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): February 3, 2005

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 8.01 Other Events.

On February 3, 2005, NDCHealth Corporation (“NDCHealth” or “the Company”) issued a press release stating that it will not pay its regular quarterly dividend of $0.04 for the second fiscal quarter ended November 26, 2004 due to the delay in filing its financial statements for its second fiscal quarter. As previously disclosed, the company’s delay in providing its financial statements to its senior lenders under its Senior Credit Facility and in filing its Quarterly Report on Form 10-Q for the second fiscal quarter with the Securities and Exchange Commission as required by the indenture for its 10-½% Senior Subordinated Notes are defaults under its Senior Credit Facility and Note indenture, respectively. The payment of dividends by the company is restricted as long as any default or event of default under these instruments continues.

A copy of the press release issued by the Company is attached as Exhibit 99.1 to this Current Report on form 8-K and is incorporated herein by reference.

Safe Harbor Statement

This Current Report on Form 8-K includes “forward-looking” statements (rather than historical facts) within the meaning of the federal securities laws that are subject to risks and uncertainties that could cause actual results to differ materially from those described. 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 results of the Company’s accounting review, the timing of filings with the SEC, our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of future capital expenditures, the likelihood of our success in developing and introducing new products and expanding our business, working capital needs and sources of liquidity, and our ability to maintain compliance with certain restrictive debt covenants or obtain a waiver and/or amendments to our credit agreement, or renegotiate or refinance our outstanding debt.

These forward-looking statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Many of these risk factors and assumptions are beyond our ability to control or predict, and are not intended to represent a complete list of all risks and uncertainties inherent in our business, and should be read in conjunction with the more detailed cautionary statements included in later filings with the Securities and Exchange Commission.

We believe our forward-looking statements contained herein are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on our current assumptions and expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

ITEM 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Exhibit Title
99.1	Press Release dated February 3, 2005.

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
	Chief Financial Officer

Date: February 3, 2005

EX-99.1

Exhibit 99.1

NDC Plaza

Atlanta, GA 30329-2010

404-728-2000

FOR IMMEDIATE RELEASE

NDCHealth Announces Restriction on Second Quarter Dividend Payment

ATLANTA, February 3, 2005 – NDCHealth Corporation (NYSE: NDC) today announced that it will not pay its regular quarterly dividend of $0.04 for the second fiscal quarter ended November 26, 2004 due to the delay in filing its financial statements for its second fiscal quarter. As previously disclosed, the company’s delay in providing its financial statements to its senior lenders under its Senior Credit Facility and in filing its Quarterly Report on Form 10-Q for the second fiscal quarter with the Securities and Exchange Commission (SEC) as required by the indenture for its 10-½% Senior Subordinated Notes are defaults under its Senior Credit Facility and Note indenture, respectively. The payment of dividends by the company is restricted as long as any default or event of default under these instruments continues.

The company expects that the delay in filing its second quarter Form 10-Q will not result in any acceleration of the debt outstanding under the Senior Credit Facility or the Notes if the company files its second quarter Form 10-Q prior to March 21, 2005. NDCHealth is continuing to work to complete and file with the SEC as soon as possible its second quarter Form 10-Q, and anticipates doing so prior to March 21, 2005.

Cautionary Information Regarding Forward-Looking Statements

The company will work with the lenders under its Senior Credit Facility in an effort to resolve, or receive a waiver for, any current conditions of default concurrent with or shortly after filing with the SEC its second quarter Form 10-Q and restated financial results on Forms 10-K/A and 10-Q/A for prior periods. There can be no assurance, however, that the lenders under the company’s Senior Credit Facility will not accelerate the indebtedness outstanding under the Senior Credit Facility at any time. In addition, there can be no assurance that, if the company is unable to file the Form 10-Q prior to March 21^st, the holders of the Notes will not seek to declare the Notes due and payable. However, should this occur, the company’s Senior Credit Facility could operate to delay any payment to the bondholders for up to six months, during which time the company could seek alternative financing. Any acceleration could have a material adverse effect on the company’s business, operations, financial condition, liquidity and capital resources if the company were unable to renegotiate or refinance its debt. While the company may, from time to time, make further announcements, it assumes no obligation to provide updates on the matters mentioned above.

About NDCHealth

NDCHealth is a leading information solutions company serving all sectors of healthcare. Its network solutions have long been among the nation’s leading, automating the exchange of information among pharmacies, payers, hospitals and physicians. Its systems and information management solutions help improve operational efficiencies and business decision making for providers, retail pharmacy and pharmaceutical manufacturers. Headquartered at Atlanta, Ga., the company provides information vital to the delivery of healthcare every day. For more information, visit www.ndchealth.com.

Contact:	Robert P. Borchert
	VP - Investor Relations
	404.728.2906
	robert.borchert@ndchealth.com

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