8-K

UNITED STATES

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): November 9, 2004

Commission File No. 001-12392

NDCHealth Corporation

(Exact name of registrant as specified in its charter)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 Regulation FD Disclosure.

On November 9, 2004, NDCHealth Corporation (the “Company”) issued a press release announcing the final results of matters submitted to a vote of the Company’s stockholders at their Annual Meeting on October 28, 2004. The press release also announces the Board of Directors’ decision to commence an orderly process to retain an investment bank to assist in a review and analysis of strategic alternatives available to the Company. The full text of the release is attached as exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated into future filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended unless expressly set forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

ITEM 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Exhibit Title
99.1	Press Release dated November 9, 2004.

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/ James W. FitzGibbons
	James W. FitzGibbons
	Vice President and Chief Accounting Officer

Date: November 9, 2004

EX-99.1

Exhibit 99.1

NDC Plaza

Atlanta, GA 30329-2010

404-728-2000

For Immediate Release

NDCHealth Board of Directors to Commence Orderly Process to Retain

an Investment Bank to Assist the Board in a Review and Analysis of

Strategic Alternatives Available to NDCHealth

ATLANTA, November 9, 2004 – NDCHealth Corporation (NYSE: NDC) announced that its Board of Directors held a telephonic meeting today, during which the Board reviewed the final results of the stockholder vote at the Annual Meeting of Stockholders held on October 28, 2004 which were officially certified this morning by IVS Associates, the independent Inspector of Elections. NDCHealth previously disclosed the preliminary results of the stockholder vote on November 4, 2004.

One of the items approved by stockholders at the Annual Meeting was a proposal recommending that the Board engage a leading investment bank to analyze and report to the Board on all strategic alternatives available to NDCHealth for maximization of stockholder value. The Board remains committed to maximizing stockholder value and decided at its meeting today to commence an orderly process to retain an investment bank to assist the Board in a review and analysis of strategic alternatives available to NDCHealth. The Board will also be reviewing the strategic design and initial results of the profit improvement plan being implemented by NDCHealth management.

According to the officially certified results released this morning, the following are the results on the matters submitted to a vote of stockholders at the 2004 Annual Meeting of Stockholders:

Proposal 1: The re-election of three directors:

	In Favor	Withheld
J. Veronica Biggins	16,443,625	3,693,003
Terri A. Dial	18,042,607	2,094,021
Kurt M. Landgraf	16,758,049	3,378,579

Proposal 2: Approval of the NDCHealth Corporation 2005 Incentive Plan:

For	Against	Abstain
9,383,539	10,246,287	3,608,169

Proposal 3: Stockholder proposal recommending engagement of an investment bank:

For	Against	Abstain
18,889,019	3,476,848	402,348

Cautionary Information Regarding Forward-Looking Statements

This press release contains forward-looking statements related to the Board of Directors’ review of the Company’s plans, progress and strategic alternatives. These statements are based upon the Board’s current intentions and are not intended to indicate any conclusions or possible future decisions based upon such review. All forward looking-statements involve risks and uncertainties that may cause actual results to differ materially from those described, and are only predictions and not guarantees of performance. More detailed risk factors and cautionary statements are included in NDCHealth’s Annual Report on Form 10-K for the fiscal year ended May 28, 2004 and other company filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to update publicly any of them in light of new information or future events.

About NDCHealth

NDCHealth is uniquely positioned in healthcare as a leading provider of point-of-service systems, electronic connectivity and information solutions to pharmacies, hospitals and healthcare facilities, physicians, pharmaceutical manufacturers and payers.

Contact:

Robert Borchert

VP – Investor Relations

404-728-2906

robert.borchert@ndchealth.com