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 23, 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 1.01 Entry into a Material Definitive Agreement

On November 22, 2004, NDCHealth Corporation (the “Corporation”) entered into Letter Amendment No. 6 to the Credit Agreement, dated as of November 26, 2002, among the Corporation, the Lenders and agents from time to time party thereto, Merrill Lynch Capital, as Administrative Agent and Swing line Lender, Credit Suisse First Boston, as Syndication Agent, Bank of America, N.A., as Documentation Agent and LaSalle Bank National Association, as L/C Issuer, as amended by Letter Amendment and Waiver No. 1 dated as of May 27, 2003, Letter Amendment No. 2 dated as of August 29, 2003, Amendment No. 3 dated as of December 19, 2003 , Letter Amendment No. 4 dated as of January 22, 2004 and Letter Amendment No. 5 dated as of August 20, 2004 (as so amended, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the Credit Agreement. Merrill Lynch Capital acted as Administrative Agent with respect to Letter Amendment No. 6.

Letter Amendment No. 6, among other things, amends certain negative covenants, including certain financial covenants, made by the Corporation under the Credit Agreement, which amendments afford the Corporation greater operating flexibility throughout fiscal 2005. Those amendments, among other things, revise the Corporation’s permitted Maximum Consolidated Total Leverage Ratio, Maximum Consolidated Senior Leverage Ratio and Minimum Consolidated Fixed Charge Ratio for the remainder of fiscal 2005 and each quarter of fiscal 2006 and each quarter thereafter.

ITEM 7.01 Regulation FD Disclosure

On November 23, 2004, NDCHealth Corporation issued a press release announcing the amendment of its senior secured credit facility, certain charges and expected adjusted earnings per share for the second fiscal quarter. The full text of the release is attached as exhibit 99.1.

The information in this Item 7.01 of 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 99.1 Press Release dated November 23, 2004, announcing an amendment to the Corporation’s senior secured credit facility, certain charges and expected adjusted earnings per share for the second fiscal quarter together with a table reconciling expected adjusted earnings per share to GAAP earnings per share.

Exhibit 99.2 Letter Amendment No. 6

1

CAUTIONARY NOTICE REGARDING

NON-GAAP MEASURES AND

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements related to the company’s expected business outlook and guidance for the second fiscal quarter of 2005. These statements involve risks and uncertainties that may cause actual results to differ materially. The company’s business outlook and the projected results for future periods are based on preliminary estimates, assumptions and projections that management believes to be reasonable at this time, but may be beyond management’s control. Forward-looking statements are only predictions and are not guarantees of performance, and include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend,” or similar expressions. These statements include, among others, statements regarding the company’s expected business outlook, anticipated financial and operating results, its business strategy and means to implement the strategy, the company’s objectives, the amount and timing 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, financing plans, working capital needs and sources of liquidity. These forward-looking statements are based on management’s beliefs and assumptions, which in turn are based on currently available information. Important risks and assumptions relating to the forward-looking statements include, without limitation: (1) the company’s ability to expand in new and existing markets; (2) demand for the company’s products and services; (3) the cost of product development; (4) the timely completion, market demand and acceptance of the company’s new pharmacy and information products; (5) competitive forces; (6) gains in market share; (7) industry conditions affecting the company’s customers; (8) expected pricing levels; (9) expected growth of revenue and net income; (10) the timing and cost of planned capital expenditures; (11) the availability of capital to invest in business growth and expansion; (12) the timing of recognition of certain revenue; (13) access to data from suppliers; (14) the potential for information or network services interruptions; (15) adequate protection of proprietary technology; (16) unanticipated changes in accounting rules and/or interpretations; (17) complex state and federal regulations and its impact on the demand for information products or availability of certain data; (18) expected outcomes and cost of any regulatory action or pending litigation; (19) expected synergies relating to acquisitions, joint ventures and strategic alliances; (20) the timing of, and expected proceeds from the disposition of certain assets; (21) the company’s ability to maintain compliance with certain restrictive debt covenants or obtain a waiver and/or amendments to its credit agreements; and (22) the company’s substantial indebtedness, which could adversely affect its financial condition, results of operations and liquidity. Many of these risk factors and assumptions are beyond the company’s ability to control or predict, and are not intended to represent a complete list of all risks and uncertainties inherent in the company’s business, and should be read in conjunction with the more detailed cautionary statements 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. The company believes its forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on the company’s current assumptions and expectations. 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.

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/ Lee Adrean
	Lee Adrean
	Executive Vice President and Chief Financial Officer

Date: November 24, 2004

3

EX-99.1

Exhibit 99.1

NDC Plaza
Atlanta, GA 30329-2010
404-728-2000	For Immediate Release

NDCHealth Amends Credit Facility to Gain Additional Operating Flexibility

ATLANTA, November 23, 2004 – NDCHealth Corporation (NYSE: NDC) announced today that it has amended its senior secured credit facility, modifying the total leverage and fixed charge coverage ratios to provide for greater flexibility. The amendment allows the company to incur certain restructuring costs as it implements strategies to improve its business operations and profitability.

