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 5, 2005

VENTIV HEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

         0-30318    0;     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)

VENTIV HEALTH, INC.

CURRENT REPORT ON FORM 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On August 5, 2005, Ventiv Health, Inc. (“Ventiv”) entered into a definitive agreement (the “Agreement”) with Pharmaceutical Resource Solutions LLC (“PRS”) for the acquisition of substantially all of the assets of PRS. PRS is a leading provider of compliance management and marketing support services based in Horsham, Pennsylvania. The acquisition was completed simultaneously with the execution of the Agreement.

The closing consideration for the acquired assets consisted of $9,284,831 in cash (taking into account an estimated working capital adjustment), 186,943 unregistered shares of common stock of Ventiv having an assigned value of $3,900,000 and the assumption of specified short-term liabilities of PRS. The purchase price also includes an earn-out provision pursuant to which PRS will become entitled to additional consideration, which may be material, if the acquired business achieves specified financial targets during 2005 and 2006. A portion of this additional consideration may, at Ventiv’s option, be satisfied by the issuance of shares of Ventiv common stock.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference.

Item 7.01 Regulation FD Disclosure

A copy of the press release announcing the PRS acquisition is being furnished pursuant to Regulation FD. The information in the press release shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the press release shall not be deemed to be incorporated by reference into Ventiv’s filings under the Securities Act of 1933, as amended, except as set forth with respect thereto in any such filing.

Item 9.01 Financial Statements and Exhibits

(c) The following document is filed as an exhibit to this report:

Exhibit No.Description

99.1 Press release dated August 8, 2005

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.

             < /font>      By: /s/ John R. Emery

             < /font>      --------------------------------------------

Date: August 11, 2005              Name: John R. Emery

             < /font>      Title: Chief Financial Officer

             < /font>      (Principal Accounting and Financial Officer)

EX-99.1

Investors/Corporate: John Emery, CFO Ventiv Health, Inc. (732) 537-4804 investor@ventiv.com Media: Felicia Vonella / Kellie Walsh Lazar Partners Ltd. (212) 867-1762 / (646) 871-8480 fvonella@lazarpartners.com kwalsh@lazarpartners.com

Ventiv Health Acquires Pharmaceutical Resource Solutions

Strengthening Service Offering of its Commercial Services Division

SOMERSET, N.J., August 8, 2005 - Ventiv Health, Inc. (NASDAQ: VTIV) today announced that it has successfully completed the acquisition of privately-held Pharmaceutical Resource Solutions, LLC (PRS), a leading provider of compliance management and marketing support services based in Horsham, Pennsylvania. Acquisition highlights include:

·   Strengthened Service Offerings: PRS’ expertise in sample management and marketing support further strengthens Ventiv’s offerings in these areas

·   Solidified Leadership Position: Ventiv strengthens its market position among smaller sized companies, a niche space for PRS, thereby further expanding its offerings from large and mid-sized companies

The transaction is valued at $13 million and will be modestly accretive to 2005 earnings.

Eran Broshy, Ventiv’s CEO, stated, “This acquisition is consistent with our overall business strategy to identify and evaluate companies that will further enhance our pharmaceutical services offerings. The addition of PRS not only allows us to expand our existing sample management and marketing support service offerings, but also enhances our platform for reaching smaller sized companies, a key audience for outsourced services.”

PRS will be integrated into the Ventiv organization and two of its Principals, Robert Melillo and Joseph Melillo will join the Ventiv Commercial Services Group in business development and operations roles, respectively.

“PRS is a niche player in the sample management and marketing support arena,” said Terrell Herring, President and COO of VCS. “We look forward to working closely with Bob and Joe to expand the services we currently offer through our Franklin Group and PROMOTECH divisions.”

Robert Melillo, Principal, Pharmaceutical Resource Solutions, commented, “Ventiv is an ideal partner for PRS. This combination provides the scale we need to pursue larger sample management and marketing support service agreements as well as access to an extensive list of new service offerings that we can market to our clients. We are looking forward to joining the Ventiv team.”

About Ventiv Health

Ventiv Health, Inc. (NASDAQ: VTIV) is the leading provider of late-stage clinical, sales, marketing and compliance solutions to pharmaceutical and biotech companies. Ventiv is a multi-disciplinary company with a singular focus on providing excellence in customized solutions across the full spectrum of services combining both integrated and independent programs. Ventiv's approximately 4,000 employees support over 75 client organizations, including the world's Top 20 pharmaceuticals companies as well as emerging and specialty biotech leaders. For more information on Ventiv Health, visit www.ventiv.com.

About Pharmaceutical Resource Solutions

PRS, LLC is a compliance management and marketing support services company dedicated to the pharmaceutical and healthcare industry. The company is a trusted partner of over 20 pharmaceutical companies who rely on its expertise in the design and implementation of sales and marketing initiatives.

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.

###