OMNICELL, INC. — Transaction in Own Shares 2012

Aug 6, 2012

*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): August 1, 2012

*OMNICELL, INC.*

(Exact name of registrant as specified in its charter)

Delaware	000-33043	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))

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*Item 8.01 Other Events.*

On August 1, 2012, the Board of Directors of Omnicell, Inc. (the “Company”), authorized a stock repurchase program providing for the repurchase of up to $50 million of the Company’s common stock (the “2012 Repurchase Program”).

The 2012 Repurchase Program is in addition to the stock repurchase program approved by our Board of Directors in 2008 (the “2008 Repurchase Program”). As of July 31, 2012, we had approximately $2.6 million of remaining authorized funds to repurchase additional shares under the 2008 Repurchase Program.

The timing, price and volume of repurchases will be based on market conditions, relevant securities laws and other factors. The stock repurchases may be made from time to time on the open market, in privately negotiated transactions or pursuant to a Rule 10b-18 plan. The stock repurchase program does not obligate the Company to repurchase any specific number of shares, and the Company may terminate or suspend the repurchase program at any time.

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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.

/s/ Dan S. Johnston
Dan S. Johnston
Vice President and
General Counsel

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