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): May 29, 2002

Commission File No. 001-12392

NDCHealth Corporation

(Exact name of registrant as specified in its charter)

DELAWARE	58-0977458
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification Number)

NDC Plaza, Atlanta, Georgia	30329-2010
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (404) 728-2000

None

(Former name or former address, if changed since last report)

Item 7.    Financial Statements and Exhibits

Exhibit 99.1

(a)    Press Releases dated May 29, 2002:

1) “NDCHealth Announces Transactions with TechRx and ArcLight to Expand Offerings for Pharmacies,” and

2) “NDCHealth Announces Alliance with Cardinal Health to Expand Offerings for Pharmacies.”

(b)    Schedules:

1) NDCHealth Corporation (unaudited) Consolidated Statements of Income for fiscal 2001 (by quarter)(normalized) and the nine months ended March 1, 2002 (by quarter)(GAAP), and

2) NDCHealth Corporation (unaudited) Consolidated Statements of Income (GAAP) for fiscal 2001 (by quarter) and the nine months ended March 1, 2002 (by quarter).

We previously accounted for our investment in TechRx under the cost method. Due to our additional investment in TechRx, Accounting Principles Board Opinion No. 18 requires TechRx to be treated as if we had accounted for TechRx as an equity investment since the inception of the initial investment. Accordingly, our financial statements provided in Exhibits 99.1 (b) 1 and 2 have been retroactively adjusted as if we had used the equity method rather than the cost method during previous periods.

As an indication of the historical performance of the continuing NDCHealth business, in Exhibit 99.1 (b) 1 to this report, we have provided certain financial information regarding NDCHealth, the stand-alone healthcare information business segment that remains after the spin-off of Global Payments Inc. The financial information presented in this exhibit has been “normalized” for certain items discussed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended May 31, 2001.

Item 9.    Regulation FD Disclosure

On May 29, 2002, NDCHealth Corporation issued a press release which is filed herewith as Exhibit 99.1 (a).

Additionally, we have established a new $150 million revolving credit facility. We have also repaid the $50 million short term loan from our existing cash balance.

The total cash outlay for the TechRx and ScriptLine transactions discussed in Exhibit 99.1 (a) was $121 million. Of this amount, $91 million was financed through the new credit facility and the remainder was from our existing cash reserves. We have also issued approximately 400,000 shares of unregistered common stock valued at $12 million in conjunction with the TechRx transaction.

As a result of the adjustments and the other principles and assumptions discussed above and under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended May 31, 2001, which are the basis of our presentation of the financial schedule filed in Exhibit 99.1 (b) 1, please note that this financial schedule does not reflect our historical financial statements.

1

When used in this report, and the exhibits hereto, the words “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions and statements that are necessarily dependent on future events are intended to identify forward-looking statements concerning the Company’s business operations, economic performance and financial condition. These include, but are not limited to, statements regarding the Company’s business strategy and means to implement the strategy, the Company’s expected business outlook and anticipated financial and operating results, the Company’s objectives, the amount of future capital expenditures, the likelihood of the Company’s success in developing and introducing new products and expanding its business, the timing of the introduction of new and modified products or services, the ability to consummate and integrate acquisitions, and the expected benefits and prospects for acquisitions and alliances. For such statements, the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 is applicable and invoked. Such statements are based on a number of assumptions, estimates, projections or plans that are inherently subject to significant risks, uncertainties and contingencies that are subject to change. Actual revenues, revenue growth and margins will be dependent upon all such factors and results subject to risks related to the implementation of changes by the Company, the failure to implement changes, customer acceptance of such changes or lack of change. Actual results of events could differ materially from those anticipated in the Company’s forward-looking statements as a result of a variety of factors, including: (a) those set forth in the Company’s Annual Report on Form 10-K for the period ended May 31, 2001 which are incorporated herein by this reference; (b) those set forth elsewhere herein; (c) those set forth from time to time in the Company’s press releases and reports and other filings made with the Securities and Exchange Commission; and (d) those set forth from time to time in the Company’s analyst calls and discussions. In addition, the Company is currently unable to assess the impact, if any, on its financial performance that may result from the economic effects of the recent or any future terrorist attacks on the United States. The Company cautions that such factors are not exclusive. Consequently, all of the forward-looking statements made herein are qualified by these cautionary statements and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update forward-looking or other statements or to publicly release the results of any revisions of such forward-looking statements that may be made to reflect events or circumstances after the date hereof, or thereof, as the case may be, or to reflect the occurrence of unanticipated events.

2

SIGNATURE

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 hereunto duly authorized.

