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): February 5, 2013

 

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)

 

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:

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 5, 2013, at a meeting of the Compensation Committee (the “Committee”) of the Board of Directors of Omnicell, Inc. (the “Company”), the Committee approved the 2013 annualized base salaries for the Company’s executive officers as set forth below.  The annualized base salaries are effective July 1, 2013.  In addition, the Committee granted long-term equity compensation awards to the Company’s executive officers in the amounts set forth below.

 

 

 

 

 

 

 

Long-Term Equity Compensation

 

Name

 

Title

 

2013
Annualized 
Base Salary

 

Stock 
Option 
Grant(1)

 

Restricted 
Stock 
Units
(time based)

 

Restricted 
Stock 
Units 
(performance 
based)

 

Randall A. Lipps

 

Chairman, President and Chief Executive Officer

 

$

510,000

 

40,000

 

20,000

 

40,000

 

Robin G. Seim

 

Executive Vice President, Finance, Administration and Manufacturing and Chief Financial Officer

 

$

288,000

 

17,500

 

8,750

 

17,500

 

J. Christopher Drew

 

Executive Vice President, Field Operations

 

$

316,000

 

25,000

 

12,500

 

25,000

 

Marga Ortigas-Wedekind

 

Executive Vice President, Global Marketing and Product Development

 

$

288,000

 

17,500

 

8,750

 

17,500

 

Nhat Ngo

 

Executive Vice President, Strategy and Business Development

 

$

268,000

 

12,500

 

6,250

 

12,500

 

Dan S. Johnston

 

Executive Vice President and General Counsel

 

$

266,000

 

12,500

 

6,250

 

12,500

 

 


(1)         The exercise price of each of the stock option grants is equal to closing price of the Company’s stock on the date of grant, February 5, 2013, as reported on The NASDAQ Stock Market, which was $17.29 per share.

 

The shares subject to each of the stock option grants vest as to 25% of the shares subject to the grant on the first anniversary of the vesting commencement date of such grants, February 5, 2013, with the remainder of the shares subject to the grant vesting in equal monthly installments over the following thirty-six months. The time-based restricted stock unit awards vest on a semi-annual basis over a period of four years commencing on June 15, 2013.  The performance-based restricted stock unit awards vest as to 25% of the shares on the date of the Compensation Committee meeting in 2014 when the Committee reviews the performance-based metrics and determines if they were met or not with the remaining shares vesting on a semi-annual basis over a period of thirty-six months commencing on June 15, 2014 if the Company meets certain stock performance objectives compared to the NASDAQ Healthcare Index.  The actual number of performance based stock awards that vest may be 0%, 50% or 100% of the numbers reflected above, depending upon the Company’s performance.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit
Number

 

Description

10.1

 

2013 Executive Officer Annual Base Salaries

 

2



 

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:  February 7, 2013

By:

/s/ Dan S. Johnston

 

 

Dan S. Johnston,
Executive Vice President

 

 

and General Counsel

 

3



 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Description

10.1

 

2013 Executive Officer Annual Base Salaries

 

4