Omnicell, Inc 8-K, filed Aug 12, 2020

Omnicell, Inc. (OMCL)

8-K 2020-08-12 For: 2020-08-06

View Original

Added on April 04, 2026

About this 8-K

Omnicell, Inc filed this 8-K on August 12, 2020, reporting on events of August 6, 2020.

Items reported

Item 1.01: Entered into a material agreement
Item 5.03: Charter or bylaw amendment, or fiscal year change
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


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.		☐


Number						Description of Document
2.1						Equity Purchase Agreement, dated August 11, 2020, by and among Omnicell, Inc., PSGH, LLC, BW Apothecary Holdings, LLC, the sellers identified therein and the sellers’ representative

3.1						Second Amended and Restated Bylaws of Omnicell, Inc. dated August 6, 2020

99.1						Press release issued by Omnicell, Inc. dated August 12 , 2020

99.2						Investor deck issued by Omnicell, Inc. dated August 12 , 2020

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


			Page
1.	Description of Transaction			2
	1.1	Sale and Purchase	2
	1.2	Purchase Price	2
	1.3	Purchase Price Adjustment	3
	1.4	Closing	5
	1.5	Escheat	10
	1.6	Tax Withholding	10
	1.7	Waiver of Notices	11
	1.8	Tax Treatment; Allocation of Purchase Price	11
2.	Representations and Warranties of the Company			12
	2.1	Due Organization; Subsidiaries; Etc.	12
	2.2	Charter Documents; Records	13
	2.3	Capitalization	14
	2.4	Financial Statements and Related Information	16
	2.5	No Liabilities; Indebtedness	19
	2.6	Absence of Changes	19
	2.7	Title to Assets	20
	2.8	Bank Accounts	20
	2.9	Equipment; Real Property	21
	2.10	Intellectual Property	22
	2.11	Contracts	33
	2.12	Compliance with Legal Requirements	38
	2.13	Governmental Authorizations	39
	2.14	Tax Matters	40
	2.15	Employee and Labor Matters; Benefit Plans	43
	2.16	Environmental Matters	50
	2.17	Insurance	50
	2.18	Transactions with Related Parties	51
	2.19	Legal Proceedings; Orders	51
	2.20	Authority; Binding Nature of Agreement; Inapplicability of Anti-takeover Statutes	52
	2.21	Non-Contravention; Consents	52
	2.22	Compliance with Health Care Laws	53
	2.23	Significant Business Relationships	55
	2.24	Books and Records	56
	2.25	Brokers	56
	2.26	Full Disclosure	56
3.	Representations and Warranties of Each Seller			57
	3.1	Organization, Good Standing and Qualification	57


	3.2	Ownership of Units	57
	3.3	Capacity and Authority of Sellers	58
	3.4	Execution, Delivery; Valid and Binding Agreements	58
	3.5	No Legal Proceedings	58
	3.6	Brokers	59
	3.7	Non-Contravention; No Consents or Approvals	59
	3.8	Rights to Intellectual Property	59
4.	Representations and Warranties of Blocker			60
	4.1	Organization, Good Standing and Qualification	60
	4.2	Charter Documents; Records	61
	4.3	Capitalization	61
	4.4	No Liabilities; Indebtedness	63
	4.5	Assets	64
	4.6	Contracts	64
	4.7	Compliance with Legal Requirements	65
	4.8	Legal Proceedings; Orders	65
	4.9	Governmental Authorizations	65
	4.10	Authority; Binding Nature of Agreement; Inapplicability of Anti-takeover Statutes	66
	4.11	Non-Contravention; Consents	67
	4.12	Books and Records	68
	4.13	Brokers	68
	4.14	No Prior Activities or Operations	68
	4.15	Tax Matters	68
5.	Representations and Warranties of Purchaser			69
	5.1	Due Organization	69
	5.2	Non-Contravention; Consents	69
	5.3	Authority; Binding Nature of Agreement	70
	5.4	Availability of Funds	70
6.	Certain Covenants of the Company and Blocker			70
	6.1	Access and Investigation	70
	6.2	Operation of the Business of the Acquired Companies	71
	6.3	Operation of the Business of Blocker Entities	75
	6.4	Notification	76
	6.5	No Negotiation	76
	6.6	Data Room Information	77
	6.7	Termination/Amendment of Agreements and Release of Encumbrances	77
	6.8	Resignation of Officers, Managers and Directors	77
	6.9	D&O Insurance	77
	6.10	Payoff Letters and Invoices; Draft Closing Consideration Certificate and Updated Pro Rata Portion Schedule	78


