UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Omnicell, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
682 13N 109
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(CUSIP Number)
July 27, 2006
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(Date of Event which requires filing of this statement.)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover 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 ("Act") 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).
Cusip No. 682 13N 109 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
61-1350302
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF KENTUCKY
NUMBER OF 5. SOLE VOTING POWER 1,688,575
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 151,150 (A)
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 1,839,725
REPORTING PERSON
WITH 8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,839,725
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.552%
12. TYPE OF REPORTING PERSON*
IA
(A) Certain clients have retained voting power on these shares.
Cusip No. 682 13N 109 13G Page 3 of 5 Pages
Schedule 13G Additional Information
Item #
1. (a) Name of Issuer:
Omnicell, Inc.
(b) Address of Issuer's Principal Executive Offices:
1201 Charleston Road
Mountain View, CA 94043
2. (a) Name of Person Filing:
VEREDUS ASSET MANAGEMENT, LLC
(an Investment Advisor Registered under the
Investment Advisors Act of 1940)
(b) Address of Principal Business Office for Each of the Above:
6060 DUTCHMANS LANE, SUITE 320
LOUISVILLE, KY 40205
(c) Citizenship:
US -- ORGANIZED IN THE COMMONWEALTH OF KENTUCKY
(d) Title of Class of Securities:
COMMON STOCK
(e) CUSIP Number:
682 13N 109
3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b). The
person filing is a:
(E) An investment adviser in accordance with
SS 240.13d-1(b)(1)(ii)(E);
4. Ownership:
(a) Amount Beneficially Owned: 1,839,725
(b) Percent of Class: 6.552%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,688,575
(ii) shared power to vote or to direct the vote 151,150 (A)
(iii) sole power to dispose or to direct the
disposition of 1,839,725
(iv) shared power to dispose or to direct the disposition of
5. Ownership of Five Percent or Less of a Class: [ ]
6. Ownership of More than Five Percent on Behalf of Another Person:
7. Subsidiary
(A) Certain clients have retained the voting power on these shares.
Cusip No. 682 13N 109 13G Page 4 of 5 Pages
8. Identification and Classification of Members of the Group:
9. Notice of Dissolution of Group:
10. Certification:
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 for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such 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.
1/ /07
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Date:
/s/ James R. Jenkins
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Signature
Vice-President and
Chief Operating Officer
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Name/Title
Cusip No. 169 656 105 13G Page 5 of 5 Pages
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: Six copies of this statement, including all exhibits, should be filed with
the Commission.
ATTENTION: INTERNATIONAL MISSATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)