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 1, 2007
INVENTIV 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
On March 1, 2007, inVentiv Health, Inc. ("inVentiv") 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 Chamberlain Communications Group, Inc. and ignite comm.net/Incendia Health, Inc. and (ii) pursuant to the earnout provisions of certain previously completed acquisitions:
Transaction | Number of Shares | Date of Issuance | Recipient(s) |
Chamberlain | 85,179 | March 1, 2007 | former stockholders of Chamberlain Communications Group, Inc. |
Ignite | 108,992 | March 1, 2007 | ignite comm.net/Incendia Health, Inc. |
inChord Communications | 344,857 | March 1, 2007 | former stockholders of inChord Communications |
HHI, L.L.C. | 97,499 | March 1, 2007 | HHI, L.L.C. |
Adheris, Inc. | 107,510 | March 1, 2007 | former stockholders of Adheris, Inc. |
Synergos, LLP | 9,237 | March 1, 2007 | Synergos, LLP |
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. In each case, there was no general solicitation or advertising, the number of recipients of such unregistered shares was limited and such recipients are accredited and/or sophisticated.
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.
INVENTIV HEALTH, INC.
By: /s/ John R. Emery -------------------------------------------- Date: March 7, 2007 Name: John R. Emery Title: Chief Financial Officer (Principal Accounting and Financial Officer) |