AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1999
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DENDRITE INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 22-2786386
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1200 MT. KEMBLE AVENUE
MORRISTOWN, NEW JERSEY 07960-6797
(973) 425-1200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CHRISTOPHER J. FRENCH
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1200 MT. KEMBLE AVENUE
MORRISTOWN, NEW JERSEY 07960
(973) 425-1200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At such time
or times as may be determined by the selling stockholders after this
registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be registered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SHARES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value 2,351,354 $33.00 $77,594,682 $21,571
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<FN>
(1) Estimated in accordance with Rule 457(c) under the Securities Act of 1933 solely for purposes of
calculating the registration fee (based on the average of the high and low prices of Registrant's
Common Stock as reported on the Nasdaq National Market on November 15, 1999).
</FN>
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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RED HERRING TEXT
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Subject to Completion. Dated November 22, 1999.
2,351,354 SHARES
DENDRITE INTERNATIONAL, INC.
COMMON STOCK
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This prospectus relates to an offering of up to 2,351,354 shares by certain
selling stockholders identified in this prospectus. We will not receive any
proceeds from the sale of these shares.
Each of the selling stockholders has advised us that he or she proposes to
offer the shares from time to time and in any of several different ways. Each of
the selling stockholders may offer shares in one or more of the following ways:
o through brokers or other agents,
o to underwriters or dealers,
o directly to one or more purchasers and
o by a combination of these methods of sale.
The selling shareholders and any underwriters, broker-dealers or agents
participating in the distribution of the shares of common stock covered by this
prospectus may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, and any profit on the sale of the securities by the
selling shareholders and any discounts or commissions received by any of those
underwriters, broker-dealers or agents may be deemed to be underwriting
commissions under the Securities Act of 1933. To the extent required, the names
of any underwriter and applicable commissions or discounts and any other
required information with respect to any particular sale will be set forth in an
accompanying prospectus supplement. See "Plan of Distribution" for a further
description of how the selling stockholders may dispose of the shares covered by
this prospectus.
The common stock is quoted in the Nasdaq National Market System under the
symbol "DRTE". The last reported sale price of the common stock on November 19,
1999 was $33.38 per share.
See "Risk Factors" beginning on page 3 to read about certain factors you
should consider before buying shares of the common stock.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON
ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO
SELL OR TO BUY ONLY THE SHARES OFFERED BY THIS PROSPECTUS, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY TO THE DATE BELOW.
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Prospectus dated , 1999.
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TABLE OF CONTENTS
PAGE
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FORWARD-LOOKING STATEMENTS ................................................ 2
DENDRITE INTERNATIONAL, INC................................................ 3
RISK FACTORS .............................................................. 3
WHERE YOU CAN FIND MORE INFORMATION ....................................... 8
SELLING STOCKHOLDERS ...................................................... 10
PLAN OF DISTRIBUTION ...................................................... 11
USE OF PROCEEDS ........................................................... 12
VALIDITY OF COMMON STOCK .................................................. 12
EXPERTS ................................................................... 13
FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements that we believe
are within the meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act") and Section 21-E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), which are intended to be covered by the safe
harbors created thereby. For this purpose, any statements that are not
statements of historical fact may be deemed to be forward-looking statements.
Those statements in this prospectus containing the words "believes",
"anticipates", "plans", "expects" and similar expressions constitute
forward-looking statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based on our
current expectations, assumptions, estimates and projections about our company
and the pharmaceutical and consumer packaged goods industries. All
forward-looking statements involve risks and uncertainties, including those
risks identified under "Risk Factors", many of which are beyond our control.
Although we believe that the assumptions underlying our forward-looking
statements are reasonable, any of the assumptions could be inaccurate and actual
results may differ from those indicated by the forward-looking statements
included in this prospectus, as more fully described under "Risk Factors". In
the light of the significant uncertainties inherent in the forward-looking
statements included in this prospectus, you should not consider the inclusion of
such information as a representation by us or anyone else that we will achieve
our objectives and plans. Moreover, we assume no obligation to update these
forward-looking statements to reflect actual results, changes in assumptions or
changes in other factors affecting such factor-looking statements.
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DENDRITE INTERNATIONAL, INC.
We are a leading worldwide supplier of a comprehensive range of sales
force software products and support services to the pharmaceutical industry. We
also supply our solutions to manufacturers of consumer packaged goods (that is,
branded, non-durable goods used by individual consumers).
Our executive offices are located at 1200 Mt. Kemble Avenue,
Morristown, N.J. 07960-6797. Our telephone number is (973) 425-1200.
