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): June 7, 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 June 7, 2005, NDCHealth Corporation (“NDCHealth” or the “Company”) issued a press release announcing the sale of NDCHealth Holdings GmbH & Co., the holding company for NDCHealth’s German information management operations, to the 49% minority stockholder and former owner of this business. Under the terms of the agreement, the company received 9.5 million Euro at closing, with an additional 1.5 million Euro payable over three years and guaranteed by WestLB, a Dusseldorf-based bank. Net cash proceeds from the sale will be used to pay down the senor debt. The Company plans to record a loss of approximately $7.4 million on this sale in its discontinued operations.

In addition, NDCHealth has been notified by the Internal Revenue Service that the company’s settlement offer for the worthless stock loss deduction taken in fiscal year 2001 related to the Company’s divestiture of management services has been accepted. As a result of this settlement, the Company plans to record a $3.7 million tax benefit related to the reversal of a tax reserve related to this matter. This benefit will be reflected as part of its discontinued operations.

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.

ITEM 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Exhibit Title
99.1	Press Release dated June 7, 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/ James W. FitzGibbons
James W. FitzGibbons
Vice President and Chief Accounting Officer

Date: June 7, 2005

EX-99.1

NDC Plaza Atlanta, GA 30329-2010 404-728-2000	Exhibit 99.1 NEWS RELEASE

NDCHealth Completes Sale of German Operations

Company Also Reaches Settlement with IRS

ATLANTA, June 7, 2005 – NDCHealth Corporation (NYSE: NDC), a leading U.S. provider of healthcare technology and information solutions, today announced the sale of NDCHealth Holdings GmbH, the holding company for its German information management operations, to the 49% minority stockholder and former owner of this business.

Net cash proceeds from the sale will be used to pay down senior debt. NDCHealth will incur a loss from the sale of approximately $7.4 million, or $0.21 per diluted share, which will be reflected in discontinued operations in the fiscal fourth quarter ended May 27, 2005. The company’s debt balance, following application of net cash proceeds, will be approximately $260 million.

“This transaction completes our plans to divest non-core assets in order to focus NDCHealth on the best U.S. market opportunities,” said Walter Hoff, chairman and CEO, NDCHealth. “We enjoy very strong competitive positions in four key sectors of the U.S. healthcare industry, and we look forward to leveraging our recently released products and services to deliver future growth for NDCHealth.”

Separately, the company announced that the Internal Revenue Service (IRS) agreed to NDCHealth’s settlement offer related to an audit of a claimed deduction from a divestiture in the Company’s fiscal year 2001 consolidated federal income tax return. As a result of the settlement, the company expects to record a $3.7 million tax benefit, or $0.10 per diluted share, in its fourth quarter of fiscal 2005 related to the reversal of a tax reserve. This benefit will be reflected as part of the company’s discontinued operations.

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., NDCHealth provides information vital to the delivery of healthcare every day. For more information, visit www.ndchealth.com.

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Contact:

Robert Borchert

VP, Investor Relations

404-728-2906

robert.borchert@ndchealth.com