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As filed with the Securities and Exchange Commission on July 25, 2003

Registration No. 333-            



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
(State of Incorporation)
      94-3166458
(I.R.S. Employer Identification No.)

1101 East Meadow Drive
Palo Alto, CA 94303
(650) 251-6100

(Address of principal executive offices)

2003 Equity Incentive Plan
(Full title of the plans)

Randall A. Lipps
President and Chief Executive Officer
1101 East Meadow Drive
Palo Alto, CA 94303
(650) 251-6100

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


Copies to:
Robert J. Brigham, Esq.
COOLEY GODWARD LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306
(650) 843-5000


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   500,000 shares   $11.075   $5,537,500.00   $447.98

(1)
Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of Registrant's Common Stock that become issuable under the plan 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). The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant's Common Stock on July 18, 2003 as reported on the Nasdaq National Market.





ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by Omnicell, Inc. (the "Company") with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:

        All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such reports and documents.


ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Cooley Godward LLP, Palo Alto, California, will provide us with an opinion as to the validity of the common stock offered under this prospectus. As of the date of this prospectus, no partners or associates of Cooley Godward LLP own shares of our common stock.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        As permitted by Delaware law, the Company's amended and restated certificate of incorporation provides that no director will be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

        The Registrant's amended and restated certificate of incorporation further provides that it must indemnify its directors and executive officers and may indemnify its other officers and employees and agents to the fullest extent permitted by Delaware law. The Company believes that indemnification under its amended and restated certificate of incorporation covers negligence and gross negligence on the part of indemnified parties.

        The Company has entered into indemnification agreements with each of its directors and certain officers. These agreements, among other things, require the Company to indemnify each director and officer for certain expenses including attorneys' fees, judgements, fines and settlement amounts

1



incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of the person's services as a director or officer of the Company, any subsidiary of the Company or any other company or enterprise to which the person provides services at the Company's request.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.


ITEM 8. EXHIBITS

Exhibit
Number

   
4.1 (1) Amended and Restated Certificate of Incorporation of the Company

4.2

(2)

Certificate of Designation of Series A Junior Participating Preferred Stock

4.3

(1)

Bylaws of the Company

4.4

(1)

Form of Common Stock Certificate

4.5

(3)

Rights Agreement, dated February 6, 2003, between Omnicell and EquiServe Trust Company, N.A.

5.1

 

Opinion of Cooley Godward LLP

23.1

 

Consent of Ernst & Young LLP, Independent Auditors

23.2

 

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

24.1

 

Power of Attorney is contained on the signature pages.

99.1

 

2003 Equity Incentive Plan

(1)
Previously filed as an exhibit to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission March 14, 2001, or amendments thereto and incorporated herein by reference.

(2)
Previously filed as an exhibit to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission March 28, 2003 and incorporated herein by reference.

(3)
Previously filed as an exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission February 14, 2003 and incorporated herein by reference.


ITEM 9. UNDERTAKINGS

1.
The undersigned registrant hereby undertakes:

2


        Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the issuer pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference herein.

2.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, 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 Securities 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, 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 Securities Act and will be governed by the final adjudication of such issue.

3



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 Palo Alto, State of California, on July 25, 2003.


 

 

 

OMNICELL, INC.

 

 

By:

/s/  
DENNIS P. WOLF      
Dennis P. Wolf
Executive Vice President of Operations, Finance and Administration and Chief Financial Officer
(Principal Financial and Accounting Officer)


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randall A. Lipps and Dennis P. Wolf, 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, 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 by the following persons in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
/s/  RANDALL A. LIPPS      
Randall A. Lipps
  Chairman of the Board and Director, President and Chief Executive Officer
(Principal Executive Officer)
  July 25, 2003

/s/  
DENNIS P. WOLF      
Dennis P. Wolf

 

Executive Vice President of Operations, Finance and Administration and Chief Financial Officer
(Principal Financial and Accounting Officer)

 

July 25, 2003

/s/  
CHARLES J. BARNETT      
Charles J. Barnett

 

Director

 

July 25, 2003
         

4



/s/  
BENJAMIN A. HOROWITZ      
Benjamin A. Horowitz

 

Director

 

July 25, 2003

/s/  
RANDY D. LINDHOLM      
Randy D. Lindholm

 

Director

 

July 25, 2003

/s/  
BROCK D. NELSON      
Brock D. Nelson

 

Director

 

July 25, 2003

/s/  
KEVIN L. ROBERG      
Kevin L. Roberg

 

Director

 

July 25, 2003

/s/  
JOHN D. STOBO      
John D. Stobo, Jr.