RISK FACTORS
OUR BUSINESS IS HEAVILY DEPENDENT ON THE PHARMACEUTICAL INDUSTRY
Most of our sales force software products and support services are
currently used in connection with the marketing and sale of prescription-only
drugs. This market is undergoing a number of significant changes. These include:
o consolidations and mergers which may reduce the number of our
existing and potential customers;
o reclassification of formerly prescription-only drugs to permit
their over-the-counter sale;
o competitive pressures on our pharmaceutical customers resulting
from the continuing shift to delivery of healthcare through
managed care organizations; and
o changes in law, such as government mandated price reductions for
prescription-only drugs, that affect the healthcare systems in
countries where our customers and potential customers are
located.
We cannot assure you that we can respond effectively to any or all of
these and other changes in the marketplace. Our failure to do so could have a
material adverse effect on our business, operating results or financial
condition.
OUR QUARTERLY RESULTS OF OPERATIONS MAY FLUCTUATE
SIGNIFICANTLY AND MAY NOT MEET MARKET EXPECTATIONS
Our results of operations may vary from quarter to quarter due to
lengthy sales and implementation cycles for our products, our fixed expenses in
relation to our fluctuating revenues and variations in our customers' budget
cycles, each of which is discussed below. As a result, you should not rely on
quarter-to-quarter comparisons of our results of operations as an indication of
future performance. It is possible that in some future period our results of
operations may be below the expectations of the public market analysts and
investors. If this happens, the price of our common stock may decline.
o Our lengthy sales and implementation cycles make it difficult to
predict our quarterly revenues. The selection of a sales force
software product often entails an extended decision-making
process because of the strategic implications and substantial
costs associated with a customer's license of the software. Given
the importance of the decision, senior levels of management often
are involved and, in some instances, the board of directors may
be involved in this process. As a result, the decision-making
process for some of our larger customers can take six to twelve
months, although in some cases it may take even longer.
Accordingly, we cannot control or predict the timing of our
execution of contracts with customers.
In addition, for customers with large sales forces, an
implementation process of three to six months is customary before
the software is rolled out to a customer's sales force. However,
if a customer were to
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delay or extend its implementation process, our quarterly
revenues may decline below expected levels and could adversely
affect our results of operations.
o Our fixed costs may lead to fluctuations in our quarterly
operating results if revenues fall below expectations. We
establish our expenditure levels for product development, sales
and marketing and some of our other operating expenses based in
large part on our expected future revenues and anticipated
competitive conditions. In particular, we frequently add staff in
advance of new business to permit adequate time for training. If
the new business is subsequently delayed or canceled, we will
have incurred expenses without the associated revenue. In
addition, we may increase sales and marketing expenses if
competitive pressures become greater than we currently
anticipate. Since only a small portion of our expenses varies
directly with our actual revenues, our operating results and
profitability are likely to be adversely and disproportionately
affected if our revenues fall below expectations.
o Our business is affected by variations in our customers' budget
cycles. We have historically realized a greater percentage of our
license fees and service revenues in the second half of the year
than in the first half because, among other things, our customers
typically spend more of their annual budget authorization for
sales force software products and support services in the second
half of the year. However, the relationship between the amounts
spent in the first and second halves of the year may vary from
year to year and from customer to customer. In addition, changes
in our customers' budget authorizations may reduce the amount of
revenues we receive from the license of additional software or
the provision of additional services. As a result, our operating
results could be adversely affected.
OUR REVENUES WOULD DECLINE AND OUR BUSINESS WOULD BE
ADVERSELY AFFECTED BY THE LOSS OF ONE OF OUR CUSTOMERS
We derive a significant portion of our revenues from a limited number
of customers (considering all affiliates of each customer as part of that
customer). Approximately 49% of our total revenues in 1998 came from our top
three customers. Approximately 51% of our total revenues in 1997 came from our
top three customers. Approximately 50% of our total revenues in 1996 came from
our top three customers. We believe that the costs to our customers of switching
to a competitor's software product, or of taking significant system management
functions in-house, are substantial. Nevertheless, some of our customers have
switched, and in the future other customers may switch, to software products
and/or services offered by our competitors. If any of our major customers were
to make such a change, our business, operating results or financial condition
would be materially and adversely affected.
WE MAY BE UNABLE TO SUCCESSFULLY INTRODUCE NEW PRODUCTS
OR RESPOND TO TECHNOLOGICAL CHANGE
The market for sales force software products changes rapidly because of
frequent improvements in computer hardware and software technology. Our future
success will depend, in part, on our ability to:
o use available technologies and data sources to develop new
products and services and to enhance our current products and
services;
o introduce new solutions that keep pace with developments in our
target markets; and
o address the changing and increasingly sophisticated needs of our
customers.
We cannot assure you that we will successfully develop and market new
products or product enhancements that respond to technological advances in the
marketplace, or that we will do so in a timely fashion. We also cannot assure
you that our products will adequately and competitively address the needs of the
changing marketplace.
