Edgar Filing: OMNICELL INC /CA/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934
(Amendment No. )*

Omnicell, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

68213N109

(CUSIP Number)

December 7, 2004

Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
ý	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 68213N109						Page 2 of 17 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Limited Partnership

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois limited partnership U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0

			6.	SHARED VOTING POWER 1,215,448 shares of Common Stock

			7.	SOLE DISPOSITIVE POWER 0

			8.	SHARED DISPOSITIVE POWER See Row 6 above.

	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 4.8% as of the date of this filing (based on 25,287,153 shares of Common Stock issued and outstanding as of October 31, 2004).

	12.	TYPE OF REPORTING PERSON* PN; HC

CUSIP No. 68213N109						Page 3 of 17 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GLB Partners, L.P.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0

			6.	SHARED VOTING POWER 1,215,448 shares of Common Stock

			7.	SOLE DISPOSITIVE POWER 0

			8.	SHARED DISPOSITIVE POWER See Row 6 above.

	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 4.8% as of the date of this filing (based on 25,287,153 shares of Common Stock issued and outstanding as of October 31, 2004).

	12.	TYPE OF REPORTING PERSON* PN; HC

CUSIP No. 68213N109						Page 4 of 17 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Investment Group, L.L.C.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0

			6.	SHARED VOTING POWER 1,215,448 shares of Common Stock

			7.	SOLE DISPOSITIVE POWER 0

			8.	SHARED DISPOSITIVE POWER See Row 6 above.

	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 4.8% as of the date of this filing (based on 25,287,153 shares of Common Stock issued and outstanding as of October 31, 2004).

	12.	TYPE OF REPORTING PERSON* OO; HC

CUSIP No. 68213N109						Page 5 of 17 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kenneth Griffin

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0

			6.	SHARED VOTING POWER 1,215,448 shares of Common Stock

			7.	SOLE DISPOSITIVE POWER 0

			8.	SHARED DISPOSITIVE POWER See Row 6 above.

	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 4.8% as of the date of this filing (based on 25,287,153 shares of Common Stock issued and outstanding as of October 31, 2004).

	12.	TYPE OF REPORTING PERSON* IN; HC

CUSIP No. 68213N109						Page 6 of 17 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Wellington Partners L.P.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois limited partnership U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0

			6.	SHARED VOTING POWER 1,215,448 shares of Common Stock

			7.	SOLE DISPOSITIVE POWER 0

			8.	SHARED DISPOSITIVE POWER See Row 6 above.

	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 4.8% as of the date of this filing (based on 25,287,153 shares of Common Stock issued and outstanding as of October 31, 2004).

	12.	TYPE OF REPORTING PERSON* PN; HC

CUSIP No. 68213N109						Page 7 of 17 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Wellington Partners L.P. SE

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0

			6.	SHARED VOTING POWER 1,215,448 shares of Common Stock

			7.	SOLE DISPOSITIVE POWER 0

			8.	SHARED DISPOSITIVE POWER See Row 6 above.

	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 4.8% as of the date of this filing (based on 25,287,153 shares of Common Stock issued and outstanding as of October 31, 2004).

	12.	TYPE OF REPORTING PERSON* PN; HC

CUSIP No. 68213N109						Page 8 of 17 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Kensington Global Strategies Fund Ltd.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda company

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0

			6.	SHARED VOTING POWER 1,215,448 shares of Common Stock

			7.	SOLE DISPOSITIVE POWER 0

			8.	SHARED DISPOSITIVE POWER See Row 6 above.

	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 4.8% as of the date of this filing (based on 25,287,153 shares of Common Stock issued and outstanding as of October 31, 2004).

	12.	TYPE OF REPORTING PERSON* CO; HC

CUSIP No. 68213N109						Page 9 of 17 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Equity Fund Ltd.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0

			6.	SHARED VOTING POWER 1,215,448 shares of Common Stock

			7.	SOLE DISPOSITIVE POWER 0

			8.	SHARED DISPOSITIVE POWER See Row 6 above.

	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 4.8% as of the date of this filing (based on 25,287,153 shares of Common Stock issued and outstanding as of October 31, 2004).

	12.	TYPE OF REPORTING PERSON* CO, HC

CUSIP No. 68213N109						Page 10 of 17 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aragon Investments, Ltd.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda company

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0

			6.	SHARED VOTING POWER 1,215,448 shares of Common Stock

			7.	SOLE DISPOSITIVE POWER 0

			8.	SHARED DISPOSITIVE POWER See Row 6 above.

	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 4.8% as of the date of this filing (based on 25,287,153 shares of Common Stock issued and outstanding as of October 31, 2004).

	12.	TYPE OF REPORTING PERSON* CO, BD

CUSIP No. 68213N109						Page 11 of 17 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Antaeus International Investments Ltd.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a)			ý
		(b)			o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0

			6.	SHARED VOTING POWER 1,215,448 shares of Common Stock

			7.	SOLE DISPOSITIVE POWER 0

			8.	SHARED DISPOSITIVE POWER See Row 6 above.

	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 4.8% as of the date of this filing (based on 25,287,153 shares of Common Stock issued and outstanding as of October 31, 2004).

	12.	TYPE OF REPORTING PERSON* CO, HC

CUSIP No. 68213N109

Page 12 of 17 Pages

Item	1(a)	Name of Issuer: OMNICELL, INC.