NDCHEALTH CORPORATION               (Registrant)
By:	/s/    RANDOLPH L.M. HUTTO
	Randolph L.M. Hutto Chief Financial Officer (Principal Financial Officer)

Date: May 29, 2002

3

EX-99.1(A)1

Exhibit 99.1 (a) 1

NDCHealth Announces Transactions with TechRx and Arclight to

Expand Offerings for Pharmacies

Atlanta, May 29, 2002 — NDCHealth Corporation (NYSE: NDC) announced today two transactions with leading health care service providers that expand the scope of its product and service offerings to the pharmacy market and broaden its sales and marketing reach. NDCHealth has acquired a controlling interest in TechRx Incorporated, a systems and technology provider to pharmacies, and has acquired selected assets of ScriptLINE, a provider of pharmacy network editing services, from Arclight Systems, LLC.

TechRx Transaction

TechRx is a leading provider of pharmacy software that automates the prescription fulfillment process. TechRx systems provide pharmacy customers with an integrated solution for in-store operations, centralized processing and connectivity to payers and physicians.

NDCHealth, formerly a TechRx minority shareholder, has acquired a controlling interest through the purchase of stock for an additional investment of $52 million, including $40 million in cash and $12 million in shares of NDCHealth unregistered common stock. Pursuant to the agreement, NDCHealth also has the right to acquire the remaining interest in TechRx in May, 2003. The purchase price for the balance of the TechRx equity outstanding will be determined by a formula based on achievement of specific operating milestones and financial objectives, and ranges from $100 million to $200 million.

ScriptLINE Transaction

ScriptLINE provides value-added edits for health care claims which enhance the profitability of pharmacies. ScriptLINE complements NDCHealth’s existing pharmacy network services business and expands the comprehensive suite of edits to the combined pharmacy customer bases of both organizations. ScriptLINE will be integrated into NDCHealth’s existing pharmacy network platform to provide for efficient processing, customer support and product development operations. The purchase price was $81 million in cash.

In commenting on the transactions, NDCHealth Chief Executive Officer Walter M. Hoff said, “Our unique position in the health care industry has allowed us to combine assets from ScriptLINE, TechRx and NDCHealth to provide a superior solution for our pharmacy

customers. The combination of NDCHealth’s existing pharmacy network services with the products and services of ScriptLINE and TechRx provides chain, independent, mail order and institutional pharmacies with the most comprehensive and technically advanced solutions available today from a single service provider. The expanded offerings created by these two transactions provide our customers with the opportunity to significantly increase their revenue and reduce their expenses.”

As NDCHealth is now the controlling shareholder, TechRx’s results will be consolidated into NDCHealth’s financial statements going forward. TechRx was previously accounted for under the cost method. Due to the Company’s additional investment in TechRx, Accounting Principles Board Opinion No. 18 (APB 18) requires TechRx to be treated as if NDCHealth had accounted for TechRx as an equity investment since the inception of the initial investment. Accordingly, the financial statements of NDCHealth will be retroactively adjusted as if the Company had used the equity method rather than the cost method during previous periods.

Outlook

In commenting on the outlook for NDCHealth, Mr. Hoff stated, “We began the 2002 fiscal year with expectations that, for the year, diluted earnings per share would range from $1.30 to $1.34 with revenue in the $375-385 million range. We also anticipated that in fiscal 2003 revenue and earnings growth would be in the mid-teens range.

“Excluding the acquisitions, for fiscal year ended May 31, 2002 we expect diluted earnings per share to be in the range of $1.32 to $1.36 and revenue to be in the $375-385 million range. As a result of the retroactive adjustment required by APB 18, our expectation is that for fiscal 2002 diluted earnings per share will be in the range of $1.20 to $1.24 and revenue will be in the range of $370 to $380 million.

“We anticipate the acquisitions taken together will not have any effect on NDCHealth’s previously issued guidance for diluted earnings per share in fiscal year ended May 31, 2003. We expect the TechRx and ScriptLINE transactions to increase our fiscal 2003 revenue growth rate to more than 20%. In fiscal 2004, we expect that both acquisitions will be accretive.

“Longer term, we expect that these transactions will accelerate the growth of our business. We anticipate the acquired businesses will generate solid operating margins and revenue exceeding $100 million within two years.”

NDCHealth management will host a conference call with investors to discuss these transactions at 9:00 a.m. Eastern time on Wednesday, May 29, 2002. The dial in number for the call is 1-888-276-0009. The conference call can also be accessed on the Internet through the following web address: http://65.197.1.5/att/confcast with Conference Identification Code: 640058. To participate on the Internet, go to the web address, enter the Conference Identification Code when prompted, then click GO. A replay of the conference call will be available from 2:30 p.m. Eastern time on May 29 through 11:59 p.m. Eastern time on June 12, accessed at 1-800-475-6701, Conference Identification Code: 640058.

Arclight Systems LLC is a venture of leading pharmacy provider companies. TechRx Incorporated is a private company headquartered in Pittsburgh, Pennsylvania.

