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): February 3, 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 February 3, 2005, NDCHealth Corporation (“NDCHealth” or “the Company”) issued a press release stating that it will not pay its regular quarterly dividend of $0.04 for the second fiscal quarter ended November 26, 2004 due to the delay in filing its financial statements for its second fiscal quarter. As previously disclosed, the company’s delay in providing its financial statements to its senior lenders under its Senior Credit Facility and in filing its Quarterly Report on Form 10-Q for the second fiscal quarter with the Securities and Exchange Commission as required by the indenture for its 10-½% Senior Subordinated Notes are defaults under its Senior Credit Facility and Note indenture, respectively. The payment of dividends by the company is restricted as long as any default or event of default under these instruments continues.
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.
Safe Harbor Statement
This Current Report on Form 8-K includes “forward-looking” statements (rather than historical facts) within the meaning of the federal securities laws that are subject to risks and uncertainties that could cause actual results to differ materially from those described. Forward-looking statements are only predictions and are not guarantees of performance, and include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend,” or similar expressions. These statements include, among others, statements regarding the results of the Company’s accounting review, the timing of filings with the SEC, our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of future capital expenditures, the likelihood of our success in developing and introducing new products and expanding our business, working capital needs and sources of liquidity, and our ability to maintain compliance with certain restrictive debt covenants or obtain a waiver and/or amendments to our credit agreement, or renegotiate or refinance our outstanding debt.
These forward-looking statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Many of these risk factors and assumptions are beyond our ability to control or predict, and are not intended to represent a complete list of all risks and uncertainties inherent in our business, and should be read in conjunction with the more detailed cautionary statements included in later filings with the Securities and Exchange Commission.
We believe our forward-looking statements contained herein are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on our current assumptions and expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number | Exhibit Title | |
99.1 | Press Release dated February 3, 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/ Lee Adrean | |
Lee Adrean | ||
Chief Financial Officer |
Date: February 3, 2005