	6.11	Employee Matters	79
	6.12	Integration	80
	6.13	Bank Accounts	80
	6.14	Spin-Off	81
	6.15	Financial Statements	81
	6.16	Transfer of Purchased Securities	82
	6.17	SpinCo Insurance	82
	6.18	Sublease Agreement	82
7.	Certain Covenants of the Parties			82
	7.1	Filings and Consents	82
	7.2	Reasonable Efforts	84
	7.3	Communications with Employees	84
	7.4	Books and Records	84
	7.5	Purchaser Non-Solicitation	85
8.	Conditions Precedent to Obligations of Purchaser			86
	8.1	Accuracy of Representations	86
	8.2	Performance of Covenants	87
	8.3	Governmental and Other Consents	87
	8.4	No Material Adverse Effect	87
	8.5	Employees	88
	8.6	Documents and Agreements	88
	8.7	No Restraints	88
	8.8	No Legal Proceedings	88
9.	Conditions Precedent to Obligations of the Sellers			89
	9.1	Accuracy of Representations	89
	9.2	Performance of Covenants	89
	9.3	HSR Approval; Other Governmental Consents	89
	9.4	Documents and Agreements	89
	9.5	No Restraints	89
10.	Termination			90
	10.1	Termination Events	90
	10.2	Termination Procedures	91
	10.3	Effect of Termination	91
11.	Indemnification, Etc.			91
	11.1	Survival of Representations, Etc	91
	11.2	Indemnification	93
	11.3	Limitations	96
	11.4	No Contribution	100
	11.5	Claim Procedures	101
	11.6	Payment of Determined Amounts	105
	11.7	Escrow Matters	105


	11.8	Defense of Third Party Claims	108
	11.9	R&W Policy	109
	11.10	Exclusive Remedy	110
	11.11	Exercise of Remedies Other Than by Purchaser	111
	11.12	Provisions Relating to the Designated Tax Matter	111
12.	Miscellaneous Provisions			112
	12.1	Sellers’ Representative	112
	12.2	Further Assurances	114
	12.3	Fees and Expenses	114
	12.4	Taxes	114
	12.5	Attorneys’ Fees	121
	12.6	Notices	121
	12.7	Time of the Essence	123
	12.8	Headings	123
	12.9	Counterparts and Exchanges by Electronic Transmission	123
	12.10	Governing Law; Dispute Resolution	123
	12.11	Successors and Assigns	124
	12.12	Remedies Cumulative; Specific Performance	124
	12.13	Waiver	125
	12.14	Waiver of Jury Trial	125
	12.15	Amendments	125
	12.16	Severability	125
	12.17	Parties in Interest	126
	12.18	Confidential Nature of Information	126
	12.19	No Public Announcement	126
	12.20	Legal Representation	127
	12.21	Entire Agreement	127
	12.22	Disclosure Schedule	128
	12.23	Mutual Drafting	128
	12.24	Construction	128


Exhibit A			Certain Definitions
Exhibit B-1			Form of Noncompetition Agreement (Continuing Employee Seller)
Exhibit B-2			Form of Noncompetition Agreement (Non-Continuing Employee Seller)
Exhibit B-3			Form of Noncompetition Agreement (SpinCo)
Exhibit C			Release
Exhibit D			Form of Escrow Agreement
Exhibit E-1			Persons Whose Knowledge Is Imputed to the Company
Exhibit E-2			Persons Whose Knowledge Is Imputed to Blocker
Exhibit F			Sample Net Working Capital
Exhibit G-1			Form of Reorganization Agreement
Exhibit G-2			Form of Agreement and Plan of Merger (Divisional Merger)
Exhibit G-3			Form of Indemnity Agreement
Exhibit H-1			Form of 340B Transition Services Agreement
Exhibit H-2			Form of PSG Transition Services Agreement
Exhibit I			Form of Assignment
Exhibit J			Closing Date Offer Letter
Exhibit K			Change of Control Bonuses
Exhibit L			Offered Employees
Exhibit M			Sublease Term Sheet

