Document

S-8 1 forms-82026x07.htm S-8 Document

As filed with the Securities and Exchange Commission on July 7, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

OMNICELL, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)			94-3166458 (I.R.S. Employer Identification No.)

4220 North Freeway

Fort Worth, TX 76137

(Address of principal executive offices, including zip code)

Omnicell, Inc. 2009 Equity Incentive Plan, as amended

(Full title of the plans)

Randall A. Lipps

Chief Executive Officer and Chairman of the Board

4220 North Freeway

Fort Worth, TX 76137

(877) 415-9990

(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________________________________________________________

Copies to:

Jessica S. Lochmann

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202-5304

(414) 271-2400

____________________________________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Omnicell, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering 1,600,000 shares of the Registrant’s common stock (the “Common Stock”) issuable to eligible persons under the Omnicell, Inc. 2009 Equity Incentive Plan, as amended (the “2009 Plan”), which Common Stock is in addition to the shares of Common Stock previously registered on the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 29, 2009 (File No. 333-159562), August 8, 2011 (File No. 333-176146), August 30, 2013 (File No. 333-190930), July 2, 2015 (File No. 333-205465), May 24, 2018 (File No. 333-225179), May 22, 2019 (File No. 333-231669), June 10, 2021 (File No. 333-256979), June 22, 2022 (File No. 333-265767), May 26, 2023 (File No. 333-272242), June 21, 2024 (File No. 333-280384), and June 18, 2025 (File No. 333-288140) (collectively, the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of Common Stock issuable under the 2009 Plan, are incorporated by reference into this Registration Statement and made part of this Registration Statement, except as amended hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document or documents containing the information specified in Part I of this Registration Statement are not required to be filed with the Commission as part of this Registration Statement on Form S-8 and will be sent or given to the participants in the 2009 Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

1. The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 26, 2026 (the “2025 Form 10-K”);

2. The information specifically incorporated by reference into the 2025 Form 10-K from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 13, 2026;

3. The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Commission on May 6, 2026;

4. The Registrant’s Current Reports on Form 8-K, filed with the Commission on May 26, 2026, and July 1, 2026;

5. All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the 2025 Form 10-K;

6. The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A filed with the Commission on August 3, 2001, as updated by the Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act filed as Exhibit 4.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including any amendments or reports filed for the purpose of updating such description; and

7. All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or

superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8. EXHIBITS

Incorporated By Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

4.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Omnicell, Inc.

8-K

000-33043

3.1

5/26/2026

4.2

Certificate of Designation of Series A Junior Participating Preferred Stock

10-K

000-33043

3.2

3/28/2003

4.3

Fourth Amended and Restated Bylaws of Omnicell, Inc.

8-K

000-33043

3.1

10/6/2025

4.4

Form of Common Stock Certificate

S-1/A

333-57024

4.1

7/24/2001

5.1+

Opinion of Foley & Lardner LLP as to the legality of securities being registered

23.1+

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

23.2+

Consent of Foley & Lardner LLP (included in Exhibit 5.1 to this Registration Statement)

24.1+

Power of Attorney (included on the signature page of this Registration Statement)

99.1*+

Omnicell, Inc. 2009 Equity Incentive Plan, as amended

107.1+

Calculation of Filing Fee Table

_________________________________________________

* Indicates a management contract, compensation plan, or arrangement.

+ Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portola Valley, State of California, on this 7th day of July, 2026.

OMNICELL, INC.

By:

/s/ H. Baird Radford, III

Baird Radford

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randall A. Lipps and H. Baird Radford, III, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission (the “Commission”), and generally to do all such things in their names and behalf in their capacities as officers and directors to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ RANDALL A. LIPPS

Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

July 7, 2026

Randall A. Lipps

/s/ H. BAIRD RADFORD, III

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

July 7, 2026

Baird Radford

/s/ BRIAN H. NUTT

Vice President, Chief Accounting Officer and Corporate Controller

(Principal Accounting Officer)

July 7, 2026

Brian H. Nutt

/s/ JOANNE B. BAUER

Director

July 7, 2026

Joanne B. Bauer

/s/ EDWARD P. BOUSA

Director

July 7, 2026

Edward P. Bousa

/s/ MARY A. GARRETT

Director

July 7, 2026

Mary A. Garrett

/s/ KAUSHIK GHOSHAL

Director

July 7, 2026

Kaushik Ghoshal

/s/ MARK W. PARRISH

Director

July 7, 2026

Mark W. Parrish

/s/ BRUCE E. SCOTT

Director

July 7, 2026

Bruce E. Scott

/s/ ROBIN G. SEIM

Director

July 7, 2026

Robin G. Seim

/s/ EILEEN J. VOYNICK

Director

July 7, 2026

Eileen J. Voynick