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Competition for software products has been characterized by shortening
product cycles. We may be materially and adversely affected by this trend if the
product cycles for our products prove to be shorter than we anticipate. If that
happens, our business, operating results or financial condition could be
adversely affected.
To remain competitive and to continue to develop and enhance products
acquired as part of our recent acquisitions, we also may have to spend more of
our revenues on product research and development than we have in the past. As a
result, our results of operations could be materially and adversely affected.
Further, our software products are technologically complex and may
contain previously undetected errors or failures. Such errors have occurred in
the past and we cannot assure you that, despite our testing, our new products
will be free from errors. Errors that result in losses or delays could have a
material adverse effect on our business, operating results or financial
condition.
WE ARE EXPOSED TO RISKS ASSOCIATED WITH THE YEAR 2000--
YEAR 2000 READINESS DISCLOSURE
DEMAND FOR OUR SOFTWARE PRODUCTS AND SERVICES MAY DECLINE BEFORE
AND AFTER THE YEAR 2000
A substantial amount of demand for our software may come from customers
in the process of replacing and upgrading software applications to accommodate
the change in date to the Year 2000. This demand may have contributed to our
1998 sales growth as well as our 1999 sales growth. Once customers have
completed these activities, we may experience a deceleration in revenue growth.
In addition, the expense and time associated with remediation efforts by
customers to address Year 2000 compliance problems for software products other
than ours may cause our customers to delay the purchase of, or reduce the amount
they spend on, our products and services, both before and after January 1, 2000.
Such reductions could have a material adverse effect on our business, operating
results or financial condition.
OUR YEAR 2000 REMEDIATION EFFORTS MAY NOT BE SUCCESSFUL
As part of the Year 2000 compliance plan, we have assessed the
readiness of our Internal Programs and Systems. We believe our Internal Programs
and Systems are substantially Year 2000 compliant. However, if additional
detects, including defects in hardware, are identified and the necessary
modifications and conversions are not made, or are not completed in a timely
manner, the Year 2000 problem could have a material adverse effect on our
business, operating results or financial condition.
WE MAY INCUR MATERIAL EXPENSES IN CONNECTION WITH ANY CLAIM RELATING TO
YEAR 2000 COMPLIANCE OF OUR OWN PRODUCTS OR THE PRODUCTS OF THIRD PARTIES
We believe the sales force software products that we currently offer to
our customers, prior to any customization, are Year 2000 compliant. We cannot
assure you, however, that our current products do not contain undetected errors
or defects associated with the Year 2000 date functionality that may result in
material costs to us.
Some of our older products will not, and some may not, accurately
process dates after December 31, 1999. To the extent any of these products are
still in use in 1999, we will continue to attempt to migrate our customers to
products that are Year 2000 compliant. We cannot assure you that this will
occur. A failure to migrate any customer to a product that is Year 2000
compliant could adversely affect our business, operating results or financial
condition. We may also experience increased expenses which we cannot recoup from
current customers in addressing their migration to software that is Year 2000
compliant. We may also incur additional expenses with remediating software
products of our current customers, including those customers of companies we
have recently acquired.
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In addition, some of our customers may attempt to hold us responsible
for Year 2000 compliance of hardware or software not supplied or created by us,
but used in conjunction with one or more of our products. For example, our
customers' computer hardware and software, with which our software must
interface, may not properly handle date information after the Year 2000 without
error or interruption.
INCREASED COMPETITION MAY RESULT IN PRICE REDUCTIONS
AND DECREASED DEMAND FOR OUR PRODUCTS AND SERVICES
We believe there are approximately ten other companies that sell sales
force software products and specifically target the pharmaceutical industry,
including:
o four competitors that are actively selling in more than one
country; and
o three competitors that also offer sales force support services.
We believe that most of our competitors offer sales force software
products and/or services that do not address the variety of customer needs that
our solutions address. However, these competing solutions may cost less than our
solutions. We also face competition from many vendors that market and sell sales
force software products in the consumer packaged goods market. In addition, we
also compete with various companies that provide support services similar to our
services. We believe our ability to compete depends on many factors, some of
which are beyond our control, including:
o the number and success of new market entrants supplying competing
sales force products or support services;
o expansion of product lines and/or service offerings by, or
consolidation among, our existing competitors; and
o development and/or operation of in-house sales force software
products or services by our customers and potential customers.
Some of our competitors and potential competitors are part of large
corporate groups and have longer operating histories and significantly greater
financial, sales, marketing, technology and other resources than we have. We
cannot assure you that we will be able to compete successfully with these
companies or that competition will not have a material adverse effect on our
business, operating results or financial condition.
