8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 4, 2011

OMNICOMM SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-50839	11-3349762
(Commission File Number)	(IRS Employer Identification No.)
2101 W. Commercial Blvd. Suite 3500, Ft. Lauderdale, FL	33331
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (954) 473-1254

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 4, 2011, Fernando Montero resigned as a member of the Board of Directors of OmniComm Systems, Inc. (the “Company”), as well as the Company’s Audit Committee. The resignation was effective on the same date. Mr. Montero’s resignation is not in connection with any known disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On August 4, 2011, the Company announced the appointment of Dr. Jonathan Seltzer to its Board of Directors.

Item 5.07 Submission of Matters to a Vote of Security Holders.

We held our annual stockholders' meeting in Fort Lauderdale, Florida on August 4, 2011 Stockholders voted on the following four matters:

1. To elect five directors to the board of directors to serve until the date of our next annual meeting until their successors have been elected and qualified;

2. To ratify the appointment of Webb & Company, as our independent auditors;

3. a non-binding advisory vote on the frequency of an advisory vote on executive compensation; and

4. a non-binding advisory vote on executive compensation.

The count of shares present immediately prior to the commencement of the meeting indicated that 65,143,337 shares of the Company’s voting capital stock were present in person or by proxy.  This is 73.8% of the outstanding voting stock of the Company.  The stockholders approved the proposals, voting as follows:

Proposal 1.	For	Against	Abstain
Election of directors:
Randall G. Smith	122,526,379	2,126,464	0
Cornelis F. Wit	122,336,261	2,316,582	0
Guus van Kesteren	123,827,418	825,425	0
Matthew D. Veatch	123,600,389	1,052,454	0

Proposal 2.	For	Against	Abstain
To ratify the appointment of Webb & Company, as our independent auditors	141,507,863	515,947	2,144,574

Proposal 3.	Three (3) Years	Two (2) Years	One (1) Year
Non-binding advisory vote on the frequency of an advisory vote on executive compensation	25,930,069	81,033	98,591,702

Proposal 4..	For	Against	Abstain
Non-binding advisory vote on executive compensation	123,492,825	879,801	280,217

Item 7.01 Regulation FD Disclosure.

On August 8, 2011, OmniComm System, Inc. issued a press release announcing Mr. Montero’s resignation from the Board. A copy of this press release is furnished as Exhibit 99.1 to this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	OmniComm Systems, Inc.
August 8, 2011	By:	/s/ Ronald T. Linares
		Ronald T. Linares
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

OMNICOMM SYSTEMS APPOINTS JONATHAN SELTZER, M.D. TO BOARD OF DIRECTORS

ANNOUNCES CHANGE IN DIRECTORS

Ft. Lauderdale, Florida – August 5, 2011 - /MarketWire/ - OmniComm Systems, Inc. (OTC Bulletin Board: OMCM), one of the fastest growing companies in the EDC marketplace, today announced the appointment of Dr. Jonathan Seltzer to its Board of Directors.

Randall, G. Smith, Chairman and Chief Technology Officer for the Company, commented, “Dr. Seltzer’s appointment is another example of OmniComm’s commitment to develop and maintain a distinguished Board of Directors, supporting our strategy of becoming the EDC company of choice to pharmaceutical, biotechnology and medical device companies.  Jonathan’s experience both in the regulatory aspects of clinical trials and as a clinical investigator add valuable knowledge and perspective to the Board.  In addition we believe Jonathan brings a wealth of strategic experience and will be an excellent resource to the company as it relates to product strategy across the spectrum of our service offerings.

Dr. Seltzer is president of Applied Clinical Intelligence, LLC   highly efficient risk reduction solutions for clinical research such as the  iCommitteesTM  solution  expertise for Data Monitoring Committees (DSMBs) and EACs.  Prior to his current role, Dr. Seltzer served as Vice President for Premier Research Worldwide as well as Deputy Director of the Office of Health Policy at Thomas Jefferson University. Currently he serves as  President and chair of the board of trustees of the Academy of Pharmaceutical Physicians and Investigators, and, on their behalf,  he serves on the steering committee of the Clinical Trial Transformation Initiative. Additionally, he is Director of Clinical Research at the Main Line Health Heart Center.  Dr. Seltzer received board-certification in both cardiology and internal medicine. He holds a BA from Haverford College, an MBA and MA from the University of Michigan, and an MD from the University of Pennsylvania. He received postgraduate medical training at the universities of Michigan, Maryland and Chicago. He is a Fellow of the American College of Cardiology.   

Dr. Seltzer commented on his appointment to our board of directors, “I’m looking forward to joining OmniComm Systems and contributing to their impressive growth.  I will try to leverage my experience as an investigator to ensure that we continue to release cutting-edge technology and services to meet the evolving needs of the clinical investigator and research community.”

The company announced today that in connection with his decision not to stand for reelection to the board of directors Fernando Montero had resigned effective August 4, 2011as a member of the Board of Directors. 

“Mr. Montero was a respected member of our Board and provided critical financial insight into our operations as well as helping guide our strategies in the capital markets,” said Cornelis F. Wit, Chief Executive Officer of OmniComm Systems. “On behalf of the entire Board I want to thank Fernando for the valuable service he has provided the last four years.”

About OmniComm Systems, Inc.

OmniComm Systems, Inc. (www.OmniComm.com) provides customer-driven Internet solutions to pharmaceutical, biotechnology, research and medical device organizations that conduct life changing clinical trial research. OmniComm's growing base of satisfied customers is a direct result of the company's commitment to deliver products and services that ensure ease of use, faster study build, ease of integration and better performance. OmniComm's pricing model is easily understood and allows companies ranging from small, to large, to maximize their clinical research investments. OmniComm Systems, Inc has U.S. headquarters in Fort Lauderdale, FL and European headquarters in Bonn, Germany, with satellite offices in New Jersey and the United Kingdom, as well as sales offices throughout the U.S. and Europe.

Safe Harbor Disclaimer

Statements made by OmniComm included in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks and uncertainties such as the Company's ability to obtain new contracts and accurately estimate net revenues due to uncertain regulatory guidance, variability in size, scope and duration of projects, and internal issues at the sponsoring client, integration of acquisitions, competitive factors, technological development, and market demand. As a result, actual results may differ materially from any financial outlooks stated herein. Further information on potential factors that could affect the Company's financial results can be found in the Company's Reports on Form 10-K and 10-Q filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

CONTACT:

Ron Linares

OmniComm Systems, Inc.

954-473-1254

rtlcfo@omnicomm.com