 

Director

 

July 25, 2003

/s/  
SARA J. WHITE      
Sara J. White

 

Director

 

July 25, 2003

/s/  
JOSEPH E. WHITTERS      
Joseph E. Whitters

 

Director

 

July 25, 2003

/s/  
WILLIAM H. YOUNGER      
William H. Younger, Jr.

 

Director

 

July 25, 2003

5



EXHIBIT INDEX

Exhibit
Number

  Description
4.1 (1) Amended and Restated Certificate of Incorporation of the Company

4.2

(2)

Certificate of Designation of Series A Junior Participating Preferred Stock

4.3

(1)

Bylaws of the Company

4.4

(1)

Form of Common Stock Certificate

4.5

(3)

Rights Agreement, dated February 6, 2003, between Omnicell and EquiServe Trust Company, N.A.

5.1

 

Opinion of Cooley Godward LLP

23.1

 

Consent of Ernst & Young LLP, Independent Auditors.

23.2

 

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

24.1

 

Power of Attorney is contained on the signature pages.

99.1

 

2003 Equity Incentive Plan

(1)
Previously filed as an exhibit to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission March 14, 2001, or amendments thereto and incorporated herein by reference.

(2)
Previously filed as an exhibit to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission March 28, 2003 and incorporated herein by reference.

(3)
Previously filed as an exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission February 14, 2003 and incorporated herein by reference.



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SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

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EXHIBIT 5.1

[COOLEY GODWARD LLP LETTERHEAD]

July 25, 2003

Omnicell, Inc.
1101 East Meadow Drive
Palo Alto, CA 94303

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 500,000 shares of the Company's Common Stock, $0.001 par value (the "Shares"), pursuant to its 2003 Equity Incentive Plan (the "Plan").

In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus, your Certificate of Incorporation, as amended, and Bylaws 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.

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 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.

Very truly yours,

COOLEY GODWARD LLP

/s/  
ROBERT J. BRIGHAM     

Robert J. Brigham




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EXHIBIT 23.1


CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2003 Equity Incentive Plan of Omnicell, Inc. of our report dated January 31, 2003, with respect to the consolidated financial statements and schedule of Omnicell, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission.

    /s/ ERNST & YOUNG LLP

San Jose, California
July 21, 2003




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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

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EXHIBIT 99.1


OMNICELL, INC.

2003 EQUITY INCENTIVE PLAN

Adopted by the Board of Directors April 2, 2003
Amended by the Board of Directors on May 2, 2003

1.     PURPOSES.

2.     DEFINITIONS.



3.     ADMINISTRATION.


4.     SHARES SUBJECT TO THE PLAN.

5.     ELIGIBILITY.

6.     OPTION PROVISIONS.

        Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Options need not be identical, but each Option shall



include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:



7.     PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.


8.     COVENANTS OF THE COMPANY.

9.     USE OF PROCEEDS FROM STOCK.

        Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.

10.   MISCELLANEOUS.


11.   ADJUSTMENTS UPON CHANGES IN STOCK.


12.   AMENDMENT OF THE PLAN AND STOCK AWARDS.

13.   TERMINATION OR SUSPENSION OF THE PLAN.

14.   EFFECTIVE DATE OF PLAN.

        The Plan shall become effective as determined by the Board.

15.   CHOICE OF LAW.

        The law of the State of California shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state's conflict of laws rules.





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OMNICELL, INC. 2003 EQUITY INCENTIVE PLAN Adopted by the Board of Directors April 2, 2003 Amended by the Board of Directors on May 2, 2003