As filed with the Securities and Exchange Commission on April 1, 1997
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)
Dendrite International, Inc.
1997 Employee Stock Purchase Plan
(Full Title of the Plan)
Christopher J. French
Vice President, General Counsel and Secretary
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)
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Title of Each Offering Maximum Amount
Class of Price Aggregate of
Securities to be Amount to be Per Offering Registration
Registered Registered Share(1) Price Fee
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Common Stock, no 150,000 9.375 1,406,250 426.14
par value
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(1) 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 March 25, 1997.
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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 plan covered by
this registration statement 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.
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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, 1996 filed with the Commission on March 31, 1997.
2. 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.
3. 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.
4. 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.
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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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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.
Item 7. Exemption from Registration Claimed
Not Applicable
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<PAGE>
Item 8. Exhibits
Exhibit
No. Description
3.1 Restated Certificate of Incorporation of the Company dated November 30,
1995 (incorporated by reference to Exhibit 3.1 to the Company's July
30, 1996 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).
4.2 The Dendrite International, Inc. 1997 Employee Stock Purchase Plan
dated April 1, 1997.
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 is included in the signature page of the Registration
Statement.
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
(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
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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.
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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 31st day of
March, 1997.
DENDRITE INTERNATIONAL, INC.
By: /s/ John E. Bailye
John E. Bailye
Chief Executive Officer,
President and Director
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. 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:
Name Title Date
---- ----- ----
/s/ John E. Bailye Chief Executive Officer,
- --------------------------- President and Director March 31, 1997
John E. Bailye
/s/ Charles C. Warczakowski Vice President, Finance and
- --------------------------- Treasurer (Chief Financial
Charles C. Warczakowski Officer and Principal
Accounting Officer) March 31, 1997
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Name Title Date
---- ----- ----
/s/ Bernard M. Goldsmith Director March 31, 1997
- ---------------------------
Bernard M. Goldsmith
/s/ John H. Martinson Director March 31, 1997
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John H. Martinson
/s/ Paul Margolis Director March 31, 1997
- ----------------------------
Paul Margolis
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EXHIBIT INDEX
Exhibits
No. Description
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3.1 Restated Certificate of Incorporation of the Company dated
November 30, 1995 (incorporated by reference to Exhibit 3.1 to
the Company's June 30, 1996 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).
4.2 The Dendrite International, Inc. 1997 Employee Stock Purchase
Plan dated April 1, 1997.
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 is included in the signature page of the
Registration Statement.
Exhibit 4.2
DENDRITE INTERNATIONAL, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Dendrite International, Inc. 1997
Employee Stock Purchase Plan (the "Plan") is to provide employees of Dendrite
International, Inc. (the "Company") and its subsidiaries with an opportunity to
acquire an interest in the Company through the purchase of Common Stock of the
Company, no par value per share (the "Common Stock") with accumulated payroll
deductions. The Company intends the Plan to qualify as an "employee stock
purchase plan" within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended (the "Code"), and the provisions of the Plan shall be construed
in a manner consistent with the requirements of Section 423 of the Code.
2. Definitions.
a. "Authorization Form" shall mean a form supplied by and delivered
to the Company by a Participant authorizing payroll deductions as set forth in
Section 5 hereof and such other terms and conditions as the Company from time to
time may determine.
b. "Board" shall mean the Board of Directors of the Company.
c. "Committee" shall mean a committee of at least three members of
the Board appointed by the Board to administer the Plan and to perform the
functions set forth herein and who are "non-employee directors" within the
meaning of Rule 16b-3 as promulgated under Section 16 of the Securities Exchange
Act of 1934 (the "Exchange Act").
d. "Compensation" shall mean the base salary or wage payable by
the Company to an Employee, including an Employee's portion of salary deferral
contributions pursuant to Section 401(k) of the Code and any amount excludable
pursuant to Section 125 of the Code, but excluding any bonus, fee, overtime pay,
severance pay, or other special emolument or any credit or benefit under any
employee plan maintained by the Company.
e. "Designated Subsidiaries" shall mean all Subsidiaries unless
designated to the contrary by the Board from time to time, in its sole
discretion, as not eligible to participate in the Plan.
