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): December 12, 2006

INVENTIV HEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

          0-30318  &# 160;     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)

INVENTIV HEALTH, INC.

CURRENT REPORT ON FORM 8-K

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On December 12, 2006, inVentiv Health, Inc. (the “Company”) announced the appointment of Craig Saxton, M.D. to its Board of Directors. This change increases the size of the Board to nine members. Dr. Saxton is not currently expected to be named to any committee of the Board of Directors. The press release issued by the Company on December 12, 2006 announcing Dr. Saxton's appointment is attached as Exhibit 99.1 to this report.

Dr. Saxton will be compensated on a basis consistent with other independent members of the Board of Directors. Accordingly, Dr. Saxton will receive an annual director's fee of $35,000 and a $1,000 fee for each in-person meeting attended. Upon his appointment to the Board of Directors, Dr. Saxton was granted 10,000 shares of restricted stock vesting in equal installments over the first four anniversaries of his appointment.

On December 12, 2006, the Board of Directors approved a budget delineating the financial targets under the Company's cash bonus plan with respect to the 2007 fiscal year.

On December 12, 2006, the Compensation Committee of the Board of Directors approved the following increases in the bases salaries of the following executive officers of the Company:

·   The base salary for John Emery, Chief Financial Officer of the Company, was increased from $318,270 to $325,000; and

·   The base salary for Terrell Herring, President and Chief Executive Officer of the Company’s inVentiv Commercial division, was increased from $360,500 to $375,000.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective December 12, 2006, the Board of Directors amended Article I, Section X of the Company's by-laws, as previously amended and restated, to provide that to be timely (i) a stockholder’s notice of a nomination or other business to be brought before an annual meeting by such stockholder must be delivered to the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day changed from the prior to the first anniversary of the preceding year’s annual meeting and (ii) a stockholder’s notice of a nomination to be brought before a special meeting at which directors are to be elected pursuant to the Company's notice of such meeting by such stockholder must be delivered to the Secretary of the Company at the principal executive offices of the Company not earlier than the 120^th day prior to such special meeting and not later than the close of business on the later of (a) the 90^th day prior to such special meeting and (b) the close of business on the 10^th day following the date on which public announcement of the date of such special meeting occurs. Previously, Article I, Section X of the Company's by-laws required such notices to be given (x) no earlier than the 90^th day prior to the applicable meeting and (y) no later than the 60^th day prior to the applicable meeting (or if later, in the case of a special meeting, on the 10^th day following the date on which public announcement of the date of such special meeting occurs).

As a result of these changes, in order to bring a nomination or other business before the 2007 annual meeting of stockholders, a stockholder must deliver the required notice (including the information requirements applicable to the notice specified in Article I, Section X of the Company's by-laws) no earlier than February 14, 2007 and no later than March 16, 2007.

Item 9.01. Financial Statements and Exhibits.

Exhibit 3.2Amendment to Amended and Restated By-Laws

Exhibit 99.1Press Release

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.

INVENTIV HEALTH, INC.

         By: /s/ John R. Emery

         --------------------------------------------

Date: December 18, 2006      Name: John R. Emery

        Title: Chief Financial Officer

   (Principal Financial and Accounting Officer)

EX-3.2

By-Law Amendment

SECTION 10. Stockholder Proposals. (a) Annual Meetings. (i) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders shall be made at an annual meeting of stockholders (A) pursuant to the Corporation’s notice of such meeting, (B) by or at the direction of the Board of Directors or (C) by any stockholder of the Corporation who was a stockholder of record at the time of giving notice provided for in this Section 10, who is entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 10.

(ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of subparagraph (a)(i) of this Section 10, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the first anniversary of the preceding year’s annual meeting. Such stockholder’s notice shall set forth (A) as to each person whom the stockholder proposes to nominate for election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made, (1) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner and (2) the class and number of shares of the Corporation that are beneficially owned and held of record by such stockholder and such beneficial owner.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the notice of such meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of such meeting (i) by or at the direction of the board of directors or (ii) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice of the special meeting, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 10. In the event a special meeting of stockholders is called for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the notice of meeting, if the stockholder’s notice required by subparagraph (a)(ii) of this Section 10 shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the 120^th day prior to such special meeting and not later than the close of business on the later of (x) the 90^th day prior to such special meeting and (y) the close of business on the 10^th day following the date on which public announcement of the date of such special meeting.

(c) General. (i) Only such persons who are nominated in accordance with the procedures set forth in this Section 10 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 10. Except as otherwise provided by law or these By-Laws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 10, and if any proposed nomination or business is not in compliance with this Section 10, to declare that such defective proposal or nomination shall be disregarded.

(ii) Notwithstanding the foregoing provisions of this Section 10, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 10 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange

EX-99.1

FOR IMMEDIATE RELEASE

Investors/Corporate: John Emery, CFO inVentiv Health, Inc. (732) 537-4804 investor@inventivhealth.com Media: Felicia Vonella inVentiv Health, Inc. (212) 308-7155 fvonella@inventivhealth.com

inVentiv Health Announces Appointment of Dr. Craig Saxton

to its Board of Directors

Former Pfizer Executive and Distinguished Healthcare Professional

SOMERSET, NEW JERSEY, December 12, 2006 -- inVentiv Health, Inc. (NASDAQ: VTIV) today announced the appointment of Craig Saxton, M.D. to its Board of Directors. Dr. Saxton’s appointment increases the inVentiv Health Board to nine members.

Dr. Saxton brings over 30 years pharmaceutical and health care industry experience to inVentiv Health, including 25 years with Pfizer in increasingly senior roles until his retirement in 2001. In his most recent role, Dr. Saxton was Executive Vice President of Pfizer's Global Research and Development Division, overseeing all of Pfizer’s worldwide pre-clinical and clinical development with responsibility for 5,000 employees and for the successful regulatory approval of more than ten NCE products, each of which achieved peak sales of greater than $750 million. Prior to that role, which he held from 1993 until 2001, he held other senior positions at Pfizer including Senior Vice President, World Wide Clinical Research, Vice President and Medical Director of Pfizer International and Senior Associate Medical Director of International Pharmaceuticals. Dr. Saxton joined Pfizer in 1976 in its European R&D headquarters in the United Kingdom and moved to the United States in 1981.

Eran Broshy, Chairman and Chief Executive Officer of inVentiv Health commented, “Craig brings a wealth of pharmaceutical industry expertise to our Board, particularly on the clinical side, and with his distinguished career at Pfizer there is no doubt that he will make valuable contributions to inVentiv’s success going forward. We are honored to have him as part of our team.”

Dr. Saxton holds a B.S. degree in anatomy from Leeds University in the United Kingdom, where he also earned his doctorate in medicine. He serves on the Boards of Directors of Neurogen, of which he is Chairman of the Board, Veritas Medicine, Conjuchem and the African Medical and Research Foundation, and was previously on the Board of Tularik Corporation until its acquisition by Amgen. He is a member of the American Academy of Pharmaceutical Physicians and the Connecticut Academy of Science and Engineering.

About inVentiv Health

inVentiv Health (NASDAQ: VTIV) is the leading provider of commercialization and complementary services to the global pharmaceutical, life sciences and biotechnology industries. inVentiv delivers its customized clinical, sales, marketing and communications solutions through its three core business segments: inVentiv Clinical, inVentiv Communications and inVentiv Commercial. inVentiv Health currently works with over 200 unique pharmaceutical, biotech and life sciences clients, including all top 20 global pharmaceutical companies. For more information, visit www.inventivhealth.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 inVentiv 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 inVentiv Health Inc. with the Securities and Exchange Commission for further discussion of these and other factors.

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