Exhibit

4.1




 




CERTIFICATE OF DESIGNATION




 




OF




 




SERIES A JUNIOR PARTICIPATING

PREFERRED STOCK




 




(Pursuant to Section 151 of the




Delaware General Corporation Law)




 




Omnicell, Inc.,  a corporation

organized and existing under the General Corporation Law of the State of

Delaware (hereinafter called the “Company”), hereby certifies that the

following resolution was adopted by the Board of Directors of the Corporation

as required by Section 151 of the General Corporation Law at a meeting

duly called and held on February 6, 2003:




 




Resolved,  that pursuant to the authority

granted to and vested in the Board of Directors of the Company in accordance

with the provisions of its Amended and

Restated  Certificate of Incorporation, the Board of Directors hereby

creates a series of Preferred Stock, par value $0.001 per share, of the Company

and hereby states the designation and number of shares, and fixes the relative

designations and the powers, preferences and rights, and the qualifications,

limitations and restrictions thereof (in addition to the provisions set forth

in the Certificate of Incorporation of the Company, which are applicable to the

Preferred Stock of all classes and series), as follows:




 




Series A

Junior Participating Preferred Stock:




 




Section

1.              Designation and Amount.  One million

(1,000,000)shares of Preferred Stock, $0.001 par value, are designated “Series

A Junior Participating Preferred Stock” with the designations and the powers,

preferences and rights, and the qualifications, limitations and restrictions

specified herein (the “Junior Preferred Stock”).  Such number of shares may be increased or decreased by resolution

of the Board of Directors; provided, that no decrease shall reduce

the number of shares of Junior Preferred Stock to a number less than the number

of shares then outstanding plus the number of shares reserved for issuance upon

the exercise of outstanding options, rights or warrants or upon the conversion

of any outstanding securities issued by the Company convertible into Junior

Preferred Stock.




 




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Section

2.              Dividends and

Distributions.




 




(A)           Subject to the rights of the holders

of any shares of any series of Preferred Stock (or any similar stock) ranking

prior and superior to the Junior Preferred Stock with respect to dividends, the

holders of shares of Junior Preferred Stock, in preference to the holders of

Common Stock, par value $0.001 per share (the “Common Stock”), of the Company,

and of any other junior stock, shall be entitled to receive, when, as and if

declared by the Board of Directors out of funds legally available for the

purpose, quarterly dividends payable in cash on the first day of April, July,

October and January in each year (each such date being referred to herein as a

“Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend

Payment Date after the first issuance of a share or fraction of a share of

Junior Preferred Stock, in an amount per share (rounded to the nearest cent)

equal to the greater of (a) $l.00 or (b) subject to the provision for

adjustment hereinafter set forth, 100 times the aggregate per share amount of

all cash dividends, and 100 times the aggregate per share amount (payable in

kind) of all non-cash dividends or other distributions, other than a dividend

payable in shares of Common Stock or a subdivision of the outstanding shares of

Common Stock (by reclassification or otherwise), declared on the Common Stock

since the immediately preceding Quarterly Dividend Payment Date or, with

respect to the first Quarterly Dividend Payment Date, since the first issuance

of any share or fraction of a share of Junior Preferred Stock.  In the event the Company shall at any time

declare or pay any dividend on the Common Stock payable in shares of Common Stock,

or effect a subdivision or combination or consolidation of the outstanding

shares of Common Stock (by reclassification or otherwise than by payment of a

dividend in shares of Common Stock) into a greater or lesser number of shares

of Common Stock, then in each such case the amount to which holders of shares

of Junior Preferred Stock were entitled immediately prior to such event under

clause (b) of the preceding sentence shall be adjusted by multiplying such

amount by a fraction, the numerator of which is the number of shares of Common

Stock outstanding immediately after such event and the denominator of which is

the number of shares of Common Stock that were outstanding immediately prior to

such event.




 




(B)           The Company shall declare a dividend

or distribution on the Junior Preferred Stock as provided in paragraph (A) of

this Section immediately after it declares a dividend or distribution on the

Common Stock (other than a dividend payable in shares of Common Stock); provided,

that in the event no dividend or distribution shall have been declared on the

Common Stock during the period between any Quarterly Dividend Payment Date and

the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per

share on the Junior Preferred Stock shall nevertheless be payable on such

subsequent Quarterly Dividend Payment Date.