f. "Eligible Employee" shall mean any Employee of the Company or a
Subsidiary excluding:
(1) any Employee who customarily is employed for twenty (20)
hours per week or less;
(2) any Employee who customarily is employed for not more
than five (5) months in a calendar year; or
(3) any Employee who would own (immediately after the grant
of an option under the Plan and applying the rules of Section
424(d) of the Code in determining stock ownership) shares, and/or
<PAGE>
hold outstanding options to purchase shares, possessing five
percent (5%) or more of the total combined voting power or value
of all classes of shares of the Company.
g. "Employee" shall mean any person, including an officer, who is
regularly employed by the Company or one of its Designated Subsidiaries.
h. "Exercise Date" shall mean the last business day of each
Offering Period in which payroll deductions are made under the Plan.
i. "Fair Market Value" per share as of a particular date shall mean
the last reported sale price (on that date) of the Common Stock on the NASDAQ
National Market List.
j. "Offering Date" shall mean the first business day of each
Offering Period of each Plan Year.
k. "Offering Period" shall mean a period of time as determined from
time to time by the Committee during the effectiveness of the Plan.
l. "Participant" shall mean an Employee who participates in the
Plan.
m. "Plan Year" shall mean the period beginning on April 1, 1997
and ending on December 31, 1997 and each calendar year thereafter.
n. "Subsidiary" shall mean any corporation, if any, having the
relationship to the Company described in Section 424(f) of the Code.
3. Eligibility and Participation.
a. Any person who is an Eligible Employee on an Offering Date shall
be eligible to become a Participant in the Plan beginning on that Offering Date
and shall become a Participant as of that Offering Date by (i) completing an
Authorization Form and filing it with the Company by the date required by the
Company, (ii) properly completing enrollment over the telephone through the
voice response system ("VRS") maintained by the Plan's administrator or (iii)
speaking with a customer service representative of the Plan's administrator.
Such authorization will remain in effect for subsequent Offering Periods, until
modified or terminated by the Participant.
b. Any person who first becomes an Eligible Employee during an
Offering Period shall be eligible to become a Participant in the Plan as of the
first day of the Offering Date occurring after the date on which that person
became an Eligible Employee and shall become a Participant as of such date by
(i) completing an Authorization Form and filing it with the Company by the date
required by the Company, (ii) properly completing enrollment over the telephone
through the VRS maintained by the Plan's administrator or (iii) speaking with a
customer service representative of the Plan's administrator. Such authorization
will remain in effect for subsequent Offering Periods, until modified or
terminated by the Participant.
<PAGE>
c. A person shall cease to be a Participant upon the earliest to
occur of:
(1) the date the Participant ceases to be an Eligible
Employee, for any reason;
(2) the first day of the Offering Period beginning after the
date on which the Participant ceases payroll deductions under the
Plan; or
(3) the date of a withdrawal from the Plan by the
Participant.
4. Grant of Option.
a. On each Offering Date the Company shall grant each Eligible
Employee an option to purchase shares of Common Stock, subject to the
limitations set forth in Sections 3.b., 3.c. and 10 hereof.
b. The option price per share of the Common Stock subject to an
offering shall be the lesser of: (i) eighty-five percent (85%) of the Fair
Market Value of a share of Common Stock on the Offering Date or (ii) eighty-five
percent (85%) of the Fair Market Value of a share of Common Stock on the
Exercise Date.
c. No Participant shall be granted an option which permits his
rights to purchase Common Stock under all employee stock purchase plans of the
Company to accrue at a rate which exceeds $25,000 of the Fair Market Value of
the Common Stock (determined at the time the option is granted) for each
calendar year in which such stock option is outstanding at any time.
5. Payroll Deductions.
a. A Participant may, in accordance with rules adopted by the
Committee, submit an Authorization Form or, provide proper instructions via the
Plan's 800 telephone number that authorize a payroll deduction of any whole
percentage from one (1) percent to ten (10) percent of such Participant's
Compensation on each pay period during the Offering Period. A Participant may
increase or decrease such payroll deduction (including a cessation of payroll
deductions) effective as of January 1, April 1, July 1 and October 1 of each
Plan Year, provided the Employee files with the Company the Authorization Form
requesting such change by the date required by the Company.
b. All payroll deductions made by a Participant shall be credited
to such Participant's account under the Plan. A Participant may not make any
additional payments into such account.
