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): March 30, 2006
VENTIV HEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-30318 0; 52-2181734 ------------------------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) |
VANTAGE COURT NORTH
200 COTTONTAIL LANE
SOMERSET, NEW JERSEY 08873
(Address of Principal Executive offices) (Zip Code)
(800) 416-0555
(Registrant's Telephone Number, Including Area Code
N/A
(Former Name or Former Address, if changed Since Last Report)
CURRENT REPORT ON FORM 8-K
Between March 30, 2006 and April 4, 2006, Ventiv Health, Inc. ("Ventiv") completed the following issuances of unregistered shares of its Common Stock, par value $0.001 per share (“Common Stock”). These shares were issued (i) in connection with the closing of the previously announced acquisitions of Synergos, LLP and Jeffrey Simbrow Associates ULC and (ii) pursuant to the earnout provisions of acquisition agreements entered into during 2004 and 2005:
Transaction | Number of Shares | Date of Issuance | Recipient(s) |
HHI, L.L.C. | 121,452 | March 30, 2006 | HHI, L.L.C. |
Smith Hanley Holding Corp. and subsidiaries | 61,103 | March 30, 2006 | Smith Hanley Holding Corp. and subsidiaries |
Synergos, LLP | 64,244 | April 1, 2006 | Synergos, LLP |
Jeffrey Simbrow Associates ULC | 56,063 | April 1, 2006 | former shareholders of Jeffrey Simbrow Associates ULC |
Franklin Group, Inc. and Lincoln Ltd. Inc. | 36,184 | April 4, 2006 | Franklin Group, Inc. and Lincoln Ltd., Inc. |
Pharmaceutical Resource Solutions LLC | 2,920 | April 4, 2006 | Pharmaceutical Resource Solutions LLC |
The issuance of the foregoing shares of Common Stock was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.
SIGNATURES
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 thereunto duly authorized.
VENTIV HEALTH, INC.
By: /s/ John R. Emery -------------------------------------------- Date: April 6, 2006 Name: John R. Emery Title: Chief Financial Officer (Principal Accounting and Financial Officer) |