UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. [NO FEE REQUIRED, EFFECTIVE OCTOBER 7,
1996] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996.
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from
_________________________ to _________________________
Commission file number: 33-92434
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
------------------------------------
(Full title of the plan and address of the plan, if different from
that of the issuer named below)
DENDRITE INTERNATIONAL, INC.
1200 Mount Kemble Avenue, Morristown, New Jersey 07960-6797
------------------------------------
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE>
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND 1995
TOGETHER WITH AUDITORS' REPORT
<PAGE>
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page
----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996 2
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995 3
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996 4-5
NOTES TO FINANCIAL STATEMENTS 6-10
SCHEDULES:
I. ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES--DECEMBER 31, 1996 11
II. ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS--
DECEMBER 31, 1996 12
III. ITEM 27e--SCHEDULE OF NON-EXEMPT TRANSACTIONS--
DECEMBER 31, 1996 13
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees and Plan Administrator
of the Dendrite 401(k) Retirement Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Dendrite 401(k) Retirement Savings Plan (the "Plan") as of
December 31, 1996 and 1995, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1996. These
financial statements and the schedules referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1996 and 1995, and the changes in its net assets available for plan
benefits for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and of reportable transactions are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
The schedule of assets held for investment purposes and the schedule of
reportable transactions that accompany the Plan's financial statements do not
disclose the historical cost of certain plan assets held by the plan custodian.
Disclosure of this information is required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
March 25, 1998
<PAGE>
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Goldman Goldman Sachs Goldman Sachs Goldman Sachs
Sachs Capital International Growth & Goldman Sachs Money
Growth Fund Equity Fund Income Fund Balanced Fund Market Fund
------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
CASH $ -- $ -- $ -- $ -- $ --
INVESTMENTS, at fair value 1,205,313 162,026 1,097,504 677,163 300,057
RECEIVABLES:
Contributions 19,214 4,988 20,002 13,593 3,563
Loans 741 139 459 456 1,068
MANDATORY DISTRIBUTION PAYABLE -- -- -- -- --
LOANS TO PARTICIPANTS -- -- -- -- --
------------- ------------- ------------- ------------- ------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 1,225,295 $ 167,153 $ 1,117,965 $ 691,212 $ 304,688
============= ============= ============= ============= ============
</TABLE>
<TABLE>
<CAPTION>
Dendrite
International
Common Stock Loan Fund Other Total
------------- ----------- -------- ----------
<S> <C> <C> <C> <C>
CASH $ 6,536 $ -- $ -- $ 6,536
INVESTMENTS, at fair value 38,363 -- -- 3,480,426
RECEIVABLES:
Contributions 4,973 -- 85,275 151,635
Loans 195 (3,058) -- --
MANDATORY DISTRIBUTION PAYABLE -- -- (22,642) (22,642)
LOANS TO PARTICIPANTS -- 84,829 -- 84,829
------------- ----------- -------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 50,067 $ 81,771 $ 62,633 $3,700,784
============= =========== ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
-2-
<PAGE>
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
F&G Goldman Sachs Goldman Sachs Goldman Sachs
Guaranteed Capital International Growth & Goldman Sachs
Annuity Fund Growth Fund Equity Fund Income Fund Balanced Fund
------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value $ 364,693 $ 723,346 $ 57,849 $ 735,254 $ 451,556
RECEIVABLES:
Employee contributions -- 7,863 645 7,648 4,175
Employer contributions -- 1,335 91 1,700 1,567
Other -- -- -- --
LOANS TO PARTICIPANTS -- -- -- -- --
------------ ------------- ------------- ------------- -------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 364,693 $ 732,544 $ 58,585 $ 744,602 $ 457,298
============ ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
Goldman Sachs Dendrite
Money International Other
Market Fund Common Stock Loan Fund Receivables Total
------------- ------------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value $ 73,165 $ 54,000 $ -- $ -- $2,459,863
RECEIVABLES:
Employee contributions 4,029 601 -- -- 24,961
Employer contributions 1,539 85 -- -- 6,317
Other -- -- -- 83,380 83,380
LOANS TO PARTICIPANTS -- -- 79,359 -- 79,359
------------- ------------- ----------- ----------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 78,733 $ 54,686 $ 79,359 $ 83,380 $2,653,880
============= ============= =========== =========== ==========
</TABLE>
The accompany notes are an integral part of this statement.
