8-K 1 d8k.htm FORM 8-K Form 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