SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EX-
CHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1998
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
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: Dendrite 401(k) Retirement
Savings Plan.
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office: Dendrite Inter-
national, Inc., 1200 Mt. Kemble Avenue, Morristown, New Jersey
07960.
<PAGE>
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1998 AND 1997
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
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits
for the Year Ended December 31, 1998 2
Statement of Net Assets Available for Plan Benefits
for the Year Ended December 31, 1997 3
Statement of Changes In Net Assets Available For Plan Benefits
for the Year Ended December 31, 1998 4
NOTES TO FINANCIAL STATEMENTS 5-10
SCHEDULES:
I. Item 27(a)--Schedule of Assets Held for Investment Purposes--as of
December 31, 1998 11
II. Item 27(d)--Schedule of Reportable Transactions for the Year
Ended December 31, 1998 12
III. Item 27(e)--Schedule of Nonexempt Transactions for the Year
Ended December 31, 1998 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, 1998 and 1997, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1998. 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 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, 1998 and 1997, and the changes in its net assets available for plan
benefits for the year ended December 31, 1998, 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 reportable transactions, are presented for the
purpose 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 Fund information in the
statement available for plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. The supplemental schedules
and fund information 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.
Philadelphia, Pa.,
September 7, 1999
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<PAGE>
<TABLE>
<CAPTION>
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1998
Goldman Goldman Goldman
Sachs Sachs Goldman Sachs Goldman Sachs Dendrite
Capital International Growth & Sachs Money International
Growth Equity Income Balanced Market Common Loan
Fund Fund Fund Fund Fund Stock Fund Other Total
---------- ------------- ------------- -------- -------- ------------- ------ -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASH $ -- $ -- $ -- $ -- $ -- $ -- $ -- $222,029 $ 222,029
INVESTMENTS,
at fair value 2,922,343 317,516 1,729,650 790,148 455,075 1,054,328 -- -- 7,269,060
RECEIVABLES:
Contributions 38,343 7,528 30,313 11,414 6,576 11,822 -- 43,745 149,741
Loans 247 64 497 480 99 135 -- -- 1,522
LOANS TO PARTICIPANTS -- -- -- -- -- -- 79,491 -- 79,491
---------- --------- ---------- -------- -------- ---------- ------- -------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $2,960,933 $ 325,108 $1,760,460 $802,042 $461,750 $1,066,285 $79,491 $265,774 $7,721,843
========== ========= ========== ======== ======== ========== ======= ======== ==========
<FN>
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1997
Goldman Goldman Goldman
Sachs Sachs Goldman Sachs Goldman Sachs Dendrite
Capital International Growth & Sachs Money International
Growth Equity Income Balanced Market Common Loan
Fund Fund Fund Fund Fund Stock Fund Other Total
---------- ------------- ------------- -------- -------- ------------- ------ -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASH $ -- $ -- $ -- $ -- $ -- $ 299 $ -- $ 39,051 $ 39,350
INVESTMENTS,
at fair value 1,724,074 218,218 1,515,618 754,114 430,003 164,494 -- -- 4,806,521
RECEIVABLES:
Contributions 59,934 12,291 63,030 20,978 6,223 4,494 -- 174,453 341,403
Loans 3,735 1,105 1,472 310 131 55 -- -- 6,808
LOANS TO PARTICIPANTS -- -- -- -- -- -- 32,398 -- 32,398
---------- --------- ---------- -------- -------- ---------- ------- -------- ----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $1,787,743 $ 231,614 $1,580,120 $775,402 $436,357 $ 169,342 $32,398 $213,504 $5,226,480
========== ========= ========== ======== ======== ========== ======= ======== ==========
<FN>
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
Goldman Goldman Goldman
Sachs Sachs Goldman Sachs Goldman Sachs Dendrite
Capital International Growth & Sachs Money International
Growth Equity Income Balanced Market Common
Fund Fund Fund Fund Fund Stock
---------- ------------- ------------- -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Contributions by employees $ 419,941 $ 105,603 $ 365,738 $ 144,387 $ 42,015 $ 95,326
Contributions by employer 100,554 24,597 84,964 36,159 10,053 24,713
Rollovers 30,382 3,900 48,979 14,492 20,459 4,098
Interest and dividends 92,574 15,566 14,265 24,643 15,817 --
Loan repayments, including interest 3,662 371 5,174 5,342 612 1,169
Net unrealized appreciation (depreciation)
in fair value of investments 586,169 23,870 (107,487) (11,427) -- 553,426
Mandatory sponsor contribution for nonexempt
transactions (Note 6) -- -- -- -- -- --
---------- ------------ ------------ ---------- --------- -------------
Total additions 1,233,282 173,907 411,633 213,596 88,956 678,732
---------- ------------ ------------ ---------- --------- -------------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants (94,887) (22,568) (106,663) (30,616) (1,432) (2,392)
Reduction of QNEC assessment (Note 5) -- -- -- -- -- --
Loans (4,422) (508) (14,963) (9,277) (9,711) (22,000)
---------- ------------ ------------ ---------- --------- -------------
Total deductions (99,309) (23,076) (121,626) (39,893) (11,143) (24,392)
---------- ------------ ------------ ---------- --------- -------------
NET INCREASE (DECREASE) IN PLAN
BENEFITS PRIOR TO TRANSFERS 1,133,973 150,831 290,007 173,703 77,813 654,340
---------- ------------ ------------ ---------- --------- -------------
NET INTERFUND TRANSFERS 39,217 (57,337) (109,667) (147,063) (52,420) 242,603
---------- ------------ ------------ ---------- --------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
BEGINNING OF YEAR 1,787,743 231,614 1,580,120 775,402 436,357 169,342
---------- ------------ ------------ ---------- --------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $2,960,933 $ 325,108 $ 1,760,460 $ 802,042 $ 461,750 $ 1,066,285
========== ============ ============ ========== ========= =============
<FN>
The accompanying notes are an integral part of this statement.
