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 20, 2006
OMNICELL, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
000-33043 |
94-3166458 |
|
(State or other
jurisdiction of |
(Commission File |
(IRS Employer |
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 2.02. Results of Operations and Financial Condition.
On April 20, 2006, Omnicell, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2006. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The Company hosted an earnings conference call at 1:30 p.m. PST on April 20, 2006 to discuss its consolidated earnings for the quarter ended March 31, 2006. The transcript of the earnings conference call is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Statement of Utility
Omnicell provides all information required in accordance with GAAP, but it believes that evaluating its ongoing operating results may be difficult if an investor is limited to reviewing only GAAP financial measures. Accordingly, Omnicell uses non-GAAP financial measures of its performance internally to evaluate its ongoing operations and to allocate resources within the organization. The attached press release includes non-GAAP net income non-GAAP gross margin, non-GAAP operating expenses and non-GAAP earnings per share data. These measures are not in accordance with, or an alternative for, generally accepted accounting principles.
Omnicell’s management does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. The non-GAAP financial measures used by Omnicell may not be consistent with the presentation of similar companies in Omnicell’s industry. However, Omnicell presents such non-GAAP financial measures in reporting its financial results to provide investors with an additional tool to evaluate its operating results in a manner that focuses on what it believes to be its ongoing business operations.
Omnicell’s management believes it is useful for itself and investors to review both GAAP information and the non-GAAP measures earnings per share to have a better understanding of the overall performance of its business and its ability to perform in subsequent periods.
Omnicell has computed the non-GAAP net income, non-GAAP gross margin, non-GAAP operating expenses and non-GAAP earnings per share impact for the first quarter of 2006 reflecting the accounting impact of non-cash compensation expense related to the impact Omnicell’s of adoption of SFAS No. 123(R). Omnicell has computed the non-GAAP net income non-GAAP gross margin, non-GAAP operating expenses and non-GAAP earnings per share impact for the first quarter of 2005 of severance costs related to a reduction in force, charges related to the end-of-life of certain older products and the costs related to two suspended acquisitions, all occurring in the first quarter of 2005. Management believes that the inclusion of these non-GAAP financial measures provides consistency and comparability with past reports of financial results and better enables investors to evaluate the ongoing operations and prospects of Omnicell by providing a better comparison to prior periods. Omnicell has provided a reconciliation of non-GAAP financial measures to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
|
|
|
Number |
|
Description |
|
99.1 |
|
Press Release dated April 20, 2006, announcing Omnicell, Inc., financial results for the first quarter of 2006. |
|
99.2 |
|
Transcript of Earnings Conference Call. |
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 25, 2006 |
By: |
/s/ Robin G. Seim |
|
|
|
Robin G. Seim |
|
|
|
Vice President of Finance and |
|
|
|
Chief Financial Officer |
3
INDEX TO EXHIBITS
|
Exhibit |
|
|
|
Number |
|
Description |
|
99.1 |
|
Press Release dated April 20, 2006, announcing Omnicell, Inc., financial results for the first quarter of 2006. |
|
99.2 |
|
Transcript of Earnings Conference Call. |
4