SOME OF OUR CUSTOMERS RELY ON OUR COMPETITORS FOR MARKET DATA
Current market data on the sales of prescription-only pharmaceutical
products is an important element for the operation of our sales force software
products in the prescription-only pharmaceutical industry. Our customers use
this data to guide and organize their sales forces and marketing efforts. Some
of the leading purveyors of this market information compete with us either
directly or through affiliates or may compete with us in the future. If these
purveyors of market information require pharmaceutical companies to use their
sales force products and/or services, our business, operating results and
financial condition may be materially and adversely affected.
OUR INTERNATIONAL OPERATIONS HAVE RISKS
THAT OUR DOMESTIC OPERATIONS DO NOT
The sale of our products and services in foreign countries accounts
for, and is expected in the future to account for, a material part of our
revenues. These sales are subject to risks inherent in international business
activities, including:
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o any adverse change in the political or economic environments in
these countries;
o economic instability;
o any adverse change in tax, tariff, trade or other regulations;
o the absence or significant lack of legal protection for
intellectual property rights;
o exposure to exchange rate risk for service revenues which are
denominated in currencies other than U.S. dollars; and
o difficulties in managing an organization spread over various
jurisdictions.
OUR SUCCESS DEPENDS ON RETAINING OUR KEY SENIOR MANAGEMENT
TEAM AND ON ATTRACTING AND RETAINING QUALIFIED PERSONNEL
Our future success depends, to a significant extent, upon the
contributions of our executive officers and key sales, technical and customer
service personnel. Our future success also depends on our continuing ability to
attract and retain highly qualified technical and managerial personnel.
Competition for such personnel is intense. We have at times experienced
difficulties in recruiting qualified personnel and we may experience such
difficulties in the future. Any such difficulties could adversely affect our
business, operating results or financial condition.
OUR INABILITY TO MANAGE OUR GROWTH COULD ADVERSELY AFFECT OUR BUSINESS
To manage our growth effectively, we must continue to strength our
operational, financial and management information systems and expand, train and
manage our work force. However, we may not be able to do so effectively or on a
timely basis. Failure to do so could have a material adverse effect upon our
business, operating results or financial condition.
In addition, we have historically pursued and will continue to pursue
acquisitions of companies with complimentary businesses or products. We also
have entered and will continue to enter into strategic joint ventures and
alliances. There can be no assurance, however, that we will be able to identify
attractive opportunities or enter into any such transactions in the future. In
addition, as to completed acquisitions, there can be no assurance that we will
be able to integrate successfully the acquired entity into our operations. Among
other things, specific risks associated with such acquisitions include:
o possible adverse effects on the Company's operating results;
o diversion of management's attention;
o unanticipated liabilities or contingencies, including
unanticipated liabilities associated with Year 2000 compliance of
acquired companies and their customers; and
o possible inability to integrate service offerings, operations and
employees of acquired businesses.
OUR BUSINESS DEPENDS ON PROPRIETARY TECHNOLOGY THAT
WE MAY NOT BE ABLE TO PROTECT COMPLETELY
We rely on a combination of trade secret, copyright and trademark laws,
non-disclosure and other contractual agreements and technical measures to
protect our proprietary technology. We cannot assure you that the steps we take
will prevent misappropriation of this technology. Further, protective actions we
have taken or will take in the future may not
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prevent competitors from developing products with features similar to our
products. In addition, effective copyright and trade secret protection may be
unavailable or limited in certain foreign countries. We have, on occasion, in
response to a request by our customer, entered into agreements which require us
to place our source code in escrow to secure our service and maintenance
obligations.
Further, we believe that our products and trademarks do not infringe
upon the proprietary rights of third parties. However, third parties may assert
infringement claims against us in the future that may result in the imposition
of damages or injunctive relief against us. In addition, any such claims may
require us to enter into royalty arrangements. Any of these results could
materially and adversely affect our business, operating results or financial
condition.
UNIQUE CHARACTERISTICS OF THE CONSUMER PACKAGED GOODS MARKET
We market and sell sales force software products and support services
to companies in the consumer packaged goods market. The selling environment in
this market has unique characteristics that differentiate it from the
pharmaceutical market. In addition, we believe that the consumer packaged goods
market is composed of sub-markets, each of which may have unique
characteristics. Accordingly, we cannot assure you that we will be able to
replicate in this market the success we have achieved in the ethical
pharmaceutical market.
PROVISIONS OF OUR CHARTER DOCUMENTS AND NEW JERSEY LAW
MAY DISCOURAGE AN ACQUISITION OF DENDRITE
Provisions of our Restated Certificate of Incorporation, our By-laws
and New Jersey law may make it more difficult for a third party to acquire us.
