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 26, 2021
OMNICELL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-33043 | | 94-3166458 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification Number) |
590 East Middlefield 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, $0.001 par value | | OMCL | | NASDAQ Global Select Market |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b– 2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter). | | Emerging growth company | ☐ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | | ☐ |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 26, 2021, Omnicell, Inc. ("Omnicell" or the “Company”) announced that Nhat H. Ngo will depart from his role as Executive Vice President, Marketing, Strategy & Business Development, effective February 15, 2021. The Company would like to thank Mr. Ngo for his many contributions during his Omnicell career and for being instrumental in driving Omnicell’s growth and transformation from a dispensing cabinet company to today’s market position as the technology-enabled solutions partner for medication management across the care continuum.
Upon his departure, Mr. Ngo will be eligible for benefits under the Company’s existing Amended and Restated Severance Plan, which are described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 7, 2020.
In connection with Mr. Ngo’s departure and an internal strategic reorganization, the Company has moved Mr. Ngo’s marketing and strategy functions under Scott Seidelmann, the Company’s Chief Commercial Officer, and the business development function under Peter Kuipers, the Company’s Chief Financial Officer.
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.
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| OMNICELL, INC. |
| Date: January 26, 2021 | /s/ Dan S. Johnston |
| Dan S. Johnston |
| Executive Vice President and Chief Legal & Administrative Officer |
