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): February 2, 2006

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)

VENTIV HEALTH, INC.

CURRENT REPORT ON FORM 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On February 2, 2006, Ventiv Health, Inc. (“Ventiv”) and a special purpose subsidiary of Ventiv (“Merger Sub”) entered into a definitive agreement (the “Merger Agreement”) with Adheris, Inc. (“Adheris”) and a representative of the stockholders of Adheris providing for the acquisition of Adheris through the merger of Merger Sub with and into Adheris. Adheris is a Massachusetts-based industry leader in the area of patient compliance and persistency programs. The closing of the acquisition is subject to customary closing conditions, including the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

The purchase price consideration to be paid at closing will consist of approximately $45.3 million in cash, subject to adjustment based on the net asset position of Adheris as of the closing date, and unregistered shares of the Common Stock, par value $0.001 per share, of Ventiv (“Common Stock”) having an assigned value of approximately $14.7 million. The purchase price also includes an earn-out provision pursuant to which Adheris’s shareholders will become entitled to additional consideration, which may be material, if Adheris achieves specified financial targets during 2006 through 2008. A portion of this additional consideration may, at Ventiv’s option, be satisfied by the issuance of unregistered shares of Common Stock.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference. When issued, the Common Stock to be issued pursuant to the Merger Agreement will be exempt from registration pursuant to either Regulation D or Section 4(2) of the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure

A copy of the press release announcing the execution of the Merger Agreement is being furnished pursuant to Regulation FD. The information contained in the press release included herewith, 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, such information 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 February 3, 2006

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: February 8, 2006             Name: John R. Emery

             < /font>      Title: Chief Financial Officer

             < /font>      (Principal Accounting and Financial Officer)

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press release of Ventiv Health, Inc. dated February 3, 2006

EX-99.1

Contacts:

For Ventiv Health:For Adheris Inc.:

Mike Evanisko

Investors/Corporate:   Adheris, Inc.

John Emery, CFO   (781) 229-8877

Ventiv Health, Inc.mike.evanisko@adheris.com

(732) 537-4804

investor@ventiv.com

Media:

Felicia Vonella

Ventiv Health, Inc.

212-308-7155

fvonella@ventiv.com

Ventiv Health to Acquire Adheris,

Leading Provider of Patient Compliance and Persistency Programs

·   Complements Ventiv’s existing network of patient and physician services

·   Deepens Ventiv’s expertise in the area of drug adherence and patient outcomes

·   Transaction immediately accretive to Ventiv earnings

SOMERSET, NEW JERSEY, February 3, 2006 -- Ventiv Health, Inc. (NASDAQ: VTIV) today announced that it has signed a definitive agreement to acquire Adheris, Inc., a Massachusetts-based industry leader in the area of patient compliance and persistency programs.

Under the terms of the agreement, Ventiv will acquire Adheris for $60 million in cash and stock, plus earn-out payments for exceeding specified financial targets. The acquisition is expected to be immediately accretive to Ventiv’s earnings. The transaction, which is subject to receipt of Hart-Scott-Rodino approval and other customary closing conditions, is expected to close late in the first quarter.

Adheris adds a unique patient education component to the Ventiv Health portfolio, providing a service with a proven history of improving medication adherence across nearly every chronic therapeutic category. By partnering with pharmacies around the country, Adheris programs build on the pharmacist-patient relationship and trust with personalized letters from pharmacists themselves. Adheris programs comply strictly with the patient privacy provisions of HIPAA, and their OnSyte™ technology allows retail pharmacies to help patients stay on therapy, while protecting their confidentiality and private medical information.

Eran Broshy, Ventiv’s CEO, stated, “Adheris adds a new and valuable dimension to our business. They are clearly the leader in developing state of the art patient education and reminder programs with a demonstrated track record of patient success - an area of increased interest to our clients. Adheris’ pharmacy network, proprietary technology, pharmaceutical relationships and program management expertise makes them an ideal complement to a number of our existing patient and physician-level education capabilities.”

Mike Evanisko, Adheris’ Chairman, stated, “Adheris has built a unique capability for improving appropriate patient medication utilization. Ventiv gives us an excellent avenue to demonstrate our proven programs with their deep pharmaceutical manufacturer relationships. Everyone wins when adherence is improved, most importantly the patient. Together, Ventiv and Adheris will have an ability to reach more disease sufferers and help improve their outcomes.”

Upon the close of the transaction, Adheris will become a wholly owned subsidiary of Ventiv. The Adheris brand will remain, and the company will operate under Ventiv’s Communication division.

Updated 2006 Guidance

Ventiv is today increasing its 2006 revenue guidance from $650-$670 million to $685-$705 million and EPS guidance from $1.35-$1.40 to $1.39-$1.44.

Conference Call Information:

Ventiv will host a conference call today, Friday, February 3rd @ 9:00am

to discuss its acquisition of Adheris, Inc.

Call In Number: 877-336-9182 (Domestic) or 706-634-1065 (International)

Live and Archived Webcast: www.ventiv.com

About Adheris

Adheris, Inc. is the leading provider of patient adherence programs in the U.S. Through its expansive retail pharmacy network of over 20,000 stores and proprietary technology, Adheris has developed a strong market position in the battle against patient pharmaceutical non-compliance. Founded in 1993, Adheris’ highly customized patient communications benefit all constituents within the pharmaceutical space, most importantly the patients themselves. For more information on Adheris, visit www.adheris.com

About Ventiv Health

Ventiv Health, Inc. (NASDAQ: VTIV) is the leading provider of commercialization services to the global pharmaceutical and lifesciences industries. Ventiv delivers its customized clinical, sales, marketing and communications services through its three core business segments: Commercial Services, Clinical Services and Communications Services. Ventiv's 4,600 employees support over 150 client organizations, including 18 of the Top 20 global pharmaceutical companies as well as emerging and specialty biotech leaders. For more information on Ventiv Health, Inc. visit www.ventiv.com.

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 revenue share agreements; 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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