Schedule 1.2			Sellers and Payment Information
Schedule 1.4(b)(iii)			Persons to Execute a Noncompetition Agreement
Schedule 1.4(b)(iv)			Persons to Execute a Release
Schedule 1.4(b)(vi)			Persons Whose Created IP To Be Transferred to the Company
Schedule 1.4(b)(vii)			Acquired Contracts
Schedule 1.4(b)(xx)			Required Employees
Schedule 1.4(b)(xxiv)			Required Consents
Schedule 1.4(b)(xxv)			Required Notices
Schedule 1.4(c)			Post-Closing Managers/Directors and Officers
Schedule 1.8			Allocation Principles
Schedule 6.2			Purchaser Authorized Persons
Schedule 6.2(b)			Operation of the Business of the Acquired Companies
Schedule 6.7(i)			Agreements to be Terminated
Schedule 6.7(ii)			Agreements to be Amended
Schedule 6.7(iii)			Encumbrances to be Released
Schedule 6.11(c)			Accrued Employee Amounts
Schedule 6.17			SpinCo Policies
Schedule 11.2(a)(vi)			Special Indemnity Matters
Schedule 11.3(c)(v)			Sources of Recovery
Schedule 12.4(a)(ii)(B)			Straddle Period Flow-Through Tax Returns of the Company


ARTICLE I	OFFICES	1
Section 1.	Registered Office	1
Section 2.	Other Offices	1
ARTICLE II	CORPORATE SEAL	1
Section 3.	Corporate Seal	1
ARTICLE III	STOCKHOLDERS' MEETINGS	1
Section 4.	Place of Meetings	1
Section 5.	Annual Meetings	1
Section 6.	Special Meetings	9
Section 7.	Notice of Meetings	11
Section 8.	Quorum	12
Section 9.	Adjournment and Notice of Adjourned Meetings	12
Section 10.	Voting Rights	13
Section 11.	Joint Owners of Stock	13
Section 12.	List of Stockholders	13
Section 13.	Action without Meeting	13
Section 14.	Organization	13
ARTICLE IV	DIRECTORS	14
Section 15.	Number and Term of Office	14
Section 16.	Powers	14
Section 17.	Classes of Directors	14
Section 18.	Duties of Chairman of the Board of Directors	15
Section 19.	Lead Independent Director	15
Section 20.	Vacancies	15
Section 21.	Resignation	16
Section 22.	Removal	16
Section 23.	Meetings	16
Section 24.	Quorum and Voting	17
Section 25.	Action without Meeting	18
Section 26.	Fees and Compensation	18
Section 27.	Committees	18
Section 28.	Organization	19
ARTICLE V	OFFICERS	19
Section 29.	Officers Designated	19
Section 30.	Tenure and Duties of Officers	20
Section 31.	Delegation of Authority	21
Section 32.	Resignations	21
Section 33.	Removal	21


ARTICLE VI	EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION	21
Section 34.	Execution of Corporate Instruments	21
Section 35.	Voting of Securities Owned by the Corporation	22
ARTICLE VII	SHARES OF STOCK	22
Section 36.	Form and Execution of Certificates	22
Section 37.	Lost Certificates	22
Section 38.	Transfers	22
Section 39.	Fixing Record Dates	23
Section 40.	Registered Stockholders	23
ARTICLE VIII	OTHER SECURITIES OF THE CORPORATION	23
Section 41.	Execution of Other Securities	23
ARTICLE IX	DIVIDENDS	24
Section 42.	Declaration of Dividends	24
Section 43.	Dividend Reserve	24
ARTICLE X	FISCAL YEAR	24
Section 44.	Fiscal Year	24
ARTICLE XI	INDEMNIFICATION	24
Section 45.	Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents	25
ARTICLE XII	NOTICES	28
Section 46.	Notices	28
ARTICLE XIII	AMENDMENTS	29
Section 47.	Amendments	29
ARTICLE XIV	LOANS TO OFFICERS	30
Section 48.	Loans to Officers	30
ARTICLE XV	FORUM FOR CERTAIN ACTIONS	30
Section 49.	Forum	30
Section 50.	Personal Jurisdiction	31
Section 51.	Enforceability	31
Section 52.	Notice and Consent	31
ARTICLE XVI	EMERGENCY BYLAWS	31
Section 53.	Emergency Bylaws	31
Section 54.	Meetings; Notice	31
Section 55.	Quorum	32
Section 56.	Liability	32
Section 57.	Amendments	32
Section 58.	Repeal or Change	32
Section 59.	Definitions	32


Peter Kuipers			Betsy Martinelli
Omnicell, Inc.			Omnicell, Inc.
(650) 251-6100			(724) 741-8341
peter.kuipers@omnicell.com			betsy.martinelli@omnicell.com