</FN>
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
(continued from previous page)
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
Loan
Fund Other Total
------ -------- ----------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Contributions by employees $ -- $ -- $1,173,010
Contributions by employer -- -- 281,040
Rollovers -- -- 122,310
Interest and dividends -- 1,892 164,757
Loan repayments, including interest (13,788) -- 2,542
Net unrealized appreciation (depreciation)
in fair value of investments -- -- 1,044,551
Mandatory sponsor contribution for nonexempt
transactions (Note 6) -- 36,164 36,164
--------- -------- ----------
Total additions (13,788) 38,056 2,824,374
--------- -------- ----------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants -- -- (258,558)
Reduction of QNEC assessment (Note 5) -- (70,453) (70,453)
Loans 60,881 -- --
--------- -------- ----------
Total deductions 60,881 (70,453) (329,011)
--------- -------- ----------
NET INCREASE (DECREASE) IN PLAN
BENEFITS PRIOR TO TRANSFERS 47,093 (32,397) 2,495,363
--------- -------- ----------
NET INTERFUND TRANSFERS -- 84,667 --
--------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
BEGINNING OF YEAR 32,398 213,504 5,226,480
--------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $ 79,491 $265,774 $7,721,843
========= ======== ==========
</TABLE>
<PAGE>
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
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 December 26, 1996, 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 ($10,000 in 1998).
Distributions from other qualified retirement plans can also be transferred into
the Plan and retained as a rollover contribution.
-5-
<PAGE>
The Company makes matching contributions to the participant accounts of
participants who have completed one year 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. All realized and unrealized
gains and losses are included as part of net unrealized appreciation
(depreciation) in fair value of investment in the Statement of Changes in Net
Assets Available for Plan Benefits. Cash equivalents are stated at cost which
approximates fair value.
Investment Options
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 Objective is long-term capital growth.
Fund 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 Objective is long-term capital
Equity Fund 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.
-6-
<PAGE>
Fund Name Description
- --------------------------------------- --------------------------------------
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.
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, 1998, are as
follows:
Fair Market
Value
December 31
---------------------------------
Investment 1998 1997
- --------------------------------------- --------------- ---------------
Goldman Sachs:
Capital Growth Fund $ 2,922,343 $ 1,724,074
Growth & Income Fund 1,729,650 1,515,618
Balanced Fund 790,148 754,114
Money Market Fund 455,075 430,003
Dendrite, International Common Stock 1,054,328 164,494
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.
-7-
<PAGE>
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 employed as of the last day of the plan year as
additional matching contributions. As of December 31, 1998, the value of
nonvested employer matching contributions for participants who terminated
service totaled $29,866, and no forfeitures were allocated to participants
during the year. All nonvested balances and unallocated forfeitures are included
in the statement of net assets available for plan benefits at December 31, 1998.
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 $50,000 or 50% of the
participant's vested account balance 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, 1998, interest rates
ranged from 6.0% to 9.5% 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, 1998 and 1997, amounted to $207,433 and $27,636, respectively. 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. On January 16, 1998, the Plan, as amended, received a favorable
letter of determination from the Internal Revenue Service.