The company expects to incur a charge of approximately $2 million in its second quarter ending November 26, 2004 related to severance and other costs associated with the elimination of certain senior management positions within the organization. The elimination of these positions allows the company to better align its resources with key opportunities and, in parts of the company, to eliminate a layer of management, bringing decision-making closer to the customers. This action was not anticipated at the beginning of the fiscal second quarter, and NDCHealth may not have been able to take this action and remain in compliance at the end of the quarter with one of the covenants of its credit facility without the amendment. The company expects adjusted earnings per share from continuing operations, before the effect of severance and related charges, in its second fiscal quarter to be between $0.04 and $0.08. A reconciliation of adjusted earnings per share to GAAP earnings per share is provided with this press release.

The company expects to be in compliance with the amended credit facility’s financial covenants for the fiscal second quarter. Merrill Lynch & Co. acted as the administrative agent.

Cautionary Information Regarding Forward-Looking Statements

This press release contains forward-looking statements related to the company’s expected adjusted earning per share results for the second quarter of fiscal 2005 and compliance with the terms of its amended credit facility. The company’s expectations are based on preliminary estimates, assumptions and projections that management believes to be reasonable at this time, but actual results may differ from these estimates due to factors beyond management’s control. 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-care systems, electronic connectivity and information solutions to pharmacies, hospitals, physicians, pharmaceutical manufacturers and payers.

###

Contact:

Robert Borchert

VP - Investor Relations

(404) 728-2906

robert.borchert@ndchealth.com

Exhibit 99.1 (cont.)

Adjusted EPS Reconciliation

NDCHealth Corporation and Subsidiaries

In light of its expected severance and related charges of approximately $2 million to be incurred in its fiscal second quarter ending November 26, 2004, the company will also report an Adjusted Earnings Per Share (EPS) result that can be compared to the EPS guidance provided by NDCHealth on September 30, 2004. The table below reconciles expected Adjusted Earnings Per Share for the three months ending November 26, 2004 to the company’s expected Earnings Per Share results that will be determined under GAAP.

	EPS Guidance
	Three Months Ending November 26, 2004
	Low End		High End
GAAP Earnings Per Share from Continuing Operations	$	0.01	$	0.05
Severance and Related Charges	$	0.03	$	0.03
Adjusted Earnings Per Share from Continuing Operations	$	0.04	$	0.08

EX-99.2

Exhibit 99.2

EXECUTION COPY

LETTER AMENDMENT No. 6

Dated as of November 22, 2004

To the banks, financial institutions

and other lenders

(collectively, the “Lenders”) parties

to the Credit Agreement referred to

below and to Merrill Lynch Capital,

a Division of Merrill Lynch Business

Financial Services Inc., as Administrative Agent

(in such capacity, the “Administrative Agent”) for the Lenders

Ladies and Gentlemen:

We refer to the Credit Agreement, dated as of November 26, 2002, among NDCHealth Corporation, a Delaware corporation (the “Borrower”), the Lenders and agents from time to time party thereto, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent and Swing Line Lender, Credit Suisse First Boston, as Syndication Agent, Bank of America, N.A., as Documentation Agent and LaSalle Bank National Association, as L/C Issuer, as amended by Letter Amendment and Waiver No. 1, dated as of May 27, 2003, Letter Amendment No. 2 dated as of August 29, 2003, Amendment No. 3 dated as of December 19, 2003, Letter Amendment No. 4 dated as of January 22, 2004 and Letter Amendment No. 5 dated as of August 20, 2004 (as so amended or otherwise modified in writing, the “Credit Agreement”; the terms defined therein being used herein as therein defined).

Effective as of the date of this Letter Amendment, the Credit Agreement is hereby amended as follows:

(a) Section 7.05 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (h), inserting the word “and” at the end of clause (i) and adding a new subsection (j), which shall read as follows:

“(j) the Disposition by the Borrower of the System Excellence Pharmacy Benefit Administration Software License (the “SXC License”) to HealthTran LLC for total consideration equal to the book value of the SXC License as of the date of such Disposition in the form of a promissory note payable to the Borrower by HealthTran LLC.”

