As filed with the Securities and Exchange Commission on December 14, 1999
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.
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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
---------------------------------
(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
<PAGE>
<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(1) Price (2) Fee (2)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations (1) N/A N/A N/A $462.00
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
- --------------------------
(1) The Deferred Compensation Obligations are unsecured obligations of Dendrite
International, Inc. to pay deferred compensation in the future in accordance
with the terms of the Dendrite International, Inc. Deferred Compensation Plan.
(2) Based upon estimated obligations in the amount of $462.00 used solely for
the purpose of calculating the registration fee.
<PAGE>
PART I
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.
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") (File No.
0-26138), 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, 1998, filed with the Commission on March 26, 1999.
2. The Company's Proxy Statement in connection with its 1999 Annual
Meeting of Shareholders, filed with the Commission on April 16, 1999.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999, filed with the Commission on May 17, 1999.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1999, filed with the Commission on August 16, 1999.
5. The Company's Current Report on Form 8-K dated June 1, 1999, filed
with the Commission on June 2, 1999.
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 obligations under the Plan
have been satisfied or which deregisters all such obligations then remaining,
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.
<PAGE>
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 such person
by reason of such person being or having been a director or officer if (a) he or
she acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the Company and (b) with respect to any
criminal proceeding, such person had no reasonable cause to believe his or her
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 such person 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 or her acts or omissions (a) were in breach of a duty of
loyalty to the Company and its shareholders, (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
shareholders in connection with a matter in which he or she has a material
conflict of interest. If a director or officer is successful in a proceeding,
the statute mandates that the Company indemnify such person 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 Company 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 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 or officer 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 shareholder who is dissatisfied with a
Board decision protected by these provisions, and such shareholder'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.
As of October 28, 1998, the Company entered into an Indemnification
Agreement with each Director of the Company, providing that, with certain
exceptions, the Company would hold harmless and indemnify each Director in
connection with his directorship to the extent permitted under the New Jersey
Business Corporation Act. More specifically, the Indemnification Agreement
provides that the Company is obligated to indemnify each Director against all
reasonable costs, expenses (including attorneys' fees), fines, judgments, and
settlement amounts that such Director may incur in connection with any actual or
threathened action, suit, or proceeding (whether, civil, criminal, investigative
or administrative) to which such Director is, or may be, a party by reason of
his position as Director or as a director, officer, employee, or agent of any
other company to which such Director provides services at the request of the
Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
<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.
23.1 Consent of Pitney, Hardin, Kipp & Szuch LLP (contained in Exhibit
5.1 attached hereto).
23.2 Consent of Arthur Andersen LLP, independent public accountants.
24.1 Power of Attorney.
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<PAGE>
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 obligations being
registered therein, and the offering of such obligations 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 obligations being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the obligations offered therein, and the offering of such
obligations 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 obligations 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.
<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 13th day of
December, 1999.
DENDRITE INTERNATIONAL, INC.
By:JOHN E. BAILYE
---------------------------
John E. Bailye
Chief Executive Officer,
President and Director
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 DATE
- ---- ----- ----
* 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
*
- -----------------------------
Paul A. Margolis Director
*
- -----------------------------
John H. Martinson Director
*
- -----------------------------
Terence H. Osborne Director
By: GEORGE T. ROBSON Attorney in Fact December 13, 1999
-----------------------,
George T. Robson
<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.
23.1 Consent of Pitney, Hardin, Kipp & Szuch LLP (contained in Exhibit
5.1 attached hereto).
23.2 Consent of Arthur Andersen LLP, independent public accountants.
24.1 Power of Attorney.
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PITNEY, HARDIN, KIPP & SZUCH LLP
P.O. BOX 945
MORRISTOWN, NEW JERSEY 07962-1945
December 13, 1999
Dendrite International, Inc.,
1200 Mount Kemble Avenue,
Morristown, NJ 07960-6797.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of certain deferred compensation obligations ("Obligations") of
Dendrite International, Inc., a New Jersey corporation (the "Company"), arising
under the Dendrite International, Inc. Deferred Compensation Plan dated as of
September 1, 1998 (the "Plan"), 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 Obligations (the "Registration
Statement") has become effective under the Act, the terms of the Obligations
have been duly established in conformity with the Plan and the Obligations have
been issued as contemplated by the Registration Statement and the terms of the
Plan under which such Obligations are to be issued, the Obligations will be
validly issued legally binding, and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the New Jersey Business Corporation Act, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH LLP
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 January 27, 1999 included in Dendrite International, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998 and to all references to our
firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
October 5, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned appoints
John E. Bailye and George T. Robson and each of them as the attorney-in-fact and
agent of the undersigned, with full power and authority of substitution, to
execute for and on behalf of the undersigned a REGISTRATION STATEMENT ON FORM
S-8 by Dendrite International, Inc. for the Dendrite International, Inc.
Deferred Compensation Plan, and all amendments or supplements to this
Registration Statement and all related documents and instruments, and to file
the same with the Securities and Exchange Commission, granting to each such
attorney-in-fact and agent full power and authority to take such action as he
deems advisable or necessary to carry out the intent of this Power of Attorney.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of December 13, 1999.
NAME TITLE
- ---- -----
JOHN E. BAILYE Chief Executive Officer,
- ----------------------------- President and Director
John E. Bailye
GEORGE T. ROBSON Senior Vice President and
- ----------------------------- Chief Financial Officer
George T. Robson
BERNARD M. GOLDSMITH
- -----------------------------
Bernard M. Goldsmith Director
EDWARD J. KFOURY
- -----------------------------
Edward J. Kfoury Director
PAUL A. MARGOLIS
- -----------------------------
Paul A. Margolis Director
JOHN H. MARTINSON
- -----------------------------
John H. Martinson Director
TERENCE H. OSBORNE
- -----------------------------
Terence H. Osborne Director