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 was required to make qualified non-elective
contributions ("QNEC") to the Plan. As of December 31, 1997, the Company
estimated that the total QNEC would be $174,449, and such amount was included in
Other in the 1997 statement of net assets available for plan benefits. This
included a contribution to the Plan to compensate the participants for the
appreciation on the QNEC which would have occurred from 1994 and 1995, to the
date the QNEC was actually
-8-
<PAGE>
paid. In 1998, the Company and the Internal Revenue Service agreed upon an
amount for the QNEC, and the Company contributed $96,419 to the Plan. The
settlement amount was less than the estimated amount by $70,453 and such amount
has been reflected as a deduction from net assets in the statement of changes in
net assets available for plan benefits for the year ended December 31, 1998. In
addition, $7,577 is to be contributed by the Company in 1999 as reconstructed
earnings on cash deposited for Plan contributions in 1994 and 1995 into a
non-interest bearing account prior to crediting the participant accounts.
6. NON-EXEMPT TRANSACTIONS:
For the year ended December 31, 1998, the Company's failure to remit employee
contributions to the Plan within 15 business days of the following month
represented non-exempt transactions between the Company and the Plan as
identified in Schedule III. It is the Company's intention to contribute an
amount to the Plan in 1999 to fully compensate participants for losses related
to these transactions.
7. 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.
8. 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
--------------------------
1998 1997
------------ ----------
Net assets available for plan benefits per the
financial statements $7,721,843 $5,226,480
Less- Qualified non-elective contributions
receivable (Note 5) -- (166,872)
Less- Benefit claims payable (207,433) (27,636)
Less- Mandatory sponsor contribution
receivable (Note 6) (36,164) --
------------ -----------
Net assets available for plan benefits per Form
5500 $7,478,246 $ 5,031,972
============ ===========
-9-
<PAGE>
The following is a reconciliation of benefits paid to participants on the
financial statements to the Form 5500:
Year Ended
December 31,
1998
------------
Benefits paid to participants on the financial statements $ 258,558
Add- Distributions payable to participants at
December 31, 1998 207,433
Less- Distributions payable to participants at
December 31, 1997 (27,636)
------------
Benefits paid to participants on the Form 5500 $ 438,355
============
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<PAGE>
SCHEDULE I
EIN #:22-2786386
PLAN #: 001
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
ITEM 27(a)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
Par Value
or Number Fair Market
Description of Investment of Shares Cost Value
- ------------------------------------ --------- ---------- -----------
GOLDMAN SACHS INVESTMENTS:
Capital Growth Fund 124,886 $2,368,090 $2,922,343
International Equity Fund 14,727 291,205 317,516
Growth & Income Fund 71,983 1,883,416 1,729,650
Balanced Fund 39,077 801,660 790,148
Money Market Fund 455,075 455,075 455,075
DENDRITE INTERNATIONAL:
Common Stock 42,226 500,902 1,054,328
---------- ----------
$6,300,348 $7,269,060
========== ==========
LOANS TO PARTICIPANTS (6.0% to 9.5%) $ 79,491 $ 79,491
========== ==========
-11-
<PAGE>
SCHEDULE II
EIN #:22-2786386
PLAN #: 001
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
ITEM 27(d)--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Number
of Cost of
Trans- Purchase Asset Sale Gain
Identity of Party Asset Description actions Price Sold Price (Loss)
- ----------------- ---------------------- ------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Series
Goldman Sachs 32 $285,080 $ -- $ -- $ --
Investments Money Market Fund 7 -- 24,797 24,797 --
Goldman Sachs 23 535,590 -- -- --
Investments Capital Growth Fund 12 -- 136,183 180,849 44,666
Goldman Sachs 18 499,509 -- -- --
Investments Growth & Income Fund 14 -- 214,545 238,154 23,609
Goldman Sachs 21 235,849 -- -- --
Investments Balanced Fund 15 -- 230,154 238,821 8,667
Goldman Sachs 21 413,136 -- -- --
Investments Dendrite International 5 -- 29,303 76,716 47,413
</TABLE>
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<PAGE>
SCHEDULE III
EIN #:22-2786386
PLAN #: 001
DENDRITE
401(k) RETIREMENT SAVINGS PLAN
ITEM 27(e)--SCHEDULE OF NON-EXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Amount Amount
of of
Identity of Party Involved Description of Transaction Loan Interest
- -------------------------- ------------------------------------------ -------- --------
<S> <C> <C> <C>
Dendrite, International Deemed loan to the plan sponsor related to $554,236 $36,164
late contribution to the Plan of four
months of 1998 withholdings.
</TABLE>
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<PAGE>
SIGNATURES
THE PLAN. 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 hereunto duly authorized.
DENDRITE 401(K) RETIREMENT SAVINGS PLAN
Date: October 22, 1999 By: /s/ Christopher J. French
------------------------------------
Name: Christopher J. French
Title: Trustee
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
23.1 Consent of Arthur Andersen LLP, independent public accountants
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report, included in this Form 11-K, into Dendrite
International, Inc.'s previously filed Registration Statement File No. 333-19141
ARTHUR ANDERSEN LLP
Philadephia, Pa.
October 18, 1999
