As filed with the Securities and Exchange Commission on October 18, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Dendrite International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation or Organization)
22-2786386
(I.R.S. Employer Identification Number)
1200 Mount Kemble Avenue, Morristown, New Jersey 07960-6797
Telephone: (201) 425-1200
(Address of Principal Executive Offices) (Zip Code)
1992 Stock Plan
1992 Senior Management Incentive Stock Option Plan
(Full Title of the Plans)
John E. Bailye
President and Chief Executive Officer
Dendrite International, Inc.
1200 Mount Kemble Avenue
Morristown, New Jersey 07960-6797
(Name and Address of Agent for Service)
(201) 425-1200
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed Maximum Amount of
Title of Each Class of Offering Price Aggregate Registration
Securities to be Registered Amount to be Registered(1) Per Share(2) Offering Price Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 1,600,000 $27.75 $44,400,000 $13,455.00
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<FN>
(1) 400,000 shares are being registered pursuant to the 1992 Senior Management Incentive Stock Plan
and 1,200,000 are being issued pursuant to the 1992 Stock Plan.
(2) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c)
based upon the average of the high and low sales prices of the Company's Common Stock, as
quoted through the NASDAQ National Market, on October 10, 1996.
</FN>
</TABLE>
<PAGE>
PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in
Part I will be delivered to the participants in the plans covered by this
registration statement (the "Plans") as required by Rule 428(b). Such documents
are not being filed with the Securities and Exchange Commission (the
"Commission") as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of such Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
The following documents filed with the Commission by the registrant,
Dendrite International, Inc., a New Jersey corporation (the "Company"), pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement.
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1995 filed with the Commission on March 29, 1996.
2. The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996 filed with the Commission on May 15, 1996 and
August 15 1996, respectively.
3. The description of the Company's Common Stock, no par value ("Common
Stock") contained in the Company's Registration Statement on Form 8-A filed with
the Commission on May 24, 1995.
4. The description of the Common Stock contained in the Company's Amendment
No. 1 to the Registration Statement on Form 8-A filed with the Commission on
June 9, 1995.
5. The description of the Common Stock contained in the Company's Amendment
No. 2 to the Registration Statement on Form 8-A filed with the Commission on
June 21, 1995.
6. The Company's Prospectus relating to the sale of 2,700,000 shares of
Common Stock, filed with the Commission on March 8, 1996.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby have
been sold or which deregisters all such shares then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
II-1
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 14A:3-5 of the New Jersey Business Corporation Act ("NJBCA") gives
the Company power to indemnify each of its directors and officers against
expenses and liabilities in connection with any proceeding involving him by
reason of his being or having been a director or officer if (a) he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company and (b) with respect to any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful. However, in a
proceeding by or in the right of the Company, there shall be no indemnification
in respect of any liabilities or expenses if the officer or director shall have
been adjudged liable to the Company unless the court in such proceeding
determines he is entitled to indemnification for such liabilities and/or
expenses. Furthermore, no indemnification shall be made to or on behalf of a
director or officer if a judgment or other final adjudication adverse to such
director or officer establishes that his acts or omissions (a) were in breach of
his duty of loyalty to the Company and its stockholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by the
director or officer of an improper personal benefit. The NJBCA defines an act or
omission in breach of a person's duty of loyalty as an act or omission which
that person knows or believes to be contrary to the best interests of the
Company or its stockholders in connection with a matter in which he has a
material conflict of interest. If a director or officer is successful in a
proceeding, the statute mandates that the Company indemnify him against
expenses.
The Company's Restated Certificate of Incorporation, as permitted by New
Jersey law, eliminates the personal liability of the directors and officers to
the Company or its shareholders for monetary damages for breaches of such
director's or officer's duty of care or other duties as a director or officer;
except liabilities for any breach of duty based upon an act or omission (a) in
breach of such person's duty of loyalty to the corporation or its shareholders,
(b) not in good faith or involving a knowing violation of law or (c) resulting
in receipt by such person of an improper personal benefit. In addition, the
Company's Restated By-laws provide broad indemnification rights to directors and
officers so long as the director or officer acted in a manner believed in good
faith to be in or not opposed to the best interest of the Company and with
respect to criminal proceedings if the director had no reasonable cause to
believe his or her conduct was unlawful. The Company believes that the
protection provided by these provisions will help the Company attract and retain
qualified individuals to serve as officers and directors. These provisions also
will limit the remedies available to a stockholder who is dissatisfied with a
Board decision protected by these provisions, and such stockholder's only remedy
may be to bring a suit to prevent the Board's action.
The Company maintains a directors' and officers' liability insurance
policy.
II-2
<PAGE>
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
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<CAPTION>
Exhibit
No. Description
- ------- -----------
<C> <S>
3.1 Restated Certificate of Incorporation of the Company dated November
30, 1995 (incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q, filed with the Commission on August 15,
1996).