6. Exercise of Option.
a. Unless a Participant withdraws from the Plan as provided in
Section 8 hereof, such Participant's election to purchase shares will be
exercised automatically on the Exercise Date, and the maximum number of full and
fractional shares subject to such option will be purchased for such Participant
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at the applicable option price with the accumulated payroll deductions and cash
dividends (credited pursuant to Section 9 hereof) in such Participant's account.
During a Participant's lifetime, his or her option to purchase shares hereunder
is exercisable only by such Participant.
b. The shares of Common Stock purchased upon exercise of an option
hereunder shall be credited to the Participant's account under the Plan and
shall be deemed to be transferred to the Participant on the Exercise Date and,
except as otherwise provided herein, the Participant shall have all rights of a
stockholder with respect to such shares.
7. Delivery of Common Stock. As promptly as practicable after receipt
by the Committee of a written request or, if applicable, request via the Plan's
800 telephone number for withdrawal of Common Stock from any Participant, the
Company shall arrange the delivery to such Participant of a stock certificate
representing the shares of Common Stock which the Participant requests to
withdraw. Withdrawals may be made no more frequently than twice each Plan Year
unless approved by the Committee in its sole discretion. Shares of Common Stock
received upon stock dividends or stock splits shall be treated as having been
purchased on the Exercise Date of the shares to which they relate.
8. Withdrawal; Termination of Employment.
a. A Participant may withdraw all, but not less than all, the
payroll deductions and cash dividends credited to such Participant's account
(that have not been used to purchase shares of Common Stock) under the Plan at
any time by giving written notice to the Company received at least 15 days prior
to the Exercise Date. All such payroll deductions and cash dividends credited to
such Participant's account will be paid to such Participant promptly after
receipt of such Participant's notice of withdrawal and such Participant's option
for the Offering Period in which the withdrawal occurs will be automatically
terminated. No further payroll deductions for the purchase of shares of Common
Stock will be made for such Participant during such Offering Period, and any
additional cash dividends during the Offering Period will be distributed to the
Participant.
b. Upon termination of a Participant's status as an Employee during
the Offering Period for any reason, including voluntary termination, retirement
or death, the payroll deductions and cash dividends credited to such
Participant's account that have not been used to purchase shares of Common Stock
will be returned (and any future cash dividends will be distributed) to such
Participant or, in the case of such Participant's death, his estate, and such
Participant's option will be automatically terminated. A Participant's status as
an Employee shall not be considered terminated in the case of a leave of absence
agreed to in writing by the Company (including, but not limited to, military and
sick leave), provided that such leave is for a period of not more than ninety
(90) days or reemployment upon expiration of such leave is guaranteed by
contract or statute.
c. A Participant's withdrawal from an offering will not have any
effect upon such Participant's eligibility to participate in a succeeding
offering or in any similar plan which may hereafter be adopted by the Company.
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9. Dividends.
a. Cash dividends paid on Common Stock held in a Participant's
account shall be credited to such Participant's account and used in addition to
payroll deductions to purchase shares of Common Stock on the Exercise Date.
Dividends paid in Common Stock or stock splits of the Common Stock shall be
credited to the accounts of Participants. Dividends paid in property other than
cash or Common Stock shall be distributed to Participants as soon as
practicable.
b. No interest shall accrue on or be payable with respect to the
payroll deductions or credited cash dividends of a Participant in the Plan.
10. Stock.
a. The maximum number of shares of Common Stock which shall be
reserved for sale under the Plan shall be 150,000, subject to adjustment upon
the occurrence of an event as provided in Section 14 hereof. If the total number
of shares which would otherwise be subject to options granted pursuant to
Section 4.a. hereof on an Offering Date exceeds the number of shares then
available under the Plan (after deduction of all shares for which options have
been exercised or are then outstanding), the Committee shall make a pro rata
allocation of the shares remaining available for option grant in as uniform a
manner as shall be practicable and as it shall determine to be equitable. In
such event, the Committee shall give written notice to each Participant of such
reduction of the number of option shares affected thereby and shall similarly
reduce the rate of payroll deductions, if necessary.
b. Shares of Common Stock to be delivered to a Participant under
the Plan will be registered in the name of the Participant or, at the election
of the Participant, in the name of the Participant and another person as joint
tenants with rights of survivorship.
