As filed with the Securities and Exchange Commission on November 3, 1999
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VENTIV HEALTH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-2181734
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1114 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 768-8000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
VENTIV HEALTH, INC. 1999 STOCK INCENTIVE PLAN
AND
CERTAIN AGREEMENTS RELATING TO THE GRANT OF SHARES OF
VENTIV COMMON STOCK TO EMPLOYEES OF VENTIV HEALTH, INC.
(Full Title of Plans)
ERAN BROSHY
CHIEF EXECUTIVE OFFICER
VENTIV HEALTH, INC.
1114 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 768-8000
(Name and address, including zip code,
and telephone number, including area code, of agent for service)
Copy to:
NORMAN D. CHIRITE, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
844552 v.1
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Aggregate Offering Price Registration Fee
Per Share
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock, par value $.001 per share 4,800,000 shares (1) $7.03 (2) $33,744,000 (2) $9,381.00
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per share 314,961 shares (3) $7.94 $2,500,000.00 $695.00
===================================================================================================================================
Common Stock, par value $.001 per share 125,985 shares (4) $7.94 $1,000,000.00 $278.00
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per share 390,556 shares (5) $7.94 $3,100,000.00 $862.00
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL $42,600,000.00 $11,216.00
===================================================================================================================================
(1) Represents the registration of shares of Ventiv common stock issuable
under the Registrant's 1999 Stock Incentive Plan, as amended, pursuant to
the exercise of options that may be granted thereunder.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities
Act of 1933, as amended, based upon the average of the high and low sales
prices of the Registrant's common stock on the National Association of
Securities Dealers Automated Quotation System (NASDAQ) on October 29,
1999.
(3) Represents the registration of shares of Ventiv common stock issuable
pursuant to the Employment Agreement, dated June 14, 1999, between Eran
Broshy and Snyder Communications, Inc. and assumed by Ventiv Health, Inc.
(4) Represents the registration of shares of Ventiv common stock issuable
pursuant to the Employment Agreement, dated August 18, 1999, between
Gregory S. Patrick and Ventiv Health, Inc.
(5) Represents the registration of shares of Ventiv common stock issuable
pursuant to letter agreements between Ventiv Health, Inc. and each of
Robert Brown, R. Jeremy Stone, Allan R. Avery, William C. Pollock,
Andrea von Beckerath, Leonard Vicciardo and Nicole Leturc, respectively.
================================================================================
</TABLE>
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EXPLANATORY NOTE
This Registration Statement is intended to register (i) all shares to
be issued under the 1999 Stock Incentive Plan by Ventiv Health, Inc., a Delaware
corporation, and (ii) 831,502 shares to be issued by Ventiv pursuant to certain
agreements between Ventiv and certain of its employees and directors granting
shares of Ventiv common stock (each, an "Agreement" and collectively, the
"Agreements"). Pursuant to the Note to Part I of Form S-8, the plan information
specified by Part I of Form S-8 to be contained in a Section 10(a) prospectus to
be distributed to each optionee is not being filed with the Securities and
Exchange Commission. Part II contains information that is required in this
Registration Statement pursuant to Part II of Form S-8.
3
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 and the statement of availability of information required by Item 2 of Form
S-8 and information relating to the Stock Plan and the Agreements and other
information required by Item 2 of Form S-8 have previously been, or will be,
sent or given to the Stock Plan participants and each party to an Agreement,
respectively, as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents are not required to be and are
not filed with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
4
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document filed with the SEC by Ventiv pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
incorporated by reference in this document:
o Ventiv's Registration Statement on Form 10, initially filed with the
SEC on June 28, 1999, as amended; and
All documents subsequently filed by Ventiv with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities covered by this Registration Statement have been sold or which
deregisters all of the securities then remaining unsold, will be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this document from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
document will be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this document
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this document modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of the State of
Delaware. Section 145 of the General Corporation Law of the State of Delaware
("DGCL") provides that a Delaware corporation may indemnify any person who is,
or is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his or
her conduct was illegal. A Delaware corporation may indemnify any person who was
or is, or is threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorney's fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the corporation's best
interests except that no indemnification is permitted without judicial approval
if such person is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any
5
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action referred to above, the corporation must indemnify him or her against the
expenses (including attorneys' fees) which such officer or director has actually
and reasonably incurred.
