ThZeal - The Zeal

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 4, 2022

(Exact name of registrant as specified in its charter)

Delaware

000-33043

94-3166458

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer Identification Number)

2625 Augustine Drive, Suite 301

Santa Clara, CA 95054

(Address of principal executive offices, including zip code)

(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:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value

OMCL

NASDAQ Global Select Market


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									☐

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 2.02 Results of Operations and Financial Condition.

On August 4, 2022, Omnicell, Inc. (the “Company” or “Omnicell”) issued a press release announcing its financial results for the quarter ended June 30, 2022. 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 contained in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

As previously disclosed, on May 9, 2022, Omnicell determined that certain of its information technology systems were affected by ransomware on May 4, 2022. The Company took a series of measures to safeguard the integrity of its information technology systems, including working with cybersecurity experts to contain the incident and implement business continuity plans to restore and support continued operations.

The Company has contained the incident and restored substantially all of its critical information technology systems. Security remains a top priority for Omnicell, and the Company has taken steps to further enhance the security and integrity of its information technology systems.

There has been no known disruption in the operation of our customers’ medication management devices, including automated dispensing systems or robotic equipment, and there is no ongoing impact on the Company’s capability to provide its products and services.

The Company provided breach notification to fewer than 350 individuals as required by applicable law. There is no indication that the protected health information of customers was impacted.

The Company does not believe the security event will have a material adverse effect on its business, results of operations or financial condition. The Company maintains insurance, including coverage for cybersecurity incidents.

Forward-Looking Statements

To the extent any statements contained in this Current Report on Form 8-K deal with information that is not historical, these statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to the occurrence of many events outside the Company’s control. These statements include, but are not limited to, express or implied forward-looking statements relating to the Company’s containment of the impacts of the ransomware incident and any further impact on the Company. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Investors and others are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained herein speak only as of the date of this Current Report on Form 8-K. Factors that could cause actual results to differ materially from those expressed or implied include the legal, reputational and financial risks resulting from this and/or additional cybersecurity incidents, the effectiveness of business continuity plans during the ransomware incident and/or additional cybersecurity incidents, and the other risks and uncertainties further described in the “Risk Factors” section of Omnicell’s most recent Annual Report on Form 10-K, as well as in Omnicell’s other reports filed with or furnished to the United States Securities and Exchange Commission, available at www.sec.gov. Forward-looking statements should be considered in light of these risks and uncertainties. These forward-looking statements speak only as of the date of this Current Report on Form 8-K or as of the date to which they refer, and the Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number						Exhibit Description
99.1						Press release entitled “Omnicell Announces Financial Results for Second Quarter 2022” dated August 4, 2022

104						Cover Page Interactive Data File (embedded within the inline XBRL document)

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.
Date: August 4, 2022			/s/ Peter J. Kuipers
			Peter J. Kuipers,
			Executive Vice President and Chief Financial Officer