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 22, 2002
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Commission File No. 001-12392
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NDCHealth Corporation
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(Exact name of registrant as specified in its charter)
DELAWARE 58-0977458
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(State or other jurisdiction of (IRS Employer
incorporation) Identification Number)
NDC Plaza, Atlanta, Georgia 30329-2010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 728-2000
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None
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
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The Audit Committee of the Board of Directors of NDCHealth Corporation
(the "Company") annually considers and recommends to the Board the selection of
the Company's independent public accountants. As recommended by the Company's
Audit Committee, the Board of Directors directed management to notify Arthur
Andersen LLP ("Andersen") that it had decided to no longer engage Andersen as
the Company's independent public accountant. Management notified Andersen that
they would no longer be engaged subsequent to the filing of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 1, 2002.
Andersen recently completed the SAS 71 Review for the Company's third
fiscal quarter ended March 1, 2002. The Company filed its third quarter report
on Form 10-Q with the Securities and Exchange Commission on March 22, 2002.
Andersen's reports on the Company's consolidated financial statements for each
of the fiscal years ended May 31, 2001 and 2000 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
During the company's two most recent fiscal years and through the date
of this Form 8-K, there were no disagreements with Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused them to make reference to the subject matter in connection with their
report on the Company's consolidated financial statements for such years; and
there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation
S-K.
The Company provided Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of Andersen's letter, dated March 27, 2002,
stating its agreement with such statements.
The Company is currently conducting a review to select a new
independent public accountant to complete its fiscal 2002 audit.
Item 7. Financial Statements and Exhibits
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Exhibit 16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated March 27, 2002.
Exhibit 99.1 Press Release dated March 27, 2002.
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SIGNATURE
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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
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(Registrant)
By: /s/ David H. Shenk
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David H. Shenk
Vice President & Corporate Controller
(Chief Accounting Officer)
Date: March 27, 2002
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