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 7, 2003

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 Release dated May 7, 2003

Item 9. Regulation FD Disclosure

On May 7, 2003, NDCHealth Corporation issued a press release which is filed herewith as Exhibit 99.1 (a) and incorporated in this Item 9 by this reference.

When used in this report and the exhibits hereto, in documents incorporated herein and elsewhere by management of NDCHealth Corporation, the words “believes,” “anticipates,” “expects,” “intends,” “plans” 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 objectives, future capital expenditures, sources and cost of future financing, the effective tax rate, 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, margins and other results will be dependent upon all such factors and results subject to risks related to the performance of our various investments and alliances, estimates of the valuation of these investments, economic and market conditions in the pharmaceutical manufacturing industry, ability to accelerate revenue growth during the remainder of fiscal 2003, the application of accounting standards, the implementation of changes by the Company, the failure to implement changes, and 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 under the caption “Additional Factors That May Affect Future Performance” in the Company’s Annual Report on Form 10-K for the period ended May 31, 2002 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 including its most recent Form 10-K; 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 terrorist attacks or from military action in the Middle East. The Company cautions that such factors are not exclusive.

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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.

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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/    David H. Shenk
David H. Shenk
Vice President & Corporate Controller (Chief Accounting Officer)

Date: May 7, 2003

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EX-99.1(A)

Exhibit 99.1 (a)

Contact:	Betty Feezor
	404-728-2363

NDCHealth ANNOUNCES PURCHASE PRICE

FOR SECOND STEP OF TechRx ACQUISITION

ATLANTA, May 7, 2003 — NDCHealth Corporation (NYSE: NDC) announced today the purchase price for the second step of the acquisition of TechRx Incorporated. The purchase price will be approximately $110 million in cash and NDCHealth expects to fund the entire purchase price from its existing cash reserves. The acquisition is expected to close on or about May 28, 2003.

Following the closing of the transaction, NDCHealth will begin to recognize the benefit of the Net Operating Loss carry forwards (NOLs) generated by TechRx of approximately $50 to $60 million. The Company expects to be able to utilize approximately half of this benefit in its 2004 fiscal year, which begins May 31, 2003. The expected impact of the utilization of the NOLs in fiscal 2004 will be to reduce cash tax payments, thereby positively impacting net cash provided by operating activities by approximately $9 to $11 million. As a result of the consolidation of TechRx for tax purposes, and other factors, NDCHealth expects its estimated effective income tax rate for fiscal 2004 to increase to approximately 37.5%.

TechRx is a provider of systems and technology to independent, regional chain, national chain and mail order pharmacies. Its systems are used by pharmacies to automate the prescription fulfillment process and to connect to the NDCHealth Intelligent Network to process claims and access value added services. On May 29, 2002, NDCHealth acquired a controlling interest in TechRx and the right to acquire the remaining interest in the company in a two step transaction. The formula for the purchase price for the second step was set forth in the May, 2002 agreement. The price is based on specific operating milestones and financial objectives already achieved, and assumes the accomplishment of one additional milestone in May, 2003.

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

This press release contains forward-looking statements concerning the Company’s future operations, performance and financial condition. Actual expenses, net income, cash flows and cash balances will be dependent upon many factors and results are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. These include timing of cash collections and disbursements, current and future cash balances, amount and timing of the cash benefit related to the Net Operating Loss carry forward, sufficient Net Income to utilize the Net Operating Loss carry forward, and other risks detailed in the Company’s SEC filings, including its Report on Form 10-K for the year ended May 31, 2002. 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 terrorist attacks or from military action in the Middle East. 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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