UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material under §240.14a-12 |
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SUPPLEMENT TO THE PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2010
This supplements our Proxy Statement dated April 16, 2010 (the "Proxy Statement"). The Proxy statement was furnished in connection with the Annual Meeting of the Stockholders of Omnicell, Inc. (the "Company") to be held at 2:30 p.m. local time on May 25, 2010 at the Company's headquarters located at 1201 Charleston Road, Mountain View, California 94043.
The Original Proxy was filed with (i) an incorrect number of shares of common stock reserved for future issuance pursuant to outstanding equity awards and (ii) an incorrect number of shares of uncommitted common stock, as each number is described on in the second paragraph under the heading "Reasons for the Increase in the Authorized Number of Shares" in Proposal No. 3 on page 29 of the Proxy Statement.
The following text supplements, amends and restates the second paragraph under the heading "Reasons for the Increase in the Authorized Number of Shares" in Proposal No. 3 on page 29 of the Proxy Statement:
As of April 1, 2010, 32,497,598 shares of common stock were outstanding. In addition, 1,292,659 shares of common stock were reserved for future issuance under our 2009 Equity Incentive Plan, 5,045,516 shares were reserved for issuance pursuant to outstanding equity awards under our all of our existing equity plans and 2,583,133 shares were reserved for future issuance under our 1997 Employee Stock Purchase Plan. As result, as of April 1, 2010, only 8,581,094 shares of authorized common stock remained uncommitted. If stockholders approve Proposal No. 2 to this proxy statement, the share reserve under the 2009 Equity Incentive Plan will be increased by 2,900,000 shares, and only 5,681,094 shares of authorized common stock would remain uncommitted before giving effect to the increase in authorized shares being requested in this proposal.