Section 145 further provides that the indemnification provisions of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
Ventiv's by-laws provide that Ventiv shall indemnify its directors
and officers to the fullest extent permitted by the Delaware General Corporation
Law. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or person controlling Ventiv pursuant to
the foregoing provisions, the opinion of the Securities and Exchange Commission
is that such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
As permitted by the Delaware General Corporation Law, Ventiv's
certificate of incorporation also limits the liability of directors of Ventiv
for damages in derivative and third party lawsuits for breach of a director's
fiduciary duty except for liability:
o for any breach of the director's duty of loyalty to Ventiv
or its stockholders;
o for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
o for unlawful payments of dividends or unlawful stock
purchases or redemptions as provided in Section 174 of the
Delaware General Corporation Law; or
o for any transaction for which the director derived
improper personal benefit.
The limitation of liability applies only to monetary damages and,
presumably, would not affect the availability of equitable remedies such as
injunction or recission. The limitation of liability applies only to the acts or
omission of directors as directors and does not apply to any such act or
omission as an officer of Ventiv or to any liabilities imposed under federal
securities law.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145.
Ventiv intends to obtain directors' and officers' insurance providing
indemnification for certain Ventiv's directors, officers, affiliates, partners
and employees for certain liabilities.
Ventiv's by-laws, among other things, indemnify Ventiv's directors
and executive officers for certain expenses, including attorney's fees,
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of Ventiv, arising
out of such person's services as a director or executive officer of Ventiv, any
subsidiary of Ventiv or any other company or enterprise to which the person
provides services at the request of Ventiv.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
6
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ITEM 8. EXHIBITS.
Exhibit
- -------
Number Description
- ------ -----------
4.1 The Registration Statement on Form 10 of Ventiv, initially filed with
the SEC on June 28, 1999, as amended, is incorporated herein by
reference.
4.2 The Ventiv 1999 Stock Incentive Plan, filed with the SEC on September
21, 1999, as Exhibit 10.4 to Ventiv's Amendment #3 to the
Registration Statement on Form 10, as amended, is incorporated herein
by reference.
4.3 The Employment Agreement, dated June 14, 1999, between Eran Broshy
and Snyder Communications, Inc. filed with the SEC on September 1,
1999 as Exhibit 10.5 to Ventiv's Amendment No. 2 to the Registration
Statement on Form 10, as amended, is incorporated herein by
reference.
4.4 The Employment Agreement, dated August 18, 1999, between Gregory S.
Patrick and Ventiv filed with the SEC on September 21, 1999 as
Exhibit 10.10 to Ventiv's Amendment No. 3 to the Registration
Statement on Form 10, as amended, is incorporated herein by
reference.
4.5* Letter Agreement, dated September 27, 1999, between Robert Brown and
Ventiv.
4.6* Letter Agreement, dated September 27, 1999, between R. Jeremy Stone
and Ventiv.
4.7* Letter Agreement, dated September 27, 1999, between Allan Avery and
Ventiv.
4.8* Letter Agreement, dated September 27, 1999, between William C.
Pollock and Ventiv.
4.9* Letter Agreement, dated September 27, 1999, between Andrea von
Beckerath and Ventiv.
4.10* Letter Agreement, dated September 27, 1999, between Leonard Vicciardo
and Ventiv.
4.11* Letter Agreement, dated September 27, 1999, between Nicole Leturc and
Ventiv.
5.1* Opinion of Weil, Gotshal & Manges LLP, as to the legality of the
securities being registered.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Weil, Gotshal & Manges, LLP (included in Exhibit 5.1 to
this Registration Statement).
24.1* Powers of Attorney (included in the signature pages of this
Registration Statement).
- --------------------------------
* Filed herewith.
7
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; and
(2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, Ventiv certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, as of November 3,
1999.
VENTIV HEALTH, INC.
By: /s/Eran Broshy
-------------------------------
Eran Broshy
Chief Executive Officer
8
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eran Broshy and A. Clayton Perfall, and
each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement and any related Rule 462(b)
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the date set forth above on the signature pages hereof.
