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): December 3, 2001
VENTIV HEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-30318 52-2181734
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(Commission File Number) (I.R.S. Employer Identification No.)
1114 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(Address of Principal Executive offices) (Zip Code)
(212) 768-8000
(Registrant's Telephone Number, Including Area Code
N/A
(Former Name or Former Address, if changed Since Last Report)
VENTIV HEALTH, INC.
CURRENT REPORT ON FORM 8-K
Item 5. Other Events.
Ventiv Health, Inc. announced today via press release that the Company and its
lenders intend to amend the Company's $50 million unsecured revolving credit
facility on or prior to December 31, 2001. The Company had previously disclosed
in its Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2001, as filed with the Securities and Exchange Commission on November 14,
2001, that it had executed a term sheet with its lenders on November 14, 2001 to
enter into an amended credit facility on or before December 3, 2001. The amended
credit facility would be secured by Ventiv's assets and would include a waiver
of non-compliance through December 21, 2001 for the Company's non-compliance
with certain existing financial covenants. It was anticipated that subsequent to
December 3, 2001 the parties would agree on modified financial and restrictive
covenants and other terms, which would be incorporated into the amended credit
facility on or before the December 21, 2001 expiration date of the waiver of
non-compliance.
The parties have now agreed to defer amending the credit facility in any form
until final agreement is reached on modifications to financial and restrictive
covenants and other terms. In the interim, the Company's lenders have reserved
all rights and remedies, including the right to declare all amounts outstanding
under the current facility immediately payable. Ventiv classified all amounts
outstanding under the credit facility as current at September 30, 2001.
Should the Company be unable to enter into an amended credit arrangement with
its existing bank group, it will have to seek alternative financing arrangements
or sources of capital. However, there can be no assurances that such alternative
financing can be obtained. The failure to obtain an amended credit facility
containing a waiver and modified financial covenants, or to obtain alternative
credit facilities, would have a material adverse effect on the financial
condition of the Company and jeopardize its ability to continue as a going
concern.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release of Ventiv Health, Inc., dated as of December 3, 2001.
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
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Date: December 3, 2001 Name: John R. Emery
Title: Chief Financial Officer
(Principal Accounting and Financial Officer)