-3-
<PAGE>
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
F&G Goldman Sachs Goldman Sachs Goldman Sachs
Guaranteed Capital International Growth Goldman Sachs
Annuity Fund Growth Fund Equity Fund Income Fund Balanced Fund
------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Contributions by employees $ -- $ 235,295 $ 49,639 $ 210,078 $ 96,741
Contributions by employer -- 63,966 10,904 55,145 33,336
Rollovers -- 40,784 18,268 25,868 12,528
Interest and dividends 797 8,393 -- 14,895 21,406
Loan repayments including
interest -- 10,445 1,959 6,475 6,436
Net unrealized appreciation
(depreciation) in fair value
of investments -- 195,731 17,926 213,642 80,441
Total additions 797 554,614 98,696 526,103 250,888
------------ ------------- ------------- ------------- -------------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants -- (128,996) (8,470) (208,865) (31,597)
Loans -- (22,979) -- (6,255) (1,467)
Total deductions -- (151,975) (8,470) (215,120) (33,064)
</TABLE>
<TABLE>
<CAPTION>
F&G Goldman Sachs Goldman Sachs Goldman Sachs
Guaranteed Capital International Growth & Goldman Sachs
Annuity Fund Growth Fund Equity Fund Income Fund Balanced Fund
------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
NET INCREASE (DECREASE)
IN PLAN BENEFITS PRIOR
TO TRANSFERS 797 402,639 90,226 310,983 217,824
NET INTERFUND TRANSFERS (365,490) 90,112 18,342 62,380 16,090
NET ASSETS AVAILABLE FOR PLAN
BENEFITS BEGINNING OF YEAR 364,693 732,544 58,585 744,602 457,298
------------ ------------- ------------- ------------- -------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, END OF YEAR $ -- $ 1,225,295 $ 167,153 $ 1,117,965 $ 691,212
============ ============= ============= ============= =============
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Goldman Sachs Dendrite
Money International
Market Fund Common Stock Loan Fund Other Total
------------- ------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Contributions by employees $ 28,721 $ 27,271 $ -- $ -- $ 647,745
Contributions by employer 9,198 6,214 -- 1,895 180,658
Rollovers 34,686 4,600 -- -- 136,734
Interest and dividends 14,438 -- -- -- 59,929
Loan repayments including
interest 15,063 2,749 (37,088) -- 6,039
Net unrealized appreciation
(depreciation) in fair value
of investments -- (36,293) -- -- 471,447
Total additions 102,106 4,541 (37,088) 1,895 1,502,552
------------- ------------- ----------- ---------- ----------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (45,869) (9,209) -- (22,642) (455,648)
Loans (8,799) -- 39,500 -- --
Total deductions (54,668) (9,209) 39,500 (22,642) (455,648)
</TABLE>
<TABLE>
<CAPTION>
Goldman Sachs Dendrite
Money International Other
Market Fund Common Stock Loan Fund Receivables Total
------------- ------------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
NET INCREASE (DECREASE)
IN PLAN BENEFITS PRIOR
TO TRANSFERS 47,438 (4,668) 2,412 (20,747) 1,046,904
NET INTERFUND TRANSFERS 178,517 49 -- -- --
NET ASSETS AVAILABLE FOR PLAN
BENEFITS BEGINNING OF YEAR 78,733 54,686 79,359 83,380 2,653,880
------------- ------------- ----------- ----------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, END OF YEAR $ 304,688 $ 50,067 $ 81,771 $ 62,633 $3,700,784
============= ============= =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
-5-
<PAGE>
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. PLAN DESCRIPTION
The following description of the Dendrite 401(k) Retirement Savings Plan (the
"Plan") formerly the Dendrite Inc. 401(k) Profit Sharing Plan provides only
general information. Participants should refer to the Plan document as amended
and restated effective as of July 1, 1990, together with the amendments to the
Plan document and to the summary plan description for more complete information.
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. Those
eligible to participate in the Plan are salaried employees of Dendrite
International (the "Company") who have attained the age of 21.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared using the accrual basis
of accounting in accordance with the AICPA Audit and Accounting Guide, "Audits
of Employee Benefit Plans."
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of net assets and liabilities at the date of the
financial statements and the reported amounts of contributions, earnings and
disbursements during the reporting period. Actual results could differ from
those estimates.
Contributions
Participants may make elective salary deferral contributions up to 15% of their
pretax compensation. Employee elected salary deferrals are limited to the
maximum allowable under the Internal Revenue Code ($9,500 in 1996).
Distributions from other qualified retirement plans can also be transferred into
the Plan and retained as a rollover contribution. The Company makes matching
contributions to the participant accounts of participants who have completed one
year
-6-
<PAGE>
of service with the Company. The match is equal to 50% of the participant's
contributions, which does not exceed 6% of the participant's total compensation.