NDCHealth is a leading provider of health information services to pharmacy, hospital, physician, pharmaceutical and payer businesses.

This document may contain forward-looking statements with respect to the Company’s business operations, economic performance and financial condition, including statements concerning the Company’s expected business outlook and anticipated financial and operating results. These statements are based on a number of assumptions and are subject to significant risks and uncertainties, such as market and customer acceptance of the Company’s products and services, product demand, the Company’s ability to integrate acquisitions and achieve expected synergies, competition, the effect of economic conditions, and other risks detailed in the Company’s SEC filings, including the most recent Annual Report on Form 10-K. The Company undertakes no obligation to revise any of these statements to reflect future circumstances or the occurrence of unanticipated events

###

EX-99.1(A)2

Exhibit 99.1 (a) 2

NDCHealth Announces Alliance with Cardinal Health to

Expand Offerings for Pharmacies

Atlanta, May 29, 2002 — NDCHealth Corporation (NYSE: NDC) announced that it has entered into a strategic alliance with the Pharmaceutical Distribution and Provider Services segment of Cardinal Health (NYSE: CAH) to jointly market and develop products and services for the health care industry. The alliance was formed in conjunction with NDCHealth’s purchase of selected assets of ScriptLINE, a provider of pharmacy network editing services, from ArcLight Systems, LLC.

As part of the alliance, editing services under the ScriptLINE brand will continue to be offered to pharmacies exclusively by Cardinal Health. The alliance also provides for joint development between NDCHealth and Cardinal Health of additional marketing programs, products and services.

In commenting on the alliance, NDCHealth Chief Executive Officer Walter M. Hoff said, “We are very excited about the prospects for our new alliance with Cardinal Health. We are expanding our market reach with Cardinal Health and expanding our product offering with ScriptLine. The opportunity for creating additional new offerings for the health care industry with Cardinal Health provides significant added future potential for our customers.”

Cardinal Health, Inc. is the leading provider of products and services supporting the health care industry. Cardinal Health companies develop, manufacture, package and market products for patient care; develop drug-delivery technologies; distribute pharmaceuticals, medical-surgical and laboratory supplies; and offer consulting and other services that improve quality and efficiency in health care. Headquartered in Dublin, Ohio, the company employs more than 49,000 people on five continents and produces annual revenues of more than $40 billion. Cardinal Health is ranked #23 on the current Fortune 500 list and was named as one of the “The World’s Best” companies by Forbes magazine in April 2002.

Arclight Systems LLC is a venture of leading pharmacy provider companies.

NDCHealth is a leading provider of health information services to pharmacy, hospital, physician, pharmaceutical and payer businesses.

This document may contain forward-looking statements with respect to the Company’s business operations, economic performance and financial condition, including statements concerning the Company’s expected business outlook and anticipated financial and operating results. These statements are based on a number of assumptions and are subject to significant risks and uncertainties, such as market and customer acceptance of the Company’s products and services, product demand, the Company’s ability to integrate acquisitions and achieve expected synergies, competition, the effect of economic conditions, and other risks detailed in the Company’s SEC filings, including the most recent Annual Report on Form 10-K. The Company undertakes no obligation to revise any of these statements to reflect future circumstances or the occurrence of unanticipated events.

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EX-99.1(B)1

Consolidated Statement of Income (Unaudited)

NDCHealth (Normalized)

(in thousands)

	FY01															FY02
	Qtr 1			Qtr 2			Qtr 3			Qtr 4			YTD			Qtr 1			Qtr 2			Qtr 3			YTD
Revenues:
Information Management	$	31,298		$	33,917		$	35,342		$	37,534		$	138,091		$	34,513		$	37,394		$	39,050		$	110,957
Network Services and Systems		48,031			48,141			51,515			53,134			200,821			52,384			53,168			56,557			162,109
		79,329			82,058			86,857			90,668			338,912			86,897			90,562			95,607			273,066
Operating expenses:
Cost of service		38,462			41,521			45,718			45,693			171,394			41,835			45,057			47,119			134,011
Sales, general and administrative		19,926			18,303			18,653			20,468			77,350			20,986			21,166			22,974			65,126
Depreciation and amortization		7,989			8,638			8,686			9,163			34,476			6,581			5,897			5,948			18,426
		66,377			68,462			73,057			75,324			283,220			69,402			72,120			76,041			217,563
Operating income		12,952			13,596			13,800			15,344			55,692			17,495			18,442			19,566			55,503
Other income/(expense)		(1,942	)		(1,781	)		(1,112	)		(1,311	)		(6,146	)		(1,643	)		(1,234	)		(1,459	)		(4,336	)
IBITEL—Information Management		3,456			4,646			5,072			4,931			18,105			4,118			5,814			6,830			16,762
IBITEL—Network Services and Systems		7,554			7,169			7,616			9,102			31,441			11,734			11,394			11,277			34,405
Income before income taxes and equity in losses of affiliated companies—NDCHealth		11,010			11,815			12,688			14,033			49,546			15,852			17,208			18,107			51,167
Income Taxes		4,239			4,549			4,885			5,403			19,076			5,707			6,195			6,518			18,420
Income before equity in losses of affiliated companies		6,771			7,266			7,803			8,630			30,470			10,145			11,013			11,589			32,747
Equity in losses of affiliated companies, net of taxes		(66	)		(139	)		(247	)		(299	)		(751	)		(1,114	)		(292	)		(344	)		(1,750	)
Net Income	$	6,705		$	7,127		$	7,556		$	8,331		$	29,719		$	9,031		$	10,721		$	11,245		$	30,997
Basic Shares		32,778			32,889			32,992			33,970			33,009			33,937			34,066			34,135			34,045
Basic earnings per share	$	0.20		$	0.22		$	0.23		$	0.25		$	0.90		$	0.27		$	0.31		$	0.33		$	0.91
Diluted Shares		33,441			34,057			34,348			35,368			34,153			35,530			39,822			39,721			35,595
Diluted earnings per share	$	0.20		$	0.21		$	0.22		$	0.24		$	0.87		$	0.25		$	0.30		$	0.31		$	0.87

