

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-8 (the “Registration Statement”) with the Securities and Exchange Commission covering up to 2,500,000 shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”), pursuant to the Company’s 2009 Equity Incentive Plan (the “2009 Plan”).

 

In connection with this opinion, we have examined the Registration Statement and related Prospectus, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, the 2009 Plan and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion.  We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

 

As to certain factual matters, we have relied upon a certificate of officers of the Company and have not sought to independently verify such matters. Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the 2009 Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

 

We consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Sincerely,

 

COOLEY LLP

 

By:

/s/ Sally A. Kay

 

 

Sally A. Kay

 

 


EXHIBIT 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2009 Equity Incentive Plan of Omnicell, Inc. of our reports dated March 8, 2013, with respect to the consolidated financial statements and schedule of Omnicell, Inc., and the effectiveness of internal control over financial reporting of Omnicell, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

San Jose, California

August 28, 2013