Participant Accounts
Each participant's account is credited with the participant's elected salary
deferral, employer matching contributions, and an allocation of the Plan's
earnings. Earnings are allocated by fund based on the ratio of a participant's
account invested in a particular fund to all participants' investments in that
fund. The benefit to which a participant is entitled is the balance in their
account. Terminated participants forfeit non-vested Company contributions.
Valuation of Investments
Quoted market prices are used to value investments. Cash equivalents are stated
at cost which approximate fair value.
Investment Options
As of December 31, 1996, participants may elect to invest their salary
deferrals, along with the employer matching contribution, in five investment
options with Goldman Sachs, & Co.
("Goldman Sachs") or in the Company's Common Stock.
Fund Name Description
- ----------------------------------------- -----------------------------------
Goldman Sachs Capital Growth Fund Objective is long-term capital
growth. At least 65% of total
assets are invested in equity
securities. The investment adviser
considers long-term capital
appreciation potential in selecting
investments.
Goldman Sachs International Equity Fund Objective is long-term capital
appreciation. Substantially all,
and at least 65% of total assets
are invested in equity securities
of companies organized outside the
U.S. or whose securities are
principally traded outside the U.S.
The Fund may invest in securities
of issuers located in countries
with emerging economies or
securities markets and employ
certain currency management
techniques.
Goldman Sachs Growth & Income Fund Objective is the long-term growth
of capital appreciation and growth
of income. At least 65% of total
assets are invested in equity
securities that the investment
adviser considers to have favorable
prospects for capital appreciation
and/or dividend paying ability.
-7-
<PAGE>
Fund Name Description
- ----------------------------------------- -----------------------------------
Goldman Sachs Balanced Fund Objective is long-term capital
growth and current income. Between
45% and 65% of total assets are
invested in equity securities and
at least 25% of total assets are
invested in fixed income senior
securities.
Goldman Sachs Money Market Fund Objective is to maximize current
income to the extent consistent
with the preservation of capital
and the maintenance of liquidity by
investing exclusively in high
quality money market instruments.
Participants are allowed to redirect their future investment contributions or
exchange their existing account balances among investment options as defined in
the Plan document.
The fair market value of individual investments that represent 5% or more of the
Plan's total net assets available for benefits as of December 31, 1996, are as
follows:
Fair Market Value
Investment December 31, 1996
- -------------------------------------------- --------------------
Goldman Sachs:
Capital Growth Fund $ 1,205,313
Growth and Income Fund $ 1,097,504
Balanced Fund $ 677,163
Money Market Fund $ 300,057
Vesting
Participants are immediately vested in 100% of their employee elected salary
deferrals and earnings thereon. Vesting in employer matching contributions,
forfeitures, and earnings on these amounts is based on years of service.
Participants vest at a rate of 20% per year, becoming fully vested after five
years of credited service or attainment of normal retirement age, as defined.
Forfeitures
Forfeitures occur when participants terminate employment before becoming
entitled to their full benefits under the Plan. All forfeitures are "allocated"
or divided among participants eligible to share for a Plan year. Forfeitures are
allocated to each participant in the same proportion that his or her
compensation bears to the aggregate compensation of all participants during the
Plan year. For the year ended December 31, 1996, the value of employer matching
contributions forfeited totaled $13,174.
-8-
<PAGE>
Administrative Expenses
Administrative expenses incurred in the operation of the Plan have been paid by
the Company and are not reflected in the accompanying financial statements.
3. PARTICIPANT LOANS
Under defined conditions, participants are entitled to borrow in a limited
capacity from the Plan. Loans are limited to the lesser of the amount requested
or 50% of the participant's vested account balance or $50,000 with a minimum
loan amount of $1,000. Loan repayments are made in the form of direct
withdrawals from the participant's payroll funds. Loans bear interest at the
prime rate and are repayable over no more than five years, unless the loan
provides funding for the purchase of the participant's principal residence. As
of December 31, 1996, interest rate ranged from 6% to 7.5% on loans outstanding.
4. DISTRIBUTIONS TO PARTICIPANTS
Distributions to retiring or terminated participants are generally made in the
year following retirement or termination. Distributions due participants at
December 31, 1996, amounted to $184,939. No distributions were due participants
at December 31, 1995. The distributions due to participants are classified as a
component of net assets available for plan benefits in the accompanying
financial statements.
5. TAX STATUS
The Plan has been amended to include all changes to comply with the Tax Reform
Act of 1986. Although the Plan, as amended, has not received a letter of
determination from the Internal Revenue Service, the Plan's management is of the
opinion that the Plan is designed and operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, management believes that
the Plan was qualified and the related trust was tax-exempt for the years ended
December 31, 1996 and 1995.
