DENDRITE INTERNATIONAL INC
8-K, 1999-06-02
PREPACKAGED SOFTWARE
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                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                  FORM 8-K

                               CURRENT REPORT
                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

  Date of Report (Date of Earliest Event Reported):  June 1, 1999 (May 27,
                                                     1999)


                        DENDRITE INTERNATIONAL, INC.
      -----------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


      New Jersey               0-26138                 22-2786386
      -----------------------------------------------------------------
      (State or other       (Commission File       (I.R.S. Employer
      jurisdiction of            Number)          Identification No.)
      incorporation)

      1200 Mount Kemble Avenue
      Morristown, New Jersey                            07960-6767
      -----------------------------------------------------------------
     (Address of principal executive offices)           (Zip Code)


                                (973) 425-1200
      -----------------------------------------------------------------
            (Registrant's telephone number, including area code)


                                    N/A
      -----------------------------------------------------------------
       (Former name or former address, if changed since last report)




 Item 5.   Other Events.

           On May 27, 1999, Dendrite International, Inc. issued a press
 release, a copy of which is filed herewith as Exhibit 99.1 (the "Press
 Release") and incorporated herein by reference.

           This Current Report on Form 8-K and the Press Release contain
 "forward looking statements" within the meaning of the safe harbor
 provisions of the Private Securities Litigation Reform Act of 1995 and are
 qualified by cautionary statements contained herein and in the Company's
 filings with the Securities and Exchange Commission.


 Item 7.   Financial Statements and Exhibits.

      (c)  Exhibits.

           Exhibit 99.1   -    Press Release of Dendrite International,
                               Inc., dated May 27, 1999.



                                   SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed on its behalf
 by the undersigned, hereunto duly authorized.


                                     Dendrite International, Inc.


                                     By: /s/ Christopher J. French
                                        -------------------------------
                                        Vice President, General Counsel
                                        and Secretary

 Dated:  June 2, 1999



                            EXHIBIT INDEX


           Exhibit No.         Description
           -----------         -----------
           Exhibit 99.1   -    Press Release of Dendrite International,
                               Inc., dated May 27, 1999.






       Contact:
       John Bailye, CEO
       George Robson, CFO
       Erik Hawkinson,
       Investor Relations
       973-425-1200



[GRAPHIC OMITTED]

FOR IMMEDIATE RELEASE


            DENDRITE COMPLETES MERGER WITH CORNET INTERNATIONAL
                 Acquisition Expands Dendrite's Markets for
                    Sales Force Effectiveness Solutions


MORRISTOWN, NEW JERSEY (MAY 27, 1999) -- Dendrite International, Inc.
(NASDAQ/NMS:DRTE) has completed its acquisition of CorNet International
Ltd. within two weeks of the May 12, 1999 announcement to merge the two
companies.

The transaction, valued at approximately $40 million, was structured as a
pooling of interests. The acquisition is expected to be accretive to
Dendrite in 1999. Dendrite issued 1,480,538 shares to the former CorNet
shareholders in the transaction, exclusive of any shares to be issued in
the future upon exercise of outstanding options.

Dendrite is integrating its new SalesPlus Americas division with CorNet to
maximize product and service offerings in its vertical markets for
multi-segments of the health care companies in the U.S. All existing CorNet
clients will continue to be managed by the newly formed SalesPlus CorNet
division.


ABOUT DENDRITE
With a strong focus on outcomes in the Pharmaceutical and Consumer Package
Goods (CPG) industries, Dendrite is a leading global provider of
highly-specialized, integrated product and service offerings to support
strategies for a sustained competitive advantage. Thousands of sales
representatives and their managers in over 150 companies and 17 countries
rely on Dendrite for a uniquely tailored combination of tools, information
and skills which help them prepare for tomorrow's challenges and improve
their sales success. The Company uses its highly specialized industry
knowledge to develop modular software products that enhance sales force
effectiveness. The products, combined with specifically tailored coaching
and support services, focus sales representatives on improving their
performance. With a global infrastructure as its foundation, Dendrite's
commitment to unparalleled service has been the hallmark of the business
and the basis of strong customer loyalty since the Company's inception.


ABOUT CORNET INTERNATIONAL
Founded in 1986, CorNet provides a truly unique sales automation solution
to the pharmaceutical, medical device, foodservice and shipping/logistics
industries. Through the integration of implementation, end-user training,
help desk call center support, hardware repair/ asset management, and
application hosting (data center operations) with world-class software
(both laptop, web-based and WinCE-based), CorNet delivers an unrivaled
"one-stop-shop" focused on quality and long-term customer satisfaction.

CorNet solutions and/or services are used by Fortune 500 companies
including Apothecon, Astra USA Inc., Boehringer Ingelheim Canada,
Boehringer Ingelheim Mexico, Bracco Diagnostics, Bristol-Myers Squibb
Company (BMS), Campbell Soup Company, Eisai, FedEx, Searle (a division of
Monsanto), Lifescan (a division of Johnson & Johnson), McNeil Consumer
Healthcare (a division of Johnson & Johnson), Pasteur Merieux Connaught,
Pfizer, Schwarz Pharma, Westwood Squibb, and Wyeth-Ayerst (a division of
American Home Products).


Headquartered in Morristown, New Jersey, Dendrite employs over 1000 people
all around the world. For more information, visit the Company's Web site:
http://www.drte.com.

Note: Dendrite is a registered trademark of Dendrite International, Inc.

This press release may contain statements that, if not verifiable
historical fact, may be viewed as forward-looking statements that could
predict future events or outcomes with respect to Dendrite and its
business. The predictions embodied in these statements will involve risks
and uncertainties and, accordingly, Dendrite's actual results may differ
significantly from the results discussed or implied in such forward-looking
statements.

                                    ###





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