For example, the board of directors may, without the consent of the
stockholders, issue preferred stock with rights senior to those of the common
stock.
OUR COMMON STOCK MAY BE SUBJECT TO PRICE FLUCTUATIONS
The market price of our common stock may be significantly affected by
the following factors:
o the announcement or the introduction of new products by us or our
competitors;
o quarter-to-quarter variations in our operating results and
changes in earnings estimates by analysts;
o market conditions in the technology, healthcare and other growth
sectors; and
o general consolidation in the healthcare information industry
which may result in the market perceiving us or other comparable
companies as potential acquisition targets.
Further, the stock market has experienced on occasion extreme price and
volume fluctuations. The market prices of the equity securities of many
technology companies have been especially volatile and often have been unrelated
to the operating performance of such companies. These broad market fluctuations
may have a material adverse effect on the market price of our common stock.
WHERE YOU CAN FIND MORE INFORMATION
AVAILABLE INFORMATION
We are subject to the informational requirements of the Exchange Act,
and, in accordance therewith, file reports, proxy statements and other
information with the Commission. You may read and copy all or any portion of the
Registration
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Statement or any reports, statements or other information we file at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Room 1024,
Judiciary Plaza, Washington, D.C. 20549, as well as the Commission's Regional
Offices at 7 World Trade Center, Suite 1300, New York, New York 10045 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60611.
You can request copies of these documents, upon payment of a duplicating fee, by
writing to the Commission. Please call the Commission at 1-800-SEC-0330 for
further information on the operation of the Public Reference Rooms. Our
Commission filings, including the Registration Statement, are also available to
you on the Commission Internet site (http://www.sec.gov). Our common stock is
quoted on the Nasdaq National Market. Reports, proxy and information statements
and other information concerning our company can also be inspected at the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006. We will provide without charge to each person to whom
this prospectus has been delivered, upon written or oral request of such person,
a copy (without exhibits other than exhibits specifically incorporated by
reference) of any or all documents incorporated by reference into this
prospectus. Requests for such copies should be directed to 1200 Mt. Kemble
Avenue, Morristown, New Jersey 07960-6797, Attention: Secretary, telephone
number (973) 425-1200. We have filed with the Commission a Registration
Statement on Form S-3 (including all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with respect to the common
stock offered hereby. This prospectus, which constitutes a part of the
Registration Statement, omits certain of the information contained in the
Registration Statement and the exhibits and schedules thereto on file with the
Commission pursuant to the Securities Act and the rules and regulations of the
Commission thereunder. For further information about us and our common stock,
reference is made to the Registration Statement and the exhibits and schedules
thereto. Statements contained in this prospectus regarding the contents of any
agreement or other document filed as an exhibit to the Registration Statement
are not necessarily complete, and in each instance reference is made to the copy
of such agreement filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by us with the Commission pursuant to the
Exchange Act are incorporated by reference herein and made a part hereof:
o Annual Report on Form 10-K for the fiscal year ended December 31,
1998 (except for Items 6, 7 and 8, which have been restated and
superseded as a result of the acquisition of CorNet
International, Ltd. by Items 5(b) and 5(c) of our June 30, 1999
Quarterly Report and which are therefore not incorporated by
reference).
o Definitive proxy statement dated April 16, 1999 for the 1999
Annual Meeting of Shareholders.
o Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1998, June 30, 1999 and September 30, 1999 (our June
30, 1999 Quarterly Report includes a restatement of our
consolidated financial statements as of December 31, 1997 and
1998 and for each of the three years in the period ended December
31, 1998, restated to reflect the acquisition of CorNet
International, Ltd.).
o Current Report on Form 8-K, filed with the Commission on June 2,
1999.
o The description of our common stock contained in registration
statement on Form S-3 (File No. 333-71337), including any
amendment or report filed with the Commission for the purpose of
updating the description.
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All documents we have filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of the Registration Statement
of which this prospectus forms a part and prior to the termination of the
offering of the common stock made hereby shall be deemed incorporated by
reference in this prospectus 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 herein by reference, or contained in this prospectus, shall be
deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be
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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 prospectus.
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SELLING STOCKHOLDERS
The table below sets forth the beneficial ownership of our common stock
by the selling stockholders as of the date of this prospectus and following the
sale of shares of common stock offered hereby. Except as indicated herein, and
as provided by applicable community property laws, the persons named in the
table have sole voting and investment power with respect to all shares of common
stock.
The applicable percentage of ownership prior to completion of the
offering is based on 38,386,002 shares of common stock outstanding as of
September 30, 1999, as adjusted to reflect the 3 for 2 stock split effective
October 8, 1999.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "Commission"). For purposes of
calculating beneficial ownership, common stock subject to options currently
exercisable or exercisable on or prior to 60 days after the date of this
prospectus are deemed outstanding for computing the percentage ownership of the
person holding such options, but are not deemed outstanding for computing the
percentage ownership of any other person.