3.2 By-laws of the Company, as amended (incorporated herein by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, filed with the Commission on
November 13, 1995).
4.1 Specimen of Stock Certificate (incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form S-1 filed with
the Commission on May 17, 1995).
5.1 Opinion of Sullivan & Cromwell as to the validity of Common Stock, no
par value, issued under the Stock Plans.
23.1 Consent of Sullivan & Cromwell (contained in Exhibit 5.1 attached
hereto).
23.2 Consent of Arthur Andersen LLP, independent public accountants.
24.1 Power of Attorney.
</TABLE>
Item 9. Required 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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
II-3
<PAGE>
(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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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, hereunto duly
authorized, in the Township of Harding, State of New Jersey, on the 18th day of
October, 1996.
DENDRITE INTERNATIONAL, INC.
By: /s/Charles C. Warczakowski
-------------------------------------
Charles C. Warczakowski
Chief Financial Officer, Principal
Accounting Officer and Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
* Chief Executive Officer, President
- ----------------------------------- and Director October 18, 1996
John E. Bailye
/s/Charles C. Warczakowski
- ----------------------------------- Vice President, Finance and October 18, 1996
Charles C. Warczakowski Treasurer (Chief Financial Officer
and Principal Accounting Officer)
*
- ----------------------------------- Director October 18, 1996
Bernard M. Goldsmith
*
- ----------------------------------- Director October 18, 1996
John H. Martinson
*
- ----------------------------------- Director October 18, 1996
G. Robert Marcus
*
- ----------------------------------- Director October 18, 1996
Paul Margolis
</TABLE>
*By: /s/Charles C. Warczakowski
------------------------------
Charles C. Warczakowski
Attorney-in-Fact
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibits
No. Description
<C> <S>
3.1 Restated Certificate of Incorporation of the Company dated November 30, 1995
(incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q, filed with the Commission on August 15, 1996).
3.2 By-laws of the Company, as amended (incorporated herein by reference to Exhibit 3.1 to
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995,
filed with the Commission on November 13, 1995).
4.1 Specimen of Stock Certificate (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1 filed with the Commission on May 17, 1995).
5.1 Opinion of Sullivan & Cromwell as to the validity of the Common Stock issued under the
Stock Plans.
23.1 Consent of Sullivan & Cromwell (contained in Exhibit 5.1 attached hereto).
23.2 Consent of Arthur Andersen LLP, independent public accountants.
24.1 Power of Attorney.
</TABLE>
Exhibit 5.1
October 18, 1996
Dendrite International, Inc.,
1200 Mount Kemble Avenue,
Morristown, NJ 07960-6797.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 1,600,000 shares (the "Securities") of Common Stock ("Common
Stock"), without par value, of Dendrite International, Inc., a New Jersey
corporation (the "Company"), we, as your special counsel, have examined such
corporate records, certificates and other documents, and such questions of law,
as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, when the
registration statement relating to the Securities (the "Registration Statement")
has become effective under the Act, the terms of the issue and sale of the
Securities have been duly established in conformity with the Company's
certificate of incorporation, and the Securities have been duly issued and sold
as contemplated by the Registration Statement and the terms of the employee
benefit plan under which such shares are to be issued, the Securities will be
validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the Business Corporation Act of the State of New Jersey, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/Sullivan & Cromwell
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this S-8 Registration Statement of our report dated February 5,
1996 included in Dendrite International, Inc.'s Form 10-K for the year ended
December 31, 1995 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
October 17, 1996
Exhibit 24.1
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John E. Bailye and Charles C.
Warczakowski, and each of them acting individually, as his attorneys-in-fact and
agents, each with full power of substitution, for him in any and all capacities,
to sign the Registration Statement on Form S-8 of Dendrite International, Inc.
and any and all amendments thereto under the Securities Act of 1933, including
any and all pre-effective or post-effective amendments, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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 as he
might or could do in person, and hereby ratifies, approves and confirms all that
his said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/John E. Bailye
- ----------------------------------- Chief Executive Officer, President
and Director September 27, 1996
John E. Bailye
/s/Charles C. Warczakowski
- ----------------------------------- Vice President, Finance and September 27, 1996
Treasurer (Chief Financial Officer
Charles C. Warczakowski and Principal Accounting Officer)
/s/Bernard M. Goldsmith
- ----------------------------------- Director September 27, 1996
Bernard M. Goldsmith
/s/John H. Martinson
- ----------------------------------- Director September 27, 1996
John H. Martinson
/s/G. Robert Marcus
- ----------------------------------- Director September 27, 1996
G. Robert Marcus
/s/Paul Margolis
- ----------------------------------- Director September 27, 1996
Paul Margolis
</TABLE>