11. Administration. The Plan shall be administered by the Committee,
and the Committee may select an administrator to whom its duties and
responsibilities hereunder may be delegated. The Committee shall have full power
and authority, subject to the provisions of the Plan, to promulgate such rules
and regulations as it deems necessary for the proper administration of the Plan,
to interpret the provisions and supervise the administration of the Plan, and to
take all action in connection therewith or in relation thereto as it deems
necessary or advisable. Any decision reduced to writing and signed by a majority
of the members of the Committee shall be fully effective as if it had been made
at a meeting duly held. The Company will pay all expenses incurred in the
administration of the Plan. No member of the Committee shall be personally
liable for any action, determination, or interpretation made in good faith with
respect to the Plan, and all members of the Committee shall be fully indemnified
by the Company with respect to any such action, determination or interpretation.
12. Transferability. Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution) by the Participant. Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company may
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treat such act as an election to withdraw funds in accordance with Section 8
hereof.
13. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.
14. Effect of Certain Changes. In the event of any increase, reduction,
or change or exchange of shares of Common Stock for a different number or kind
of shares or other securities of the Company by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, stock dividend, stock
split or reverse stock split, combination or exchange of shares, repurchase of
shares, change in corporate structure, distribution of an extraordinary dividend
or otherwise, the Committee shall conclusively determine the appropriate
equitable adjustments, if any, to be made under the Plan, including without
limitation adjustments to the number of shares of Common Stock which have been
authorized for issuance under the Plan but have not yet been placed under
option, as well as the price per share of Common Stock covered by each option
under the Plan which has not yet been exercised.
15. Amendment or Termination. The Board may at any time terminate or
amend the Plan. Except as provided in Section 14 hereof, no such termination can
adversely affect options previously granted and no amendment may make any change
in any option theretofore granted which adversely affects the rights of any
Participant. No amendment shall be effective unless approved by the stockholders
of the Company if stockholder approval of such amendment is required to comply
with any law, regulation or stock exchange rule.
16. Notices. All notices or other communications by a Participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof, including,
if applicable, via the Plan's 800 telephone number.
17. Regulations and other Approvals; Governing Law.
a. This Plan and the rights of all persons claiming hereunder shall
be construed and determined in accordance with the laws of the State of New
Jersey applicable to contracts made and to be performed in such State.
b. The obligation of the Company to sell or deliver shares of
Common Stock with respect to options granted under the Plan shall be subject to
all applicable laws, rules and regulations, including all applicable Federal and
state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.
c. The Plan is intended to comply with Rule 16b-3 as promulgated
under Section 16 of the Exchange Act and the Committee shall interpret and
administer the provisions of the Plan in a manner consistent therewith. Any
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provisions inconsistent with such Rule shall be inoperative and
shall not affect the validity of the Plan.
18. Withholding of Taxes. If the Participant makes a disposition,
within the meaning of Section 424(c) of the Code and regulations promulgated
thereunder, of any share or shares issued to such Participant pursuant to such
Participant's exercise of an option, and such disposition occurs within the
two-year period commencing on the day after the Offering Date or within the
one-year period commencing on the day after the Exercise Date, such Participant
shall, within five (5) days of such disposition, notify the Company thereof and
thereafter immediately deliver to the Company any amount of Federal, state or
local income taxes and other amounts which the Company informs the Participant
the Company is required to withhold.
19. Effective Date; Approval of Stockholders. The Plan is effective as
of April 1, 1997. The Plan shall be submitted to the stockholders of the Company
for their approval within twelve (12) months after the date the Plan is adopted.
The Plan is conditioned upon the approval of the stockholders of the Company,
and failure to receive their approval shall render the Plan and all outstanding
options issued thereunder void and of no effect.
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Exhibit 5.1
March 31, 1997
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 150,000 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 stock
purchase plan under which such Securities 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.
<PAGE>
Dendrite International, Inc. -2-
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 7,
1997 included in Dendrite International, Inc.'s Form 10-K for the year ended
December 31, 1996 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
March 31, 1997