(b) Section 7.11 of the Credit Agreement is hereby amended by replacing subsection (a) of such Section in its entirety with the following:

“(a) Maximum Consolidated Total Leverage Ratio. Permit at any time a Consolidated Total Leverage Ratio of more than the amount set forth below during each period set forth below:

Quarter Ending	Ratio
November 30, 2004	3.75:1.00
February 28, 2005	3.75:1.00
May 31, 2005	3.75:1.00
August 31, 2005	3.50:1.00
November 30, 2005	3.50:1.00
February 28, 2006	3.25:1.00
May 31, 2006	3.25:1.00
Each Quarter thereafter	2.75:1.00”

(c) Section 7.11 of the Credit Agreement is hereby amended by replacing subsection (b) of such Section in its entirety with the following:

“(b) Maximum Consolidated Senior Leverage Ratio. Permit at any time a Consolidated Senior Leverage Ratio of more than the amount set forth below during each period set forth below:

Quarter Ending	Ratio
November 30, 2004 and each Quarter thereafter	1.50:1.00”

(d) Section 7.11 of the Credit Agreement is hereby amended by replacing subsection (c) of such Section in its entirety with the following:

“(c) Minimum Consolidated Fixed Charge Coverage Ratio. Permit at any time a Consolidated Fixed Charge Coverage Ratio of less than the amount set forth below during the period set forth below:

Quarter Ending	Ratio
November 30, 2004	1.25:1.00
February 28, 2005	1.15:1.00
May 31, 2005	1.20:1.00
August 31, 2005	1.30:1.00
November 30, 2005	1.50:1.00
February 28, 2006	1.50:1.00
May 31, 2006 and thereafter	1.50:1.00”

This Letter Amendment shall become effective as of the date first above written when, and only when, (a) the Administrative Agent shall have received counterparts of this Letter Amendment executed by the undersigned and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Letter Amendment, (b) payment in full of all expenses of the Administrative Agent related to this Letter Amendment (including all outstanding legal fees of counsel to the Agent incurred in connection with the Credit Agreement since the last date of payment of such fees) shall have been made by the Borrower, (c) the Administrative Agent shall have received, for the account of each Lender executing this Letter Amendment by 5:00 pm on Monday, November 22, 2004, a fee equal to 0.25% of the sum of such Lender’s Total Outstandings and unused Revolving Credit Commitment and (d) the Administrative Agent shall have received fully executed counterparts of the Consent attached hereto as Annex A.

On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment.

The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Letter Amendment. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

To induce the Lenders and the Administrative Agent to enter into this Letter Amendment, each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent that:

(a) the execution, delivery and performance by such Loan Party of this Letter Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of or default under, or the creation of any Lien under or require any payment to be made under, (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law;

(b) this Letter Amendment has been duly executed and delivered for the benefit of or on behalf of each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally; and

(c) after giving effect to this Letter Amendment, (i) no Default or Event of Default has occurred and is continuing as of the date hereof and (ii) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (B) for the representations and warranties set forth in Sections 5.05(b) and (c) and in Section 5.15 of the Credit Agreement with respect to revenues related to the Physicians Software business reported in the financial statements of the Borrower for the first quarter of Fiscal Year 2003 through the first quarter of the Fiscal Year 2005 (the “Affected Period”) which financial statements may be restated in accordance with GAAP (the “Restatement”) in connection with the completion of the physician accounting review previously disclosed to the Lenders. Notwithstanding the foregoing, the Borrower represents and warrants that after the Restatement the Borrower will be in compliance with the financial covenants set forth in Section 7.11 of the Credit Agreement for the Affected Period.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this Letter Amendment to Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022, Attention: Jessica Miller No. (646) 848-7631.

This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,
NDCHEALTH CORPORATION
By:	/s/ Lee Adrean
Name:	Lee Adrean
Title:	Executive Vice President and
	Chief Financial Officer

Agreed to as of the date first above written:

MERRILL LYNCH CAPITAL, a division of

Merrill Lynch Business Financial Services Inc.,

as Administrative Agent, Swing Line Lender and

as Lender

By:	/s/ Michele Kovatchis
Name:	Michele Kovatchis
Title:	Director,
	MERRILL LYNCH CAPITAL

	, as a Lender
[Insert Name of Financial Institution]

By

Title:

ANNEX A

CONSENT

Dated as of November 22, 2004

Each of the undersigned, as Guarantor under the Guaranty dated November 26, 2002 (the “Guaranty”), in each case, in favor of the Secured Parties referred to in the Credit Agreement referred to in the foregoing Letter Amendment (the “Credit Agreement”) hereby consents to such Letter Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of such Letter Amendment, the Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Letter Amendment, each reference in the Guaranty to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Letter Amendment and (b) the Collateral Documents to which each of the undersigned is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

NDC HEALTH INFORMATION SERVICES (ARIZONA) INC.
By:	/s/ Randolph L.M. Hutto
Name:	Randolph L.M. Hutto
Title:	General Counsel and Secretary,
	NDCHealth Corporation
NDC OF CANADA, INC.
By:	/s/ Randolph L.M. Hutto
Name:	Randolph L.M. Hutto
Title:	General Counsel and Secretary,
	NDCHealth Corporation