-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, InffwTW3HpI7MZWN0t77B6ldx6RZSrM+WBdtYpmFlF8w/YopzLoRZe1/WbBgZ/Ee PHRfGyc5Rh2NAlwbAP8C+Q== 0001089473-09-000048.txt : 20090609 0001089473-09-000048.hdr.sgml : 20090609 20090609172843 ACCESSION NUMBER: 0001089473-09-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090609 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090609 DATE AS OF CHANGE: 20090609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVENTIV HEALTH INC CENTRAL INDEX KEY: 0001089473 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 522181734 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30318 FILM NUMBER: 09882932 BUSINESS ADDRESS: STREET 1: 200 COTTONTAIL LANE STREET 2: VANTAGE COURT NORTH CITY: SOMERSET STATE: NJ ZIP: 08873 BUSINESS PHONE: 732-537-4800 MAIL ADDRESS: STREET 1: 200 COTTONTAIL LANE STREET 2: VANTAGE COURT NORTH CITY: SOMERSET STATE: NJ ZIP: 08873 FORMER COMPANY: FORMER CONFORMED NAME: VENTIV HEALTH INC DATE OF NAME CHANGE: 19990810 FORMER COMPANY: FORMER CONFORMED NAME: SNYDER HEALTHCARE SERVICES INC DATE OF NAME CHANGE: 19990624 8-K 1 form8k.htm FORM 8K 6-9-09 form8k.htm
 
 
 

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): June 9, 2009

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)


 
 
 

INVENTIV HEALTH, INC.
CURRENT REPORT ON FORM 8-K


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

(e)  inVentiv Health, Inc. (the “Company”) has previously entered into employment agreements with certain executive officers.  These agreements are described in the “Executive Employment Agreements” section of the Proxy Statement the Company filed with the Securities and Exchange Commission (“SEC”) on April 30, 2009.  As previously disclosed, our four executive officers have agreements that include “single trigger” provisions which will result in change in control benefits being paid upon the completion of a change in control whether or not the executive’s employment is terminated.  In addition, these agreements entitle two applicable executives to gross-up payments from the Company with respect to any excise tax imposed by Section 4999 of the Internal Revenue Code, or any interest or penalties incurred by such executives with respect to such excise tax, in connection with a change in control, subject to the Company’s right to reduce such change in control benefits by specified amounts if doing so would avoid excise tax liability.  The Company’s Board of Directors, acting through its compensation committee, has committed, effective as of June 9, 2009, not to provide any “single trigger” change in control benefits or excise tax gross-up benefits in the future with Company executives unless the “single trigger” change in control benefits and excise tax gross-up benefits are approved by the Company’s stockholders.  Furthermore, the Company's Board of Directors, acting through its compensation committee, has determined that it will use its best efforts to negotiate with the four executives who have “single trigger” change in control benefits in order to amend or modify these agreements to remove the “single trigger” change in control within the next 24 months unless the “single trigger” change in control benefits are ratified by the Company’s stockholders.

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/ David Bassin                                                                                     
                                           Name:  David Bassin
                                  Title:  Chief Financial Officer and Secretary
                                    (principal financial and accounting officer)



 
 
 

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