SIGNATURE TITLE
--------- -----
/s/ Daniel M. Snyder Co-Chairperson of the Board of Directors
- --------------------------
Daniel M. Snyder
/s/ Michele D. Snyder Co-Chairperson of the Board of Directors
- --------------------------
Michele D. Snyder
/s/ Mortimer B. Zuckerman Director
- --------------------------
Mortimer B. Zuckerman
/s/ Fred Drasner Director
- --------------------------
Fred Drasner
/s/ A. Clayton Perfall Director
- --------------------------
A. Clayton Perfall
/s/ Eran Broshy Chief Executive Officer and Director
- --------------------------
Eran Broshy
/s/ Donald Conklin Director
- --------------------------
Donald Conklin
9
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Exhibits
- -------
Number Description
- ------ -----------
4.1 The Registration Statement on Form 10 of Ventiv, initially filed with
the SEC on June 28, 1999, as amended, is incorporated herein by
reference.
4.2 The Ventiv 1999 Stock Incentive Plan, filed with the SEC on September
21, 1999, as Exhibit 10.4 to Ventiv's Amendment #3 to the
Registration Statement on Form 10, as amended, is incorporated herein
by reference.
4.3 The Employment Agreement, dated June 14, 1999, between Eran Broshy
and Snyder Communications, Inc. filed with the SEC on September 1,
1999 as Exhibit 10.5 to Ventiv's Amendment No. 2 to the Registration
Statement on Form 10, as amended, is incorporated herein by
reference.
4.4 The Employment Agreement, dated August 18, 1999, between Gregory S.
Patrick and Ventiv filed with the SEC on September 21, 1999 as
Exhibit 10.10 to Ventiv's Amendment No. 3 to the Registration
Statement on Form 10, as amended, is incorporated herein by
reference.
4.5* Letter Agreement, dated September 27, 1999, between Robert Brown and
Ventiv.
4.6* Letter Agreement, dated September 27, 1999, between R. Jeremy Stone
and Ventiv.
4.7* Letter Agreement, dated September 27, 1999, between Allan Avery and
Ventiv.
4.8* Letter Agreement, dated September 27, 1999, between William C.
Pollock and Ventiv.
4.9* Letter Agreement, dated September 27, 1999, between Andrea von
Beckerath and Ventiv.
4.10* Letter Agreement, dated September 27, 1999, between Leonard Vicciardo
and Ventiv.
4.11* Letter Agreement, dated September 27, 1999, between Nicole Leturc and
Ventiv.
5.1* Opinion of Weil, Gotshal & Manges LLP, as to the legality of the
securities being registered.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Weil, Gotshal & Manges, LLP (included in Exhibit 5.1 to
this Registration Statement).
24.1* Powers of Attorney (included in the signature pages of this
Registration Statement).
- --------------------------------
* Filed herewith.
10
Exhibit 4.5
-----------
[Ventiv Letterhead]
September 27, 1999
Robert Brown
Health Products Research
3498 Route 22 West
Whitehouse, NJ 08888
Dear Robert:
Ventiv Health, Inc. ("Ventiv") is pleased to confirm the following
arrangements with you in connection with the proposed spin-off (the "Spin-off")
of Ventiv:
1. Upon the Grant Date (as defined below), you will be granted an award
of a number of restricted shares of common stock of Ventiv equal to
$400,000 divided by the closing sale price of a share of common stock
of Ventiv on the principal market on which such shares are traded on
September 27, 1999 (the "Grant Date"). The restricted shares would not
be granted under the Ventiv 1999 Stock Incentive Plan (the "Plan"),
but would be governed by terms substantially the same as those set
forth in the Plan and subject to the provisions of this letter.
2. Forty percent (40%) of the restricted stock awarded pursuant hereto
shall be vested upon grant. The balance of the restricted stock
awarded pursuant hereto shall vest over a four year period with 25%
(or 15% of the total number of shares of restricted stock awarded
pursuant hereto) being vested as of each anniversary of the Grant
Date. In addition, you agree not to sell, assign, transfer or
otherwise dispose of, pledge or hypothecate, enter into any hedging
transaction or otherwise reduce your risk with respect to the shares
of restricted stock awarded hereunder, whether or not vested, until
the fourth anniversary of the Grant Date.
3. Nothing herein shall be deemed to constitute a guarantee or assurance
of continued employment of you by Ventiv.
Please sign a copy of this letter where indicated below to confirm
your agreement with the foregoing. We look forward to your continued
contribution to the success of the Ventiv business.
VENTIV HEALTH, INC.
