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): July 12, 2002
VENTIV 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) (I.R.S. Employer Identification No.)
c/o VENTIV HEALTH U.S. SALES
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)
VENTIV HEALTH, INC.
CURRENT REPORT ON FORM 8-K
Item 4. Changes in Registrant's Certifying Accountant
On May 14, 2002, Ventiv Health, Inc. ("Ventiv" or the "Company") was
notified that the Vienna, Virginia practice office of Arthur Andersen LLP
("Andersen") was to be sold to another major accounting firm. This practice
office managed the Company's relationship with Andersen since its spin-off from
Snyder Communications, Inc. on September 27, 1999.
On June 19, 2002, the Board of Directors of Ventiv adopted the
recommendation of its Audit Committee that Andersen be dismissed as Ventiv's
auditors upon the later of: (i) the engagement of a new independent public
accounting firm or (ii) the filing of Ventiv's quarterly report on Securities
and Exchange Commission Form 10-Q for the period ending June 30, 2002. On July
12, 2002, Ventiv dismissed Andersen as Company's auditors and the Board of
Directors, upon the recommendation of its Audit Committee, engaged Deloitte &
Touche LLP ("Deloitte") as Ventiv's new independent auditors.
Andersen's reports on Ventiv's consolidated financial statements for
each of the years ended December 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 years ended December 31, 2001 and 2000 and the subsequent
interim period through the date of this Current Report on 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 Andersen to make
reference to the subject matter in connection with its report on Ventiv's
consolidated financial statements for such years. Further, there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
Ventiv has provided Andersen with a copy of the foregoing statements
and requested that Andersen provide Ventiv with a letter stating whether it
agrees with such statements. Ventiv will file the response letter as an
amendment to this report, when received.
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
-----------------------------------------
Date: July 19, 2002 Name: John R. Emery
Title: Chief Financial Officer
(Principal Accounting and Financial Officer)