 




(C)           Dividends shall begin to accrue and

be cumulative on outstanding shares of Junior Preferred Stock from the

Quarterly Dividend Payment Date next preceding the date of issue of such shares,

unless the date of issue of such shares is prior to the record date for the

first Quarterly Dividend Payment Date, in which case dividends on such shares

shall begin to accrue from the date of issue of such shares, or unless the date

of issue is a Quarterly Dividend Payment Date or is a date after the record

date for the determination of holders of shares of Junior Preferred Stock

entitled to receive a quarterly dividend and before such Quarterly Dividend

Payment Date, in either of which events such dividends shall begin to accrue

and be cumulative from such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not bear




 




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interest.  Dividends paid on the shares of Junior

Preferred Stock in an amount less than the total amount of such dividends at

the time accrued and payable on such shares shall be allocated pro rata on a

share-by-share basis among all such shares at the time outstanding.   The Board of Directors may fix a record

date for the determination of holders of shares of Junior Preferred Stock

entitled to receive payment of a dividend or distribution declared thereon,

which record date shall be not more than 60 days prior to the date fixed for

the payment thereof.




 




Section 3.              Voting Rights. 

The holders of shares of Junior Preferred Stock shall have

the following voting rights:




 




(A)           Subject to the provision for

adjustment hereinafter set forth, each share of Junior Preferred Stock shall

entitle the holder thereof to 100 votes on all matters submitted to a vote of

the stockholders of the Company.  In the

event the Company shall at any time declare or pay any dividend on the Common

Stock payable in shares of Common Stock, or effect a subdivision or combination

or consolidation of the outstanding shares of Common Stock (by reclassification

or otherwise than by payment of a dividend in shares of Common Stock) into a

greater or lesser number of shares of Common Stock, then in each such case the

number of votes per share to which holders of shares of Junior Preferred Stock

were entitled immediately prior to such event shall be adjusted by multiplying

such number by a fraction, the numerator of which is the number of shares of

Common Stock outstanding immediately after such event and the denominator of

which is the number of shares of Common Stock that were outstanding immediately

prior to such event.




 




(B)           Except as otherwise provided herein,

in any other Certificate of Designation creating a series of Preferred Stock or

any similar stock, or by law, the holders of shares of Junior Preferred Stock

and the holders of shares of Common Stock and any other capital stock of the

Company having general voting rights shall vote together as one class on all

matters submitted to a vote of stockholders of the Company.




 




(C)           Except as set forth herein, or as

otherwise provided by law, holders of Junior Preferred Stock shall have no

special voting rights and their consent shall not be required (except to the

extent they are entitled to vote with holders of Common Stock as set forth

herein) for taking any corporate action.




 




Section 4.              Certain Restrictions.




 




(A)           Whenever quarterly dividends or other

dividends or distributions payable on the Junior Preferred Stock as provided in

Section 2 are in arrears, thereafter and until all accrued and unpaid

dividends and distributions, whether or not declared, on shares of Junior

Preferred Stock outstanding shall have been paid in full, the Company shall

not:




 




(i)            declare or pay dividends, or make

any other distributions, on any shares of stock ranking junior (either as to

dividends or upon liquidation, dissolution or winding up) to the Junior

Preferred Stock;




 




(ii)           declare or pay dividends, or make any

other distributions, on any shares of stock ranking on a parity (either as to

dividends or upon liquidation, dissolution or winding up) with the Junior

Preferred Stock, except dividends paid ratably on the Junior




 




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Preferred Stock and all

such parity stock on which dividends are payable or in arrears in proportion to

the total amounts to which the holders of all such shares are then entitled;




 




(iii)          redeem or purchase or otherwise

acquire for consideration shares of any stock ranking junior (either as to

dividends or upon liquidation, dissolution or winding up) to the Junior

Preferred Stock, provided that the Company may at any time redeem, purchase or

otherwise acquire shares of any such junior stock in exchange for shares of any

stock of the Company ranking junior (either as to dividends or upon

dissolution, liquidation or winding up) to the Junior Preferred Stock; or




 




(iv)           redeem or purchase or otherwise

acquire for consideration any shares of Junior Preferred Stock, or any shares

of stock ranking on a parity (either as to dividends or upon liquidation,

dissolution or winding up) with the Junior Preferred Stock, except in

accordance with a purchase offer made in writing or by publication (as

determined by the Board of Directors) to all holders of such shares upon such

terms as the Board of Directors, after consideration of the respective annual

dividend rates and other relative rights and preferences of the respective

series and classes, shall determine in good faith will result in fair and

equitable treatment among the respective series or classes.




 




(B)           The Company shall not permit any

subsidiary of the Company to purchase or otherwise acquire for consideration

any shares of stock of the Company unless the Company could, under paragraph

(A) of this Section 4, purchase or otherwise acquire such shares at such

time and in such manner.




