8-K 1 form8kadhjsaishares.htm 8-K FOR ADHERIS AND JSAI SHARES
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): March 30, 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)

 


CURRENT REPORT ON FORM 8-K



Between March 30, 2006 and April 4, 2006, Ventiv Health, Inc. ("Ventiv") completed the following issuances of unregistered shares of its Common Stock, par value $0.001 per share (“Common Stock”). These shares were issued (i) in connection with the closing of the previously announced acquisitions of Synergos, LLP and Jeffrey Simbrow Associates ULC and (ii) pursuant to the earnout provisions of acquisition agreements entered into during 2004 and 2005:

Transaction
Number of Shares
Date of Issuance
Recipient(s)
       
HHI, L.L.C.
121,452
March 30, 2006
HHI, L.L.C.
Smith Hanley Holding Corp. and subsidiaries
61,103
March 30, 2006
Smith Hanley Holding Corp. and subsidiaries
Synergos, LLP
64,244
April 1, 2006
Synergos, LLP
Jeffrey Simbrow Associates ULC
56,063
April 1, 2006
former shareholders of Jeffrey Simbrow Associates ULC
Franklin Group, Inc. and Lincoln Ltd. Inc.
36,184
April 4, 2006
Franklin Group, Inc. and Lincoln Ltd., Inc.
Pharmaceutical Resource
Solutions LLC
2,920
April 4, 2006
Pharmaceutical Resource
Solutions LLC

The issuance of the foregoing shares of Common Stock was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

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: April 6, 2006                                                           Name: John R. Emery
                                                                        Title: Chief Financial Officer
                                                                        (Principal Accounting and Financial Officer)