By: /s/Eran Broshy
-------------------------------
Eran Broshy
Chief Executive Officer
AGREED:
/s/Robert Brown
- ---------------
Robert Brown
11
Exhibit 4.6
-----------
[Ventiv Letterhead]
September 27, 1999
Jeremy Stone
Ventiv Health UK
Network House, Basing View
Basingstoke, Hampshire RG21 4HG
Dear Jeremy:
Ventiv Health, Inc. ("Ventiv") is pleased to confirm the following
arrangements with you in connection with the proposed spin-off (the "Spin-off")
of Ventiv:
1. Upon the Grant Date (as defined below), you will be granted an award
of a number of restricted shares of common stock of Ventiv equal to
$500,000 divided by the closing sale price of a share of common stock
of Ventiv on the principal market on which such shares are traded on
September 27, 1999 (the "Grant Date"). The restricted shares would not
be granted under the Ventiv 1999 Stock Incentive Plan (the "Plan"),
but would be governed by terms substantially the same as those set
forth in the Plan and subject to the provisions of this letter.
2. Forty percent (40%) of the restricted stock awarded pursuant hereto
shall be vested upon grant. The balance of the restricted stock
awarded pursuant hereto shall vest over a four year period with 25%
(or 15% of the total number of shares of restricted stock awarded
pursuant hereto) being vested as of each anniversary of the Grant
Date. In addition, you agree not to sell, assign, transfer or
otherwise dispose of, pledge or hypothecate, enter into any hedging
transaction or otherwise reduce your risk with respect to the shares
of restricted stock awarded hereunder, whether or not vested, until
the fourth anniversary of the Grant Date.
3. Nothing herein shall be deemed to constitute a guarantee or assurance
of continued employment of you by Ventiv.
Please sign a copy of this letter where indicated below to confirm
your agreement with the foregoing. We look forward to your continued
contribution to the success of the Ventiv business.
VENTIV HEALTH, INC.
By: /s/Eran Broshy
-------------------------------
Eran Broshy
Chief Executive Officer
AGREED:
/s/ Jeremy Stone
- ----------------
Jeremy Stone
12
Exhibit 4.7
-----------
[Ventiv Letterhead]
September 27, 1999
Allan Avery
Ventiv Health Communications
262 Harbor Drive
Stamford, CT 06902
Dear Allan:
Ventiv Health, Inc. ("Ventiv") is pleased to confirm the following
arrangements with you in connection with the proposed spin-off (the "Spin-off")
of Ventiv:
1. Upon the Grant Date (as defined below), you will be granted an award
of a number of restricted shares of common stock of Ventiv equal to
$500,000 divided by the closing sale price of a share of common stock
of Ventiv on the principal market on which such shares are traded on
September 27, 1999 (the "Grant Date"). The restricted shares would not
be granted under the Ventiv 1999 Stock Incentive Plan (the "Plan"),
but would be governed by terms substantially the same as those set
forth in the Plan and subject to the provisions of this letter.
2. Forty percent (40%) of the restricted stock awarded pursuant hereto
shall be vested upon grant. The balance of the restricted stock
awarded pursuant hereto shall vest over a four year period with 25%
(or 15% of the total number of shares of restricted stock awarded
pursuant hereto) being vested as of each anniversary of the Grant
Date. In addition, you agree not to sell, assign, transfer or
otherwise dispose of, pledge or hypothecate, enter into any hedging
transaction or otherwise reduce your risk with respect to the shares
of restricted stock awarded hereunder, whether or not vested, until
the fourth anniversary of the Grant Date.
3. Nothing herein shall be deemed to constitute a guarantee or assurance
of continued employment of you by Ventiv.
Please sign a copy of this letter where indicated below to confirm
your agreement with the foregoing. We look forward to your continued
contribution to the success of the Ventiv business.
VENTIV HEALTH, INC.
By: /s/Eran Broshy
-------------------------------
Eran Broshy
Chief Executive Officer
AGREED:
/s/ Allan Avery
- ---------------
Allan Avery
13
Exhibit 4.8
-----------
[Ventiv Letterhead]
September 27, 1999
William Pollock
Ventiv Health U.S. Sales
200 Cottontail Lane
Somerset, NJ 08873
Dear William:
Ventiv Health, Inc. ("Ventiv") is pleased to confirm the following
arrangements with you in connection with the proposed spin-off (the "Spin-off")
of Ventiv:
1. Upon the Grant Date (as defined below), you will be granted an award
of a number of restricted shares of common stock of Ventiv equal to
$500,000 divided by the closing sale price of a share of common stock
of Ventiv on the principal market on which such shares are traded on
September 27, 1999 (the "Grant Date"). The restricted shares would not
be granted under the Ventiv 1999 Stock Incentive Plan (the "Plan"),
but would be governed by terms substantially the same as those set
forth in the Plan and subject to the provisions of this letter.
