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): December 28, 2001


                               VENTIV HEALTH, INC.
             (Exact Name of Registrant as Specified in its Charter)


                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)


             0-30318                                     52-2181734
- -------------------------------------       ------------------------------------
     (Commission File Number)               (I.R.S. Employer Identification No.)



                           1114 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
               (Address of Principal Executive offices) (Zip Code)


                                 (212) 768-8000
               (Registrant's Telephone Number, Including Area Code


                                       N/A
          (Former Name or Former Address, if changed Since Last Report)



                               VENTIV HEALTH, INC.

                           CURRENT REPORT ON FORM 8-K

Item 5. Other Events.

Ventiv Health, Inc. announced today via press release that the Company has
signed a non-binding letter of intent with a subsidiary of a major financial
institution for a new credit facility of up to $50 million, which would be used
to refinance the Company's existing credit facility and meet the Company's
ongoing working capital needs. It is expected that a credit facility provided by
this lender would be secured by the Company's assets, and that borrowing
availability under the facility will be based on the level of the Company's
U.S.-based accounts receivable. Closing of this new credit facility is subject
to a due diligence and documentation process, which is currently in process.

The Company had previously disclosed in its Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2001, as filed with the Securities and
Exchange Commission on November 14, 2001, that it had executed a term sheet with
its current lending group on November 14, 2001 to enter into an amended credit
facility on or before December 3, 2001. The amended credit facility would be
secured by Ventiv's assets and would include a waiver of non-compliance through
December 21, 2001 for the Company's non-compliance with certain existing
financial covenants. It was anticipated that subsequent to December 3, 2001 the
parties would agree on modified financial and restrictive covenants and other
terms, which would be incorporated into the amended credit facility on or before
the December 21, 2001 expiration date of the waiver of non-compliance. As
disclosed in its Current Report on Form 8-K dated and filed as of December 3,
2001, the parties subsequently agreed to defer amending the credit facility in
any form until final agreement is reached on modifications to financial and
restrictive covenants and other terms.

The Company continues to work with its existing lenders to amend the Company's
existing $50 million unsecured revolving credit facility, as it is not in
compliance with certain financial covenants in this facility. It is the
Company's intention to finalize and close the new credit facility or amend its
existing credit facility during the first quarter of 2002. The Company
previously announced that it intended to amend its existing credit facility by
December 31, 2001. In the interim, the Company's current lenders have reserved
all rights and remedies, including the right to declare all amounts outstanding
under the existing facility immediately payable. Ventiv classified all amounts
outstanding under the credit facility as current at September 30, 2001.

Should the Company be unable to enter into an amended credit arrangement with
its existing bank group or a credit facility with a new lender, it will have to
seek alternative financing arrangements or sources of capital. However, there
can be no assurances that such alternative financing can be obtained. The
failure to obtain an amended credit facility containing a waiver and modified
financial covenants, to enter into a credit facility with a new lender or to
obtain other financing arrangements, would have a material adverse effect on the
financial condition of the Company and jeopardize its ability to continue as a
going concern.

Item 7. Financial Statements and Exhibits

(c) Exhibits

99.1 Press release of Ventiv Health, Inc., dated as of December 28, 2001.




                                   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 thereunto duly authorized.

                               VENTIV HEALTH, INC.

                                By: /s/ John R. Emery

                                   --------------------------------------------
Date: December 28, 2001            Name: John R. Emery
                                   Title: Chief Financial Officer
                                   (Principal Accounting and Financial Officer)

EX-99.1

                                  EXHIBIT 99.1
                             [LOGO OF VENTIV HEALTH]

Contacts:

    Investors/Corporate:                 Media:

    John R. Emery                        Noonan/Russo Communications, Inc.
    Chief Financial Officer              Lynn Blenkhorn
    (212) 768-8000                       (212) 696-4455
    investor@ventiv.com                  media@ventiv.com



                        UPDATE ON VENTIV CREDIT FACILITY

     o    Company signs non-binding letter of intent for new credit facility of
          up to $50 million
     o    Company continues to work with current lenders to amend existing
          credit facility

NEW YORK, December 28, 2001 -- Ventiv Health, Inc (Nasdaq: VTIV), a leading
provider of comprehensive marketing and sales solutions to the pharmaceutical
and life sciences industries, announced today that it has signed a non-binding
Letter of Intent with a subsidiary of a major financial institution for a new
credit facility of up to $50 million, which would be used to refinance the
Company's existing credit facility and meet the Company's ongoing working
capital needs. It is expected that this facility will be secured by the
Company's assets, and that borrowing availability under the facility will be
based on the level of the Company's U.S.-based accounts receivable. Closing of
this new credit facility is subject to a due diligence and documentation
process, which is currently underway.

In parallel, the Company continues to work with its existing lenders to amend
the Company's existing $50 million unsecured revolving credit facility, as it is
not in compliance with certain financial covenants in this facility. It is the
Company's intention to finalize and close the new credit facility or amend its
existing credit facility during the first quarter of 2002. The Company
previously announced that it intended to amend its existing credit facility by
December 31, 2001.

Until Ventiv's existing credit facility is amended or refinanced, Ventiv's
lenders have reserved all rights and remedies, including the right to declare
all amounts outstanding under the current facility immediately payable.
Accordingly, in its Form 10-Q, Ventiv classified all amounts outstanding under
the credit facility as current at September 30, 2001.

On September 30, 2001 Ventiv had cash and equivalents of $45.1 million and debt
outstanding under the credit facility of $35 million.

This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks that may cause Ventiv Health's
performance to differ materially. Such risks include, without limitation: risks
of general business disruption, including such risks as they relate to our
reliance on computer technology; the potential for regulatory or other change in
the pharmaceutical and life sciences industries; risks relating to compliance
with governmental regulation relating to the handling and distribution of
pharmaceutical products; our risks inherent in our international operations; our
dependence on expenditures by companies in the pharmaceutical and life sciences
industries; uncertainty related to the continued growth of pharmaceutical
outsourcing; our ability to compete successfully with other services in the
market and to operate and compete successfully in new lines of business; our
ability to maintain large client contracts or to enter into new contracts;
uncertainties related to future incentive payments and earnings under revenue
sharing arrangements; the ability of Ventiv's lenders to exercise all rights and
remedies under our $50 million unsecured revolving credit facility pending
refinancing or amendment of the facility; and, the availability of financing for
future expansion and internal growth initiatives.

                                  End of Filing