SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)(1)
Omnicell, Inc.
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(Name of Issuer)
Common Stock $0.001 Par Value
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(Title of Class of Securities)
68213N109
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(CUSIP Number)
December 31, 2004
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(Date of event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, SEE the NOTES).
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| CUSIP NO. 68213N109 | | Page 2 of 5 Pages |
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Schroder Investment Management North America Inc.
13-4064414
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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| 5 SOLE VOTING POWER
NUMBER OF | 1,384,500
SHARES |--------------------------------------------------------------
BENEFICIALLY | 6 SHARED VOTING POWER
OWNED BY |
EACH |--------------------------------------------------------------
REPORTING | 7 SOLE DISPOSITIVE POWER
PERSON | 1,384,500
WITH |--------------------------------------------------------------
| 8 SHARED DISPOSITIVE POWER
|
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,384,500
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.48%
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12 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 3 OF 5 PAGES CUSIP 68213N109
SCHEDULE 13G
ITEM 1 (a): NAME OF ISSUER:
Omnicell, Inc.
ITEM 2 (b): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1201 Charleston Road
Mountain View, CA 94043
ITEM 2 (a): NAME OF PERSON FILING:
Brendan M Dunphy
ITEM 2 (b): ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
875 Third Avenue, 22nd Floor
New York, NY 10022
ITEM 2 (c): CITIZENSHIP:
Delaware
ITEM 2 (d): TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2 (e): CUSIP NUMBER:
68213N109
ITEM 3: IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b)
OR (e), CHECK WHETHER THE PERSON FILING IS A:
(a) Broker or dealer registered under Section 15 of the Exchange Act.
(b) Bank as defined in Section 3(a)(6) of the exchange Act.
(c) Insurance company registered under Section 8 of the Investment
Company Act.
(d) Investment company registered under Section 8 of the Investment
Company Act.
X(e) An Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
PAGE 4 OF 5 PAGES CUSIP 68213N109
(i) A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4: OWNERSHIP:
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
1,384,500
(b) Percent of class:
5.48%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 1,384,500
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(ii) Shared power to vote or to direct the vote 0
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(iii) Sole power to dispose or to direct the disposition of 1,384,500
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(iv) Shared power to dispose or to direct the disposition of 0
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
There are no other persons with such rights who own more than 5% of
the issuer, except as reported herein.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Schroder Investment Management North America Inc. IA
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10. CERTIFICATION:
PAGE 5 OF 5 PAGES CUSIP 68213N109
(a) The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
"By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect."
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,
and correct.
Date: February 11, 2005
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Signature:
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Name/Title: Brendan M Dunphy
Vice President and
Deputy Chief Compliance Officer
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE. Schedules filed in paper format shall include a signed original
and five copies of this schedule, including all exhibits. SEE Rule13d-7(b)
for other parties for whom copies are to be sent.
ATTENTION. Intentional misstatements or omissions of fact constitute
federal criminal violations (SEE 18 U.S.C. Section 1001)