Mr. De Pelsmaeker has been a general manager for Dendrite Belgium S.A.,
a subsidiary of Dendrite, since July 1998. The remainder of the selling
shareholders acquired their shares as a result of our acquisition in 1999 of all
outstanding stock of CorNet International, Ltd. and Marketing Management
International; while Messrs. Revitt, Berry and Rennekamp and Mss. Patricia
Kennedy, Dehaven and Shoemaker are officers or employees of SalesPlus/CorNet, a
subsidiary of Dendrite, none of the selling shareholders other than Mr. De
Pelsmaeker have continuing any material relationship with us.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
BEFORE OFFERING NUMBER OF AFTER OFFERING
------------------------- SHARES TO -------------------------
NAME OF SELLING STOCKHOLDER NUMBER PERCENTAGE BE OFFERED NUMBER PERCENTAGE
- --------------------------- ------ ---------- ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Geert De Pelsmaeker 71,076 * 51,076 20,000 *
MMI Holdings Inc. 158,490 * 79,245 79,245 *
Kendryx Enterprises LP 753,924 1.96% 753,924 0 *
John B. Kennedy 679,699 1.77% 679,699 0 *
Bernard F. Kennedy 206,718 * 206,718 0 *
Deborah Lancaster 206,718 * 206,718 0 *
Patricia H. Kennedy 74,225 * 74,225 0 *
Peter A. Reckert 63,999 * 63,999 0 *
Christopher Koehler 53,333 * 53,333 0 *
Peter Fenner 42,666 * 42,666 0 *
Sean Kennedy 36,913 * 36,913 0 *
Kevin B. Kennedy 36,913 * 36,913 0 *
Frank C. Revitt 21,767 * 21,767 0 *
Matthew Berry 10,667 * 10,667 0 *
Hilda J. Hendryx 5,596 * 5,596 0 *
William Kennedy 3,819 * 3,819 0 *
Arthur J. Kennedy 3,819 * 3,819 0 *
Madelaine Gardner 3,819 * 3,819 0 *
Susan H. Hendryx 3,819 * 3,819 0 *
Susan Coursen 1,984 * 1,984 0 *
Morris Noretsky 1,778 * 1,778 0 *
Kim Wyler 1,717 * 1,717 0 *
Shelly M. Dehaven 1,511 * 1,511 0 *
Maria Alessi 1,127 * 1,127 0 *
Gerard Rennekamp 860 * 860 0 *
David Escalante 711 * 711 0 *
Johanna Shoemaker 711 * 711 0 *
Regina Killian 533 * 533 0 *
Shane Waters 412 * 412 0 *
Jay Haines 356 * 356 0 *
Asif Rajwani 356 * 356 0 *
Cheryl Tutrone 356 * 356 0 *
<FN>
* Less than 1% of the outstanding shares of common stock.
</FN>
</TABLE>
-11-
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders and their pledgees, donees, transferees or
other successors in interest may offer and sell, from time to time, some or all
of the shares of common stock covered by this prospectus. We have registered the
shares of common stock covered by this prospectus for offer and sale by the
selling shareholders so that those shares may be freely sold to the public by
them. Registration of the shares of common stock covered by this prospectus does
not mean, however, that those shares necessarily will be offered or sold. We
will not receive any proceeds from any sale by the selling shareholders of the
securities. We will pay all costs, expenses and fees in connection with the
registration of those shares of common stock, including fees of our counsel and
accountants, fees payable to the Commission, listing fees, and the reasonable
fees and disbursements of one law firm selected as counsel for the selling
shareholders in connection with the registration. We estimate those fees and
expenses to be approximately $60,000. The selling shareholders will pay all
underwriting discounts and commissions and similar selling expenses, if any,
attributable to the sale of the shares of common stock covered by this
prospectus.
The selling shareholders, including their pledgees, donees, transferees
or other successors in interest, may sell the shares of common stock covered by
this prospectus from time to time at market prices prevailing at the time of
sale, at prices related to market prices, at a fixed price or prices subject to
change or at negotiated prices, by a variety of methods including the following:
o in privately negotiated transactions;
o through broker-dealers, who may act as agents or principals;
o in a block trade in which a broker-dealer will attempt to sell a
block of shares of common stock as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
o through one or more underwriters on a firm commitment or
best-efforts basis;
o directly to one or more purchasers;
o through agents;
o through option transactions, forward contracts, equity swaps or
other derivative transactions relating to the securities;
o through short sales of the securities; and
o in any combination of the above.