EX-99.1(B)2

Exhibit 99.1 (b) 2

Consolidated Statement of Income (Unaudited)

NDCHealth (GAAP)

(in thousands)

	FY01															FY02
	Qtr 1			Qtr 2			Qtr 3			Qtr 4			YTD			Qtr 1			Qtr 2			Qtr 3			YTD
Revenues:
Information Management	$	31,298		$	33,917		$	35,342		$	37,534		$	138,091		$	34,513		$	37,394		$	39,050		$	110,957
Network Services and Systems		48,031			48,141			51,515			53,134			200,821			52,384			53,168			56,557			162,109
Other		5,629			233			—			—			5,862			—			—			—			—
		84,958			82,291			86,857			90,668			344,774			86,897			90,562			95,607			273,066
Operating expenses:
Cost of service		43,340			41,662			45,718			45,693			176,413			41,835			45,057			47,119			134,011
Sales, general and administrative		20,134			18,385			18,653			20,468			77,640			20,986			21,166			22,974			65,126
Depreciation and amortization		8,213			8,683			8,686			9,163			34,745			6,581			5,897			5,948			18,426
Non-recurring charges		—			2,156			—			—			2,156			—			—			—			—
		71,687			70,886			73,057			75,324			290,954			69,402			72,120			76,041			217,563
Operating income		13,271			11,405			13,800			15,344			53,820			17,495			18,442			19,566			55,503
Other income/(expense)		(1,942	)		(1,781	)		(1,112	)		(8,264	)		(13,099	)		(1,643	)		(1,234	)		(1,459	)		(4,336	)
IBITELDO—Information Management		3,456			4,646			5,072			4,931			18,105			4,118			5,814			6,830			16,762
IBITELDO—Network Services and Systems		7,554			7,169			7,616			9,102			31,441			11,734			11,394			11,277			34,405
IBITELDO—Other		319			(2,191	)		—			(6,953	)		(8,825	)		—			—			—			—
Income before income taxes, equity in losses of affiliated companies and discontinued operations—NDCHealth		11,329			9,624			12,688			7,080			40,721			15,852			17,208			18,107			51,167
Income Taxes		4,362			3,781			4,885			2,726			15,753			5,707			6,195			6,518			18,420
Income before equity in losses of affiliated companies and discontinued operations		6,967			5,843			7,803			4,354			24,968			10,145			11,013			11,589			32,747
Equity in losses of affiliated companies, net of taxes		(66	)		(139	)		(247	)		(299	)		(751	)		(1,114	)		(292	)		(344	)		(1,750	)
Income before discontinued operations		6,901			5,704			7,556			4,055			24,217			9,031			10,721			11,245			30,997
Discontinued Operations, net of income taxes		8,649			(326	)		—			—			8,323			—			—			—			—
Net Income	$	15,550		$	5,378		$	7,556		$	4,055		$	32,540		$	9,031		$	10,721		$	11,245		$	30,997
Basic Shares		32,778			32,889			32,992			33,970			33,009			33,937			34,066			34,135			34,045
Basic earnings per share	$	0.47		$	0.16		$	0.23		$	0.12		$	0.99		$	0.27		$	0.31		$	0.33		$	0.91
Diluted Shares		36,193			34,057			34,348			35,368			34,153			35,530			39,822			39,721			35,595
Diluted earnings per share	$	0.46		$	0.16		$	0.22		$	0.11		$	0.95		$	0.25		$	0.30		$	0.31		$	0.87