-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OvyfAw/3wg864RBBzA9kwthmO1EwOHHiQSLKQUkdBD3aGkN6yMUqKBkU1MjSQo+9 0kzNZ0moMEdemy/hkiRBpw== 0000950130-02-007189.txt : 20021021 0000950130-02-007189.hdr.sgml : 20021021 20021021172733 ACCESSION NUMBER: 0000950130-02-007189 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020926 ITEM INFORMATION: Other events FILED AS OF DATE: 20021021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VENTIV HEALTH INC CENTRAL INDEX KEY: 0001089473 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 522181734 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30318 FILM NUMBER: 02794303 BUSINESS ADDRESS: STREET 1: 200 COTTONTAIL LANE STREET 2: VANTAGE COURT NORTH CITY: SOMERSET STATE: NJ ZIP: 08873 MAIL ADDRESS: STREET 1: 200 COTTONTAIL LANE STREET 2: VANTAGE COURT NORTH CITY: SOMERSET STATE: NJ ZIP: 08873 FORMER COMPANY: FORMER CONFORMED NAME: SNYDER HEALTHCARE SERVICES INC DATE OF NAME CHANGE: 19990624 8-K 1 d8k.txt FORM 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): September 26, 2002 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.) c/o VENTIV HEALTH U.S. SALES VANTAGE COURT NORTH 200 COTTONTAIL LANE SOMERSET, NEW JERSEY 08873 (Address of Principal Executive offices) (Zip Code) (800) 416-0555 (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 Material Events On September 26, 2002 and October 16, 2002, the Company completed the sale of its Germany and United Kingdom ("U.K.") based contract sales business units, respectively, as more fully discussed below. On September 26, 2002 and effective September 30, 2002, the Company completed the sale of 100% of the shares of Ventiv Health Germany GmbH (the holding company for the subsidiaries comprising the Ventiv Health Germany operating unit) to a group of management purchasers, lead by the managing director of that business. In consideration for the sale, the Company received $6.2 million at closing, and shall receive additional consideration of $5.0 million payable from future earnings of the business. The business will continue to operate under the name "Ventiv Health Germany" for a period of up to three (3) years. The Company shall also provide ongoing assistance, business referrals and other consultancy services for a period of three (3) years, for which it expects to receive total compensation of $0.8 million over term of the related agreement. On October 16, 2002, the Company completed the sale of the assets and business of its Ventiv Health U.K. operating unit to Ireland-based United Drug plc. Total consideration of $7.5 million was satisfied in cash and received in full on completion of transaction. Exhibits 99.1 Press Release dated October 17, 2002 completing the sale of the Company's Germany-based contract sales business unit 99.2 Press Release dated October 17, 2002 completing the sale of the Company's United Kingdom ("U.K.")-based contract sales business unit 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: October 21, 2002 Name: John R. Emery Title: Chief Financial Officer (Principal Accounting and Financial Officer) EX-99.1 3 dex991.txt PRESS RELEASE EXHIBIT 99.1 Ventiv Health, Inc. Completes Sale of German-Based CSO Business SOMERSET, N.J., Oct 17, 2002 Ventiv Health, Inc. (Nasdaq: VTIV) today announced that it has completed the sale of its German-based Contract Sales Organization (CSO) in a management buy-out transaction. The Company is to receive total consideration of up to $12.0 million, $6.2 million of which was paid at closing with the balance payable from future earnings of the business. Mr. Eran Broshy, CEO of Ventiv Health, stated, "We are pleased to have completed the sale of our German-based CSO business. As communicated in our most recent quarterly press release, we adopted a plan to explore the divestiture of our European CSO businesses, in order to focus our resources on our U.S.-based contract sales and analytics businesses which we believe offer greater potential for growth. The sale of our German business represents the first completed step in this plan of divestiture." Ms. Andrea von Beckerath, former General Manager of Ventiv Health-Germany and now purchaser of this business, said, "I am very pleased to have completed the acquisition of Ventiv Health's German-based CSO business. We will retain the Ventiv Health name, which is well-recognized in Germany, and will continue to work closely with Ventiv on cross-border opportunities where appropriate. Our management team and financial backers are highly confident that we can continue to grow this business successfully in the coming years." 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: changes in trends in the pharmaceutical industry or in pharmaceutical outsourcing; our ability to compete successfully with other services in the market; our ability to maintain large client contracts or to enter into new contracts; uncertainties related to future incentive payments; and, our ability to operate successfully in new lines of business. Readers of this press release are referred to documents filed from time to time by Ventiv Health Inc. with the Securities and Exchange Commission for further discussion of these and other factors. SOURCE Ventiv Health, Inc. CONTACT: Investors - Corporate: - John Emery, CFO of Ventiv Health, Inc., 1-732-537-4800, investor@ventiv.com EX-99.2 4 dex992.txt PRESS RELEASE EXHIBIT 99.2 Ventiv Health, Inc. Completes Sale of United Kingdom-Based CSO Business To United Drug Plc SOMERSET, N.J., Oct 17, 2002 Ventiv Health, Inc. (Nasdaq: VTIV) today announced that it has completed the divestiture of its United Kingdom-based Contract Sales Organization (CSO) business to Ireland-based United Drug plc (ISE: UDG.I; LSE: UDG.L). Total consideration for the purchase was $7.5 million (Stg 4.8 million pounds sterling), which was satisfied in cash and paid in full on completion of the transaction. Mr. Eran Broshy, CEO of Ventiv, stated, "We are pleased to have completed the sale of our U.K.-based CSO business. As communicated in our most recent quarterly press release, we adopted a plan to explore the divestiture of our European CSO businesses, in order to focus our resources on our U.S.-based contract sales and analytics businesses, which we believe offer greater potential for growth. The successful completion of the sale of our U.K. business demonstrates the substantial progress we have made in executing this strategy." 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: changes in trends in the pharmaceutical industry or in pharmaceutical outsourcing; our ability to compete successfully with other services in the market; our ability to maintain large client contracts or to enter into new contracts; uncertainties related to future incentive payments; and, our ability to operate successfully in new lines of business. Readers of this press release are referred to documents filed from time to time by Ventiv Health Inc. with the Securities and Exchange Commission for further discussion of these and other factors. SOURCE Ventiv Health, Inc. CONTACT: Investors - Corporate, John Emery, CFO of Ventiv Health, Inc., 1-732-537-4800, or investor@ventiv.com -----END PRIVACY-ENHANCED MESSAGE-----