8-K 1 unregisteredsalesofequitysec.htm UNREGISTERED SALES OF EQUITY SECURITIES Unregistered Sales of Equity Securities
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 1, 2007

INVENTIV 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



On March 1, 2007, inVentiv Health, Inc. ("inVentiv") 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 Chamberlain Communications Group, Inc. and ignite comm.net/Incendia Health, Inc. and (ii) pursuant to the earnout provisions of certain previously completed acquisitions:

Transaction
Number of Shares
Date of Issuance
Recipient(s)
Chamberlain
85,179
March 1, 2007
former stockholders of Chamberlain Communications Group, Inc.
Ignite
108,992
March 1, 2007
ignite comm.net/Incendia Health, Inc.
inChord Communications
344,857
March 1, 2007
former stockholders of inChord Communications
HHI, L.L.C.
97,499
March 1, 2007
HHI, L.L.C.
Adheris, Inc.
107,510
March 1, 2007
former stockholders of Adheris, Inc.
Synergos, LLP
9,237
March 1, 2007
Synergos, LLP

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.  In each case, there was no general solicitation or advertising, the number of recipients of such unregistered shares was limited and such recipients are accredited and/or sophisticated.

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: March 7, 2007                           Name: John R. Emery
                                        Title: Chief Financial Officer
                                      (Principal Accounting and Financial Officer)