As described above, the selling shareholders may enter into hedging
transactions with broker-dealers or other financial institutions. In connection
with such transactions, broker-dealers or other financial institutions may
engage in short sales of our common stock in the course of hedging the positions
they assume with the selling shareholders. The selling shareholders may also
enter into options or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealer or other financial
institution of shares of common stock covered by this prospectus, which shares
such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
In effecting sales, brokers or dealers engaged by the selling
shareholders may arrange for other brokers or dealers to participate.
Broker-dealer transactions may include:
-12-
<PAGE>
o purchases of the shares of common stock by a broker-dealer as
principal and resales of the shares of common stock by the
broker-dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions; or
o transactions in which the broker-dealer solicits purchasers.
At any time a particular offer of the shares of common stock covered by
this prospectus is made, a revised prospectus or prospectus supplement, if
required, will be distributed which will set forth the aggregate amount of
shares of common stock covered by this prospectus being offered and the terms of
the offering, including the name or names of any underwriters, dealers, brokers
or agents, any discounts, commissions, concessions and other items constituting
compensation from the selling shareholders and any discounts, commissions or
concessions allowed or reallowed or paid to dealers. Such prospectus supplement,
and, if necessary, a post-effective amendment to the registration statement of
which this prospectus is a part, will be filed with the Commission to reflect
the disclosure of additional information with respect to the distribution of the
shares of common stock covered by this prospectus.
In connection with the sale of the shares of common stock covered by
this prospectus through underwriters, underwriters will receive compensation in
the form of underwriting discounts or commissions and may also receive
commissions from purchasers of shares of common stock for whom they may act as
agent. Underwriters may sell to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent.
The common stock is quoted in the NASDAQ National Market System under
the symbol "DRTE".
The selling shareholders and any underwriters, broker-dealers or agents
participating in the distribution of the shares of common stock covered by this
prospectus may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, and any profit on the sale of the securities by the
selling shareholders and any discounts or commissions received by any of those
underwriters, broker-dealers or agents may be deemed to be underwriting
commissions under the Securities Act of 1933.
We have agreed to indemnify the selling shareholders (other than Mr. De
Pelsmaeker and MMI Holdings, Inc.) and each person or entity which participates
as or may be deemed to be an underwriter in the offering or sale of those
selling shareholders' shares of common stock against certain liabilities (and to
contribute to payments in respect of those liabilities), including liabilities
arising under the Securities Act of 1933. The selling shareholders may agree to
indemnify any agent or broker-dealer that participates in transactions involving
offers or sales of the shares of common stock covered by this prospectus against
certain liabilities, including liabilities arising under the Securities Act of
1933.
Some of the shares of common stock covered by this prospectus may be
sold in private transactions or under Rule 144 under the Securities Act of 1933
rather than pursuant to this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from any sales of the shares.
VALIDITY OF COMMON STOCK
The validity of the common stock offered thereunder has been passed
upon for us by Sullivan & Cromwell, New York, New York.
-13-
<PAGE>
EXPERTS
Our consolidated financial statements as of December 31, 1997 and 1998
and for each of the three years in the period ended December 31, 1998,
incorporated by reference in this prospectus and elsewhere in the Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
in this prospectus in reliance upon the authority of Arthur Andersen LLP as
experts in giving these reports.
The financial statements of CorNet International, Ltd. as of December
31, 1997 and 1998 and for each of the three years in the period ended December
31, 1998, are incorporated by reference herein and in the Registration Statement
in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
-14-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses of the issuance and
distribution of the securities being registered, all of which will be paid by
the Registrant.
Commission registration fee ... $20,467
Nasdaq National Market fee .... 0
Printing and engraving expenses 0
Legal fees and expenses ....... $38,000
Miscellaneous ................. $ 1,533
Total .................... $60,000
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 14A:3-5 of the New Jersey Business Corporation Act (the
"NJBCA") gives the Registrant power to indemnify each of its directors and
officers against expenses and liabilities in connection with any proceeding
involving him by reason of his being or having been a director or officer if (a)
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Registrant and (b) with respect to any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. However, in a proceeding by or in the right of the Registrant, there
shall be no indemnification in respect of any liabilities or expenses if the
officer or director shall have been adjudged liable to the Registrant unless the
court in such proceeding determines he is entitled to indemnity 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 acts or omissions (a)
were in breach of his duty of loyalty to the Registrant and its stockholders,
(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 Registrant or its stockholders in connection with a matter
in which he has a material conflict of interest. If a director or officer is
successful in a proceeding, the statute mandates that the Registrant indemnify
him against expenses.