In 1994 and 1995, the Plan did not meet certain requirements to qualify as
non-discriminatory under the Internal Revenue Code. In order to meet these
requirements the Company will need to make qualified non-elective contributions
to the Plan. The Company is presently engaged in discussions with the Internal
Revenue Service regarding the exact amount of these contributions. The Company
presently believes that the amount of the contributions will be no less than
$15,284 and $62,410 for 1994 and 1995, respectively. Such amounts have been
included in Other in the statements of net assets available for plan benefits.
In 1996, the Plan did not meet certain requirements to qualify as
non-discriminatory. In order to meet these requirements the Company refunded
$22,642 to participants subsequent to December 31, 1996. Such amount has been
reflected as a mandatory distribution payable on the December 31, 1996 statement
of net assets available for plan benefits.
-9-
<PAGE>
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue their contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500:
December 31,
1996
-------------
Net Assets available for plan benefits per the
financial statements $3,700,784
Less -Qualified non-elective contributions
receivable (77,694)
Add - Mandatory distribution payable 22,642
Net Assets available for plan benefits per Form 3,645,732
5500
-10-
<PAGE>
SCHEDULE I
EIN #:22-2786386
PLAN #: 001
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FOR THE YEAR ENDED DECEMBER 31, 1996
Par Value
of Number Fair Market
Description of Investment of Shares Cost Value
- -------------------------------- ---------- ----------- -----------
GOLDMAN SACHS INVESTMENTS
Capital Growth Fund 76,771 $ 1,229,830 $ 1,205,313
International Equity Fund 8,126 148,196 162,026
Growth & Income Fund 49,326 992,699 1,097,504
Balanced Fund 37,044 638,296 677,163
Money Market Fund 300,057 300,057 300,057
DENDRITE INTERNATIONAL:
Common Stock 4,650 78,609 38,363
----------- -----------
$ 3,387,687 $ 3,480,426
=========== ===========
LOANS TO PARTICIPANTS (6% to 7.5%) $ 81,771 $ 81,771
=========== ===========
-11-
<PAGE>
SCHEDULE II
EIN #:22-2786386
PLAN #: 001
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
ITEM 27d -- SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Number of Purchase Cost of Gain
Identity of Party Asset Description Transactions Price Asset Sold Sale Price (Loss)
- ----------------- ----------------------- ------------ -------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
Single
- ------
F&G Guaranteed Annuity Fund 1 $ -- (A) $ 365,490 (A)
Goldman Sachs Money Market Fund 1 365,490 -- $ -- --
Series
- ------
Goldman Sachs Capital Growth Fund 23 429,193 -- -- --
1 -- 12,557 11,933 (624)
Goldman Sachs Growth & Income Fund 19 316,054 -- -- --
2 -- 46,284 50,084 3,800
Goldman Sachs Balanced Fund 18 195,276 -- -- --
2 -- 8,377 9,021 644
Goldman Sachs Money Market Fund 33 342,038 -- -- --
8 -- 205,145 205,145 --
</TABLE>
(A) THE ASSET CUSTODIAN WAS UNABLE TO PROVIDE THIS INFORMATION
-12-
<PAGE>
SCHEDULE III
EIN #: 22-2786386
PLAN #: 001
<TABLE>
<CAPTION>
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
ITEM 27e--SCHEDULE OF NON-EXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
Relationship Net Loss
Identify of Party to Plan Description of Transaction on Transaction
- ----------------------------- ------------ ------------------------------------------------ --------------
<S> <C> <C> <C
Innovative Design Consultants Recordkeeper Cash for Plan contributions and distributions $ (7,581)
were deposited into a noninterest bearing cash
account. The cash was commingled with cash
from other benefit plans and was not credited to
participant accounts in a timely manner.
</TABLE>
Note: This amount will be paid to the Plan.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
DENDRITE
401(K) RETIREMENT SAVINGS PLAN
_______________________________________
(Full title of the plan)
Date: June 3, 1998
/s/ Christopher French
_______________________________________
Christopher French
General Counsel, Vice President
and Plan Trustee
-14-
Exhibit
Consent of Independent Public Accountants
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-14363) pertaining to the report dated March 25, 1998, with respect
to the financial statements of the Dendrite 401(k) Retirement Savings Plan
included in this Annual Report (Form 11-K) for the year ended December 31, 1996.
/s/ Arthur Andersen LLP
Philadelphia, Pennsylvania,
June 3, 1998
