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):  January 28, 2009

 

OMNICELL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-33043

 

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 2.02 Results of Operations and Financial Condition

 

On January 29, 2009 Omnicell, Inc. (“Omnicell”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2008.  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 and is incorporated herein by reference.

 

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.

 

Item 2.05 Costs Associated with Exit or Disposal Activities

 

On January 28, 2009 Omnicell announced and executed a worldwide reduction in regular full-time employees of approximately 100 positions.  Omnicell expects to record approximately $2.5 million of pre-tax restructuring charges associated with severance costs resulting from this reduction during the quarter ended March 31, 2009.  Substantially all of these charges will result in cash expenditures.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Number

 

Description of Document

99.1

 

Press release entitled “Omnicell Announces Fourth Quarter and Full Year 2008 Results” dated January 29, 2009.

 

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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:  January 29, 2009

By:

/s/ Dan S. Johnston

 

 

Dan S. Johnston

 

 

Vice President and

 

 

General Counsel

 

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EXHIBIT INDEX

 

Number

 

Description of Document

99.1

 

Press release entitled “Omnicell Reports Fourth Quarter and Full-Year 2008 Results” dated January 29, 2009.

 

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