-----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, I3Or9ipAJrBKh/2HkxLbS6JntLsXxc1GztMSl8wmhyq4/MClsUOEVX6+SrF3UM3H Sc/LeCghs3N+kC6AJRsp/g== 0001089473-04-000024.txt : 20040614 0001089473-04-000024.hdr.sgml : 20040611 20040614164628 ACCESSION NUMBER: 0001089473-04-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040614 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040614 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: 04861899 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 form8kfranklin.htm 8K FORM FRANKLIN GROUP PRESS RELEASE 8K Form Franklin Group Press Release

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): June 9, 2004

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.)

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)
 
     
 
CURRENT REPORT ON FORM 8-K


(c) Exhibits
99.1 Press release dated June 9, 2004.
 

Item 9. Regulation FD Disclosure
 
On June 9, 2004, Ventiv Health, Inc. (the “Company”) issued a press release announcing the acquisition of Franklin Group, Inc., a privately-held company based in Somerville, New Jersey, specializing in pharmaceutical compliance services and innovative patient assistance programs. The financial terms of the transaction were not disclosed. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information included pursuant to this Item 9 (including the exhibits) shall not be deemed to be incorporated by reference into any filing made by the Company pursuant to the Securities Act of 1933, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.






 
     
 

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: June 14, 2004                               Name: John R. Emery
                                               Title: Chief Financial Officer
                                                        (Principal Accounting and Financial Officer)
 
 

 
     
 


Exhibit Number
 
Description of Exhibit
 
99.1
 
Press Release of Ventiv Health, Inc., dated June 9, 2004
 

 EX-99.1 CHARTER 2 pressrelease.htm Q2 04 FG ACQUISITION PRESS RELEASE Q2 04 FG Acquisition Press Release

 Exhibit 99.1



Contacts:
Investors/Corporate:
John R. Emery
Chief Financial Officer
(732) 537-4804
investor@ventiv.com


Ventiv Health Announces Strategic Acquisition of Franklin Group

  • Acquisition strengthens Ventiv’s offerings and opportunities for growth
  • Franklin Group is a recognized leader in the rapidly growing market for pharmaceutical compliance services and innovative patient assistance programs
  • Acquisition is immediately accretive to Ventiv’s earnings
SOMERSET, NEW JERSEY, June 9, 2004 -- Ventiv Health, Inc. (Nasdaq: VTIV), a leading provider of comprehensive marketing and sales solutions to the pharmaceutical and life sciences industries, today announced that it has successfully completed the acquisition of Franklin Group, Inc (“Franklin”). The financial terms of the transaction were not disclosed. Franklin, a privately held company based in Somerville, New Jersey, is a recognized leader in the rapidly growing U.S. market for pharmaceutical compliance services and innovative patient assistance programs.

Eran Broshy, Chief Executive Officer of Ventiv Health, Inc., stated, “Franklin is a recognized leader in the rapidly growing U.S. market for pharmaceutical compliance services and patient assistance programs, and currently provides services to a majority of the top ranked global pharmaceutical companies. The combination of Ventiv and Franklin establishes an expanded suite of offerings with an unprecedented level of integrated compliance oversight embedded into these services. It also provides new opportunities for growth and supports our goal of providing full service programs to companies in the pharmaceutical and biotechnology areas. We expect Franklin’s operations to be immediately accretive to Ventiv’s earnings per share.”

Franklin will operate as a division of Ventiv Pharma Services (VPS), and the four Managing Directors of Franklin (Gary Kowalski, Bill Shearer, Steve Tarnoff and Bob Wunder) will report into Terrell Herring, President and COO, Ventiv Pharma Services. Herring commented, “The Franklin Group has a strong 8-year operating history and a brand name that is well recognized throughout the pharmaceutical industry. Adding the capabilities of Franklin to Ventiv’s broad offerings is highly complementary and responds to our client needs. We expect a smooth and seamless transition, and are extremely pleased to welcome the management and employees of Franklin into the Ventiv team.”

Bill Shearer, one of Franklin’s Managing Directors, stated, “We believe that combining with Ventiv will enable us to take advantage of the substantial growth opportunities we face at this time. The market opportunity for pharmaceutical compliance services and patient assistance programs is currently expanding as a result of changes in the legislative landscape. Ventiv is the ideal partner for us in terms of size, organizational capabilities and management philosophy.”

 
     
VENTIV HEALTH, INC.
Page 2 of 3



Conference call information:
Thursday, June 10, 2004, 8:30am Eastern Time.
Call in number: 706-634-1065
Live and archived webcast: www.ventiv.com

About Ventiv Health
Ventiv Health, Inc. (Nasdaq: VTIV) is a leading provider of outsourced sales and marketing solutions to the world’s leading pharmaceutical companies as well as to emerging and specialty pharmaceutical and biotech organizations. Ventiv has established a leadership position within the industry based on a long history of building and managing sales teams and providing consultative planning and analytics services across multiple therapeutic areas.

The Ventiv delivery model is flexible and client focused, enabling Ventiv to rapidly respond to changing client needs and market conditions across the full spectrum of sales and marketing support, with both integrated and independent programs.

These include: Sales and Marketing Teams (Ventiv Sales and Marketing Teams™), Planning and Analytics (Health Products Research®), Recruitment (Ventiv Recruitment Services™), Professional Development and Training (Ventiv Professional Development Group™), Marketing Support (Promotech), Data Solutions (Total Data Solutions™) and Clinical Support (The Therapeutics Institute™). Ventiv is a multi-discipline company with a singular focus on providing excellence in customized solutions to meet clients’ sales and marketing objectives.

Ventiv’s approximately 2,600 employees support over forty client organizations, including a number of the world’s leading pharmaceutical companies as well as emerging and specialty pharmaceutical and biotech organizations. For more information on Ventiv Health, visit www.ventiv.com.

About The Franklin Group
Franklin Group is a pharmaceutical specific consulting firm nationally recognized for its content and process expertise in the areas of regulatory compliance specific to sample accountability, and other programs governed by the Prescription Drug Marketing Act, OIG and other federal and state regulations. Franklin Group designs, implements and administers a wide range of regulated programs to include sales representative delivered sampling, patient assistance and reimbursement counseling, direct mail sampling, sales force automation and other alternate sales channel programs. Clients include numerous major and emerging pharmaceutical companies and various support suppliers (e.g., fulfillment firms, sales automation vendors, etc.). Franklin Group is also a liaison to the FDA on behalf of numerous companies regarding PDMA and compliance issues and has worked on a consulting basis with the FDA specific to sample accountability and drug diversion issues.

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.

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