2. Forty percent (40%) of the restricted stock awarded pursuant hereto
shall be vested upon grant. The balance of the restricted stock
awarded pursuant hereto shall vest over a four year period with 25%
(or 15% of the total number of shares of restricted stock awarded
pursuant hereto) being vested as of each anniversary of the Grant
Date. In addition, you agree not to sell, assign, transfer or
otherwise dispose of, pledge or hypothecate, enter into any hedging
transaction or otherwise reduce your risk with respect to the shares
of restricted stock awarded hereunder, whether or not vested, until
the fourth anniversary of the Grant Date.
3. Nothing herein shall be deemed to constitute a guarantee or assurance
of continued employment of you by Ventiv.
Please sign a copy of this letter where indicated below to confirm
your agreement with the foregoing. We look forward to your continued
contribution to the success of the Ventiv business.
VENTIV HEALTH, INC.
By: /s/Eran Broshy
-------------------------------
Eran Broshy
Chief Executive Officer
AGREED:
/s/ William Pollock
- -------------------
William Pollock
14
Exhibit 4.9
-----------
[Ventiv Letterhead]
September 27, 1999
Andrea von Beckerath
Ventiv Health Germany
Fleck 34-36
D-83661 Lenggries
Dear Andrea:
Ventiv Health, Inc. ("Ventiv") is pleased to confirm the following
arrangements with you in connection with the proposed spin-off (the "Spin-off")
of Ventiv:
1. Upon the Grant Date (as defined below), you will be granted an award
of a number of restricted shares of common stock of Ventiv equal to
$500,000 divided by the closing sale price of a share of common stock
of Ventiv on the principal market on which such shares are traded on
September 27, 1999 (the "Grant Date"). The restricted shares would not
be granted under the Ventiv 1999 Stock Incentive Plan (the "Plan"),
but would be governed by terms substantially the same as those set
forth in the Plan and subject to the provisions of this letter.
2. Forty percent (40%) of the restricted stock awarded pursuant hereto
shall be vested upon grant. The balance of the restricted stock
awarded pursuant hereto shall vest over a four year period with 25%
(or 15% of the total number of shares of restricted stock awarded
pursuant hereto) being vested as of each anniversary of the Grant
Date. In addition, you agree not to sell, assign, transfer or
otherwise dispose of, pledge or hypothecate, enter into any hedging
transaction or otherwise reduce your risk with respect to the shares
of restricted stock awarded hereunder, whether or not vested, until
the fourth anniversary of the Grant Date.
3. Nothing herein shall be deemed to constitute a guarantee or assurance
of continued employment of you by Ventiv.
Please sign a copy of this letter where indicated below to confirm
your agreement with the foregoing. We look forward to your continued
contribution to the success of the Ventiv business.
VENTIV HEALTH, INC.
By: /s/Eran Broshy
-------------------------------
Eran Broshy
Chief Executive Officer
AGREED:
/s/ Andrea von Beckerath
- -------------------------
Andrea von Beckerath
15
Exhibit 4.10
------------
[Ventiv Letterhead]
September 27, 1999
Leonard Vicciardo
Health Products Research
3498 Route 22 West
Whitehouse, NJ 08888
Dear Lenny:
Ventiv Health, Inc. ("Ventiv") is pleased to confirm the following
arrangements with you in connection with the proposed spin-off (the "Spin-off")
of Ventiv:
1. Upon the Grant Date (as defined below), you will be granted an award
of a number of restricted shares of common stock of Ventiv equal to
$200,000 divided by the closing sale price of a share of common stock
of Ventiv on the principal market on which such shares are traded on
September 27, 1999 (the "Grant Date"). The restricted shares would not
be granted under the Ventiv 1999 Stock Incentive Plan (the "Plan"),
but would be governed by terms substantially the same as those set
forth in the Plan and subject to the provisions of this letter.
