As filed with the Securities and Exchange Commission on December 30, 1999
Registration No. 333-92711
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DENDRITE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
New Jersey
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(State or other jurisdiction of incorporation or organization)
22-2786386
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(I.R.S. Employer Identification No.)
1200 Mount Kemble Avenue, Morristown, New Jersey 07960-6797
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(Address, including zip code, of registrant's principal executive offices)
DENDRITE INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN
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(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
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(Name and address of agent for service)
(973) 425-1200
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(Telephone number, including area code, of agent for service)
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With a copy to:
Warren J. Casey, Esq.
Pitney, Hardin, Kipp & Szuch LLP
P.O. Box 1945
Morristown, New Jersey 07962
(973) 966-8025
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be registered Registered Offering Price Aggregate Offering Registration
Per Share Price Fee
- -------------------- ------------- ----------------- ------------------- -------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations N/A* N/A* N/A* N/A*
- -------------------- ------------- ----------------- ------------------- -------------
</TABLE>
* The deferred compensation obligations under the Dendrite International, Inc.'s
Deferred Compensation Plan were registered under the Company's Registration
Statement on Form S-8, filed on December 14, 1999 (No. 333-92711).
<PAGE>
AMENDMENT TO REGISTRATION STATEMENT
ON FORM S-8
Incorporation by Reference
This Amendment No. 1 to Registration Statement on Form S-8 is being
filed for the purpose of replacing the Consent of Arthur Andersen LLP, dated
October 5, 1999 with the Consent of Arthur Andersen LLP, dated December 29,
1999, and adding the Consent of KPMG LLP, dated December 29, 1999, in
connection with the registration of deferred compensation obligations under the
Dendrite International, Inc. Deferred Compensation Plan (the "Plan"). The
deferred compensation obligations under the Plan were previously registered
under Registration Statement on Form S-8, filed on December 14, 1999 (No.
333-92711), incorporated by reference herein pursuant to General Instruction E
to Form S-8, except for Item 8 of such Registration Statement.
<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 Quarterly Report on Form 10-Q, filed with the
Commission on July 30, 1996).
3.2 By-laws of the Company, as amended (incorporated 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 The Dendrite International, Inc. Deferred Compensation Plan
(the "Plan") dated as of September 1, 1998 (incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report
filed with the Commission on August 14, 1998).
4.2 Deferred Compensation Plan Trust Agreement dated as of
September 1, 1998 (incorporated by reference to Exhibit 10.2
to the Company's Quarterly Report filed with the Commission
August 14, 1998).
5.1 Opinion of Pitney, Hardin, Kipp & Szuch LLP as to the validity
of the obligations under the Plan (previously filed with the
Company's Registration Statement on Form S-8 (No. 333-92711)).
23.1 Consent of Pitney, Hardin, Kipp & Szuch LLP (previously filed
with the Company's Registration Statement on Form S-8 (No.
333-92711)).
23.2 Consent of Arthur Andersen LLP, independent public
accountants.
23.3 Consent of KPMG LLP, independent public accountants.
24.1 Power of Attorney (previously filed with the Company's
Registration Statement on Form S-8 (No. 333-92711)).
<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 30th day of
December, 1999.
DENDRITE INTERNATIONAL, INC.
GEORGE T. ROBSON
By: --------------------------
George T. Robson
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated:
NAME TITLE
* Chief Executive Officer,
- --------------------------------- President and Director
John E. Bailye (Principal Executive Officer)
* Executive Vice President and
- --------------------------------- Chief Financial Officer
George T. Robson (Principal Accounting Officer and
Principal Financial Officer)
*
- --------------------------------
Bernard M. Goldsmith Director
*
- --------------------------------
Edward J. Kfoury Director
<PAGE>
*
- ---------------------------------
Paul A. Margolis Director
*
- ---------------------------------
John H. Martinson Director
*
- --------------------------------
Terence H. Osborne Director
GEORGE T. ROBSON
By:-----------------------------
George T. Robson
Attorney in Fact December 30, 1999
<PAGE>
EXHIBIT INDEX
Exhibits
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 Quarterly Report on Form 10-Q, filed with the
Commission on July 30, 1996).
3.2 By-laws of the Company, as amended (incorporated 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 The Dendrite International, Inc. Deferred Compensation Plan
(the "Plan") dated as of September 1, 1998 (incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report
filed with the Commission on August 14, 1998).
4.2 Deferred Compensation Plan Trust Agreement dated as of
September 1, 1998 (incorporated by reference to Exhibit 10.2
to the Company's Quarterly Report filed with the Commission
August 14, 1998).
5.1 Opinion of Pitney, Hardin, Kipp & Szuch LLP as to the validity
of the obligations under the Plan (previously filed with the
Company's Registration Statement on Form S-8 (No. 333-92711)).
23.1 Consent of Pitney, Hardin, Kipp & Szuch LLP (previously filed
with the Company's Registration Statement on Form S-8 (No.
333-92711)).
23.2 Consent of Arthur Andersen LLP, independent public
accountants.
23.3 Consent of KPMG LLP, independent public accountants.
24.1 Power of Attorney (previously filed with the Company's
Registration Statement on Form S-8 (No. 333-92711)).
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated August 16,
1999 included in item 5 of Dendrite International, Inc.'s Form 10-Q filed August
16, 1999.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
December 29, 1999
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Board of Directors
Dendrite International, Inc.:
We consent to the incorporation by reference of our report dated February 16,
1999 in this Form S-8 Registration Statement of Dendrite International, Inc.,
with respect to the balance sheets of CorNet International, Ltd. as of December
31, 1998 and 1997, and the related statements of income, stockholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
1998, which report appears in the June 30, 1999 quarterly report on Form 10-Q of
Dendrite International, Inc.
KPMG LLP
Allentown, Pennsylvania
December 29, 1999
