8-K/A 1 amendment1.htm FORM 8-K/A AMENDMENT NO. 1 Form 8-K/A Amendment No. 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): October 5, 2005

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)

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))

 
 

 


Ventiv Health, Inc. (“Ventiv”) filed a Current Report on Form 8-K (the “Initial Report”) in connection with its completion of the acquisition of inChord Communications, Inc. (“inChord”). As permitted under Item 9.01 of Form 8-K, the financial statements of inChord and the pro forma information were omitted.
 
This Current Report on Form 8-K/A amends the Initial 8-K to include the previously omitted audited financial statements of inChord and pro forma financial information.

Item 9.01 Financial Statements and Exhibits
 
(a) Financial statements of businesses acquired
 
·  
Audited consolidated financial statements of inChord as of December 31, 2004 and 2003 and for the years ended December 31, 2004, 2003 and 2002.
·  
Unaudited consolidated financial statements of inChord as of September 30, 2005 and for the nine months ended September 30, 2005, and 2004.
 
(b) Pro forma financial information
 
·  
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2005
·  
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2005
·  
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2004
·  
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

 
 

 

 
(c) Exhibits - The following documents are filed as exhibits to this report:
 
 
Exhibit Number
 
 
Description of Exhibit
 
 
 

 
 
 
23.1
 
Consent of Deloitte and Touche LLP
99.1
 
Financial Statements listed in Item 9.01(a) above
99.2
 
Pro Forma Financial Statements listed in Item 9.01(b) above
 

 
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.
 
 
 
 
 
 
Date:  December 21, 2005 By:   /s/  John R. Emery
 
  Title  Chief Financial Officer (Principal Accounting & Financial Officer)
 
 

 
 

 

EXHIBIT INDEX

Exhibit Number
 
Description of Exhibit
 
 
 
23.1
 
Consent of Deloitte and Touche LLP
99.1
 
Financial Statements listed in Item 9.01(a) above
99.2
 
Pro Forma Financial Statements listed in Item 9.01(b) above