2. Forty percent (40%) of the restricted stock awarded pursuant hereto
shall be vested upon grant. The balance of the restricted stock
awarded pursuant hereto shall vest over a four year period with 25%
(or 15% of the total number of shares of restricted stock awarded
pursuant hereto) being vested as of each anniversary of the Grant
Date. In addition, you agree not to sell, assign, transfer or
otherwise dispose of, pledge or hypothecate, enter into any hedging
transaction or otherwise reduce your risk with respect to the shares
of restricted stock awarded hereunder, whether or not vested, until
the fourth anniversary of the Grant Date.
3. Nothing herein shall be deemed to constitute a guarantee or assurance
of continued employment of you by Ventiv.
Please sign a copy of this letter where indicated below to confirm
your agreement with the foregoing. We look forward to your continued
contribution to the success of the Ventiv business.
VENTIV HEALTH, INC.
By: /s/Eran Broshy
-------------------------------
Eran Broshy
Chief Executive Officer
AGREED:
/s/ Leonard Vicciardo
- ---------------------
Leonard Vicciardo
16
Exhibit 4.11
------------
[Ventiv Letterhead]
September 27, 1999
Nicole Leturc
Ventiv Health France
192 Avenue Charles de Gaulle
92200 Neuilly-sur-Seione
Dear Nicole:
Ventiv Health, Inc. ("Ventiv") is pleased to confirm the following
arrangements with you in connection with the proposed spin-off (the "Spin-off")
of Ventiv:
1. Upon the Grant Date (as defined below), you will be granted an award
of a number of restricted shares of common stock of Ventiv equal to
$500,000 divided by the closing sale price of a share of common stock
of Ventiv on the principal market on which such shares are traded on
September 27, 1999 (the "Grant Date"). The restricted shares would not
be granted under the Ventiv 1999 Stock Incentive Plan (the "Plan"),
but would be governed by terms substantially the same as those set
forth in the Plan and subject to the provisions of this letter.
2. Forty percent (40%) of the restricted stock awarded pursuant hereto
shall be vested upon grant. The balance of the restricted stock
awarded pursuant hereto shall vest over a four year period with 25%
(or 15% of the total number of shares of restricted stock awarded
pursuant hereto) being vested as of each anniversary of the Grant
Date. In addition, you agree not to sell, assign, transfer or
otherwise dispose of, pledge or hypothecate, enter into any hedging
transaction or otherwise reduce your risk with respect to the shares
of restricted stock awarded hereunder, whether or not vested, until
the fourth anniversary of the Grant Date.
3. Nothing herein shall be deemed to constitute a guarantee or assurance
of continued employment of you by Ventiv.
Please sign a copy of this letter where indicated below to confirm
your agreement with the foregoing. We look forward to your continued
contribution to the success of the Ventiv business.
VENTIV HEALTH, INC.
By: /s/Eran Broshy
-------------------------------
Eran Broshy
Chief Executive Officer
AGREED:
/s/ Nicole Leturc
- -----------------
Nicole Leturc
17
Exhibit 5.1
-----------
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
November 3, 1999
Ventiv Health, Inc.
1114 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
We have acted as counsel to Ventiv Health, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Registration Statement of Ventiv on Form S-8 under the Securities Act of
1933 (the "Registration Statement"). Capitalized terms defined in the
Registration Statement and used (but not otherwise defined) herein are used
herein as so defined.
In so acting, we have examined originals or copies (certified or
otherwise identified to our satisfaction), of such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of Ventiv, and
have made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of Ventiv.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the 5,631,502 shares of Common Stock, par
value $0.001 per share, of Ventiv (the "Common Stock") to be issued by Ventiv as
contemplated by the Registration Statement, have been duly authorized and, when
issued as contemplated by the Registration Statement and in accordance with the
terms of (i) the Ventiv Health, Inc. 1999 Stock Incentive Plan and (ii) certain
agreements relating to the grant of shares of Common Stock to employees of
Ventiv, will be validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the corporate laws of
the State of Delaware and the federal laws of the United States, and we express
no opinion as to the effect on the matters covered by this letter of the laws of
any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
18
Exhibit 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated June
22, 1999 included in Ventiv Health, Inc.'s Registration Statement on Form 10, as
amended, and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
- ------------------------
Vienna, Virginia
November 2, 1999
19