The Registrant's Restated Certificate of Incorporation, as permitted by
New Jersey law, eliminates the personal liability of the directors and officers
to the Registrant or its stockholders 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 corporation or its stockholders,
(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
Registrant's Restated 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 Registrant and
with respect to criminal proceedings if the director had no reasonable cause to
believe his or her conduct was unlawful. The Registrant believes that the
protection provided by these provisions will help the Registrant attract and
retain qualified individuals to serve as officers and directors. These
provisions also will limit the remedies available to a stockholder who is
dissatisfied with a Board decision protected by these provisions, and such
stockholder's only remedy may be to bring a suit to prevent the Board's action.
The Registrant maintains a directors and officers liability insurance
policy.
As of October 28, 1998, the Registrant entered into an Indemnification
Agreement with each Director of the Registrant, providing that, with certain
exceptions, the Registrant 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,
II-1
<PAGE>
the Indemnification Agreement provides that the Registrant 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 threatened 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 Registrant.
ITEM 16. EXHIBITS
(a) Exhibits. Attached hereto are the following exhibits:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------------------------------------
5.1 Opinion of Sullivan & Cromwell
23.1 Consent of Sullivan & Cromwell (included as part of
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, independent
public accountants
23.3 Consent of KPMG LLP
24 Power of Attorney
ITEM 17. UNDERTAKINGS
The 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:
(a) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (as amended, and together with the
rules and regulations thereunder, the "Securities Act");
(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total value of securities offered
would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent
change in the maximum offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(c) 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;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (as amended, and
together with the rules and regulations thereunder, the "Securities
Exchange Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise (other than pursuant to insurance), the Registrant has been
advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and may,
therefore, be 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 and other than insurance payments) is
asserted by such director, officer or controlling person in connection
with the securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Harding, State of New Jersey on the 19th day of
November, 1999.
DENDRITE INTERNATIONAL, INC.
By: /s/ John E. Bailye
-------------------------------------
John E. Bailye
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John E. Bailye, George T. Robson and
Christopher J. French, and each of them as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
or a Registration Statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully to all
extents and purposes as they might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 19th day of November, 1999.
NAME TITLE
- ------------------------------------- ----------------------------------------
/s/John E. Bailye
- ------------------------------------
John E. Bailye Chief Executive Officer, President and
Chairman (Principal Executive Officer)
/s/George T. Robson
- ------------------------------------
George T. Robson Senior Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)
/s/Bernard M. Goldsmith
- ------------------------------------
Bernard M. Goldsmith Director
/s/Edward J. Kfoury
- ------------------------------------
Edward J. Kfoury Director
/s/Paul A. Margolis
- ------------------------------------
Paul A. Margolis Director
/s/John H. Martinson
- ------------------------------------
John H. Martinson Director
/s/Terence H. Osborne
- ------------------------------------
Terence H. Osborne Director
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Location
- -------- --------------------------------------------------- -------------------------------
<S> <C> <C>
5.1 Opinion of Sullivan & Cromwell Filed herewith.
23.1 Consent of Sullivan & Cromwell Included in Exhibit 5.1.
23.2 Consent of Arthur Andersen LLP, independent public Filed herewith.
accountants
23.3 Consent of KPMG LLP Filed herewith
24 Power of Attorney Included in signature pages
of this Registration Statement.
</TABLE>
Exhibit 5.1
<TABLE>
<S> <C>
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC) 125 Broad Street, New York 10004-2498
CABLE ADDRESS: LADYCOURT, NEW YORK __________
FACSIMILE: (212) 558-3588 (125 Broad Street)
1701 PENNSYLVANIA AVE, N.W., WASHINGTON, D.C. 20006-5805
1888 CENTURY PARK EAST, LOS ANGELES 90067-1725
8, PLACE VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI 1-CHOME, CHIYODA-KU, TOKYO 100
NINE QUEEN'S ROAD, CENTRAL, HONG KONG
OBERLINDAU 54-56, 60323 FRANKFURT AM MAIN
</TABLE>
November 19, 1999
Dendrite International, Inc.,
1200 Mount Kemble Avenue,
Morristown, NJ 07960-6797.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 2,351,354 shares (the "Securities") of common stock, without par
value, of Dendrite International, Inc., a New Jersey corporation (the
"Company"), 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:
(1) The Securities have been validly issued and are fully paid and
nonassessable.
The foregoing opinion is limited to the laws of the State of New
Jersey, 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.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
Common Stock" in the Prospectus. 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,
/s/ Sullivan & Cromwell
-2-
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-3 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.
/s/Arthur Andersen LLP
Philadelphia, Pa., Arthur Andersen LLP
November 17, 1999
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference of our report dated
February 16, 1999 in this Form S-3 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., and to the
reference to our firm under the heading "Experts" in this prospectus.
/s/KPMG LLP
KPMG LLP
Allentown, Pennsylvania
November 19, 1999
