UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 21, 2010
inVentiv Health, Inc.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| | |
| 0-30318 | | 52-2181734 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 500 ATRIUM DRIVE, SOMERSET, NEW JERSEY | | 08873 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(800) 416-0555
(Registrant’s Telephone Number, Including Area Code)
(Not Applicable)
(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 (seeGeneral 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 21, 2010, inVentiv Health, Inc. (the “Company”) held a special meeting of its stockholders to consider and vote on (1) a proposal to adopt the Agreement and Plan of Merger, dated as of May 6, 2010, as amended May 27, 2010, by and among the Company, inVentiv Group Holdings, Inc. (formerly Papillon Holdings, Inc.) and inVentiv Acquisition, Inc. (formerly Papillon Acquisition, Inc.) (the “Merger Agreement”) and (2) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement.
As of June 15, 2010, which was the record date for the special meeting, 34,957,721 shares of the Company’s common stock were issued and outstanding. A quorum was present at the special meeting. Below is a summary of the voting results on each proposal.
The proposal to adopt the Merger Agreement was approved by the Company’s stockholders. The results of the vote on this proposal were:
| | | | |
For | | Against | | Abstain |
| 25,966,623 | | 80,228 | | 19,355 |
There were no broker non-votes on this proposal.
The proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement was approved by the Company’s stockholders. The results of the vote on this proposal were:
| | | | |
For | | Against | | Abstain |
| 24,200,378 | | 1,849,940 | | 15,889 |
There were no broker non-votes on this proposal. Adjournment of the special meeting was not necessary or appropriate because there were sufficient votes at the time of the special meeting to adopt the Merger Agreement.
The items of business upon which the stockholders of the Company votes at the special meeting are more fully described in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by the Company on June 17, 2010.
| Item 7.01. | Regulation FD Disclosure. |
On July 21, 2010, the Company issued a press release announcing that its stockholders approved the Merger Agreement at a special meeting of its stockholders. A copy of the press release is furnished as part of this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit Number | | Exhibit Description |
| |
| 99.1 | | Press Release, dated July 21, 2010. |
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.
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| | | | INVENTIV HEALTH, INC. |
| | | |
| Date: July 21, 2010 | | | | By: | | /s/ David Bassin |
| | | | Name: | | David Bassin |
| | | | Title: | | Chief Financial Officer and Secretary |
EXHIBIT INDEX
| | |
Exhibit
Number | | Exhibit Description |
| |
| 99.1 | | Press Release, dated July 21, 2010. |
