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):     December 9, 2005

 

 

NDCHEALTH CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-12392   58-0977458
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

NDC Plaza, Atlanta, Georgia 30329-2010

(Address of Principal Executive Offices) (Zip Code)

 

(404) 728-2000

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

¨ 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 December 9, 2005, NDCHealth Corporation issued a press release announcing that in connection with its previously announced business combination with Per-Se Technologies, Inc., it has commenced a cash tender offer and consent solicitation for any and all of its $200 million outstanding principal amount of 10 1/2% senior subordinated notes due 2012. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits:

 

            Exhibit No.    Description
                99.1    Press Release dated December 9, 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
   

By:       /s/ James W. Fitzgibbons

   

Name: James W. Fitzgibbons

   

Title:   Vice President and Chief Accounting Officer

 

Dated: December 9, 2005

 

INDEX TO EXHIBITS

 

            Exhibit No.    Description
                99.1    Press Release dated December 9, 2005.