 




Section

5.              Reacquired Shares.  Any shares of Junior

Preferred Stock purchased or otherwise acquired by the Company in any manner

whatsoever shall be retired and cancelled promptly after the acquisition

thereof.  All such shares shall upon

their cancellation become authorized but unissued shares of Preferred Stock and

may be reissued as part of a new series of Preferred Stock subject to the

conditions and restrictions on issuance set forth herein, in the Amended and

Restated  Certificate

of Incorporation, or in any other Certificate of Designation creating a series

of Preferred Stock or any similar stock or as otherwise required by law.




 




Section

6.              Liquidation, Dissolution

or Winding Up.  Upon

any liquidation, dissolution or winding up of the Company, no distribution

shall be made (1) to the holders of shares of stock ranking junior (either as

to dividends or upon liquidation, dissolution or winding up) to the Junior

Preferred Stock unless, prior thereto, the holders of shares of Junior

Preferred Stock shall have received $100 per share, plus an amount equal to

accrued and unpaid dividends and distributions thereon, whether or not

declared, to the date of such payment, provided that the holders of shares of

Junior Preferred Stock shall be entitled to receive an aggregate amount per

share, subject to the provision for adjustment hereinafter set forth, equal to

100 times the aggregate amount to be distributed per share to holders of shares

of Common Stock, or (2) to the holders of shares of stock ranking on a parity

(either as to dividends or upon liquidation, dissolution or winding up) with

the Junior Preferred Stock, except distributions made ratably on the Junior

Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such

shares are entitled upon such liquidation, dissolution or winding up.  In the event the Company shall at any time

declare or pay any dividend on the Common Stock payable in shares of Common

Stock, or effect a subdivision or combination or consolidation of




 




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the outstanding shares of

Common Stock (by reclassification or otherwise than by payment of a dividend in

shares of Common Stock) into a greater or lesser number of shares of Common

Stock, then in each such case the aggregate amount to which holders of shares

of Junior Preferred Stock were entitled immediately prior to such event under

the proviso in clause (1) of the preceding sentence shall be adjusted by

multiplying such amount by a fraction the numerator of which is the number of

shares of Common Stock outstanding immediately after such event and the

denominator of which is the number of shares of Common Stock that were

outstanding immediately prior to such event.




 




Section

7.              Consolidation, Merger,

Etc.  In case the

Company shall enter into any consolidation, merger, combination or other

transaction in which the shares of Common Stock are exchanged for or changed

into other stock or securities, cash and/or any other property, then in any

such case each share of Junior Preferred Stock shall at the same time be

similarly exchanged or changed into an amount per share, subject to the

provision for adjustment hereinafter set forth, equal to 100 times the

aggregate amount of stock, securities, cash and/or any other property (payable

in kind), as the case may be, into which or for which each share of Common

Stock is changed or exchanged.  In the

event the Company shall at any time declare or pay any dividend on the Common

Stock payable in shares of Common Stock, or effect a subdivision or combination

or consolidation of the outstanding shares of Common Stock (by reclassification

or otherwise than by payment of a dividend in shares of Common Stock) into a

greater or lesser number of shares of Common Stock, then in each such case the

amount set forth in the preceding sentence with respect to the exchange or

change of shares of Junior Preferred Stock shall be adjusted by multiplying

such amount by a fraction, the numerator of which is the number of shares of

Common Stock outstanding immediately after such event and the denominator of

which is the number of shares of Common Stock that were outstanding immediately

prior to such event.




 




Section

8.              No Redemption.  The shares of Junior

Preferred Stock shall not be redeemable.




 




Section

9.              Rank.  The Junior Preferred Stock

shall rank, with respect to the payment of dividends and the distribution of

assets, junior to all series of any other class of the Company’s Preferred

Stock.




 




Section

10.            Amendment.  The Amended and Restated Certificate of

Incorporation of the Company shall not be amended in any manner which would

materially alter or change the powers, preferences or special rights of the

Junior Preferred Stock so as to affect them adversely without the affirmative

vote of the holders of at least two-thirds of the outstanding shares of Junior

Preferred Stock, voting together as a single class.




 




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In Witness

Whereof,  the undersigned have executed this certificate as of

February 6, 2003.




 




 




	

   


  	

  /s/ Randall A.

  Lipps


  
	

   


  	

  Randall A. Lipps


  
	

   


  	

  President and Chief Executive

  Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  /s/ Robert J.

  Brigham


  
	

   


  	

  Robert J. Brigham


  
	

   


  	

  Secretary


  





 




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