	1(b)	Address of Issuer’s Principal Executive Offices:

		1201 Charleston Road
		Mountain View, California 94043

Item	2(a)	Name of Person Filing
Item	2(b)	Address of Principal Business Office
Item	2(c)	Citizenship

	Citadel Limited Partnership
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Illinois limited partnership

	GLB Partners, L.P.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Delaware limited partnership

	Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Delaware limited liability company

	Kenneth Griffin
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	U.S. Citizen

	Citadel Wellington Partners L.P.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Illinois limited partnership

	Citadel Wellington Partners L.P. SE
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Delaware limited partnership

CUSIP No. 68213N109

Page 13 of 17 Pages

	Citadel Kensington Global Strategies Fund Ltd.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Bermuda company

	Citadel Equity Fund Ltd.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Cayman Islands company

	Aragon Investments, Ltd.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Bermuda company

	Citadel Antaeus International Investments Ltd.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Cayman Islands company

	2(d)	Title of Class of Securities:
		Common Stock, par value $0.001 per share

	2(e)	CUSIP Number: 68213N109

Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under Section 15 of the Exchange Act;
	(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act;
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
	(d)	o	Investment company registered under Section 8 of the Investment Company Act;
	(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

CUSIP No. 68213N109

Page 14 of 17 Pages

	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. ý

Item 4

Ownership:

CITADEL LIMITED PARTNERSHIP
GLB PARTNERS, L.P.
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON PARTNERS L.P.

CITADEL WELLINGTON PARTNERS L.P. SE

CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.

ARAGON INVESTMENTS, LTD.

CITADEL ANTAEUS INTERNATIONAL INVESTMENTS LTD.

	(a)	Amount beneficially owned:
1,215,448 shares of Common Stock
	(b)	Percent of class:
Approximately 4.8% as of the date of this filing (based on 25,287,153 shares of Common Stock issued and outstanding as of October 31, 2004).
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 0
		(ii)	Shared power to vote or to direct the vote See item (a) above.
		(iii)	Sole power to dispose or to direct the disposition of 0
		(iv)	Shared power to dispose or to direct the disposition of See item (a) above.

The obligation to file this Schedule 13G arose on December 7, 2004. The Reporting Persons have subsequently reduced their beneficial ownership to the currently reported percentage. At no time since December 7, 2004 have the Reporting Persons been the beneficial owners of greater than 10% of the Company’s outstanding Common Stock as determined in accordance with Rule 13d of the Securities Exchange Act of 1934.

CUSIP No. 68213N109

Page 15 of 17 Pages

Item 5	Ownership of Five Percent or Less of a Class:
Not Applicable.

Item 6	Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.

Item 7	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
See Item 2 above.

Item 8.	Identification and Classification of Members of the Group
Not Applicable.

Item 9	Notice of Dissolution of Group:
Not Applicable.

Item 10	Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

* Adam C. Cooper is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on November 19, 2002, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Form 3 for Metals USA, Inc.

CUSIP No. 68213N109

Page 16 of 17 Pages

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 16th day of December, 2004			KENNETH GRIFFIN

			By:	/s/ Adam C. Cooper
				Adam C. Cooper, attorney-in-fact*

CITADEL LIMITED PARTNERSHIP			CITADEL INVESTMENT GROUP, L.L.C.

By:		GLB Partners, L.P.,	By:	/s/ Adam C. Cooper
		its General Partner		Adam C. Cooper, Senior Managing
				Director and General Counsel
By:		Citadel Investment Group, L.L.C.,
		its General Partner	CITADEL EQUITY FUND LTD.

By:		/s/ Adam C. Cooper	By:	Citadel Limited Partnership,
		Adam C. Cooper, Senior Managing		its Portfolio Manager
		Director and General Counsel
			By:	GLB Partners, L.P.,
GLB PARTNERS, L.P.				its General Partner

By:	Citadel Investment Group, L.L.C.,		By:	Citadel Investment Group, L.L.C.,
	its General Partner			its General Partner

By:	/s/ Adam C. Cooper		By:	/s/ Adam C. Cooper
	Adam C. Cooper, Senior Managing			Adam C. Cooper, Senior Managing
	Director and General Counsel			Director and General Counsel

CITADEL WELLINGTON PARTNERS			CITADEL ANTAEUS INTERNATIONAL
L.P.			INVESTMENTS LTD.

By:	Citadel Limited Partnership,		By:	Citadel Limited Partnership,
	its General Partner			its Portfolio Manager

By:	GLB Partners, L.P.,		By:	GLB Partners, L.P.,
	its General Partner			its General Partner

By:	Citadel Investment Group, L.L.C.,		By:	Citadel Investment Group, L.L.C.,
	its General Partner			its General Partner

By:	/s/ Adam C. Cooper		By:	/s/ Adam C. Cooper
	Adam C. Cooper, Senior Managing			Adam C. Cooper, Senior Managing
	Director and General Counsel			Director and General Counsel

CUSIP No. 68213N109

Page 17 of 17 Pages

CITADEL WELLINGTON PARTNERS L.P. SE		ARAGON INVESTMENTS, LTD.

By:	Citadel Limited Partnership,	By:	Citadel Limited Partnership,
	its General Partner		its Portfolio Manager

By:	GLB Partners, L.P.,	By:	GLB Partners, L.P.,
	its General Partner		its General Partner

By:	Citadel Investment Group, L.L.C.,	By:	Citadel Investment Group, L.L.C.,
	its General Partner		its General Partner

By:	/s/ Adam C. Cooper	By:	/s/ Adam C. Cooper
	Adam C. Cooper, Senior Managing		Adam C. Cooper, Senior Managing
	Director and General Counsel		Director and General Counsel

CITADEL KENSINGTON GLOBAL
STRATEGIES FUND LTD.

By:	Citadel Limited Partnership,
	its Portfolio Manager

By:	GLB Partners, L.P.,
	its General Partner

By:	Citadel Investment Group, L.L.C.,
	its General Partner

By:	/s/ Adam C. Cooper
	Adam C. Cooper, Senior Managing
	Director and General Counsel