As filed with the Securities and Exchange Commission on October 12, 1999
Registration No. 333-35701
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 3 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 of Principal Executive Offices) (Zip Code)
Dendrite International, Inc. 1997 Stock Incentive Plan, as amended
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(Full Title of the Plan)
Christopher J. French, Esq.
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)
Copy to:
William J. Thomas, Esq.
Buchanan Ingersoll Professional Corporation
500 College Road East
Princeton, NJ 08540
(609) 987-6800
<PAGE>
<TABLE>
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CALCULATION OF REGISTRATION FEE
===============================================================================================================
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount Of
Title Of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered(1)(2) Per Share Offering Price Fee
- - ---------------------------------------------------------------------------------------------------------------
Common Stock, no par value per share:
<S> <C> <C> <C> <C>
Issuable pursuant to options to be granted
under the 1997 Stock Incentive Plan, as
amended.................................... 700,800 $29.50(3) $20,673,600(3) $ 5,788.61
Issued pursuant to options previously
granted under the 1997 Stock Incentive
Plan, as amended........................... 1,549,200 $16.99(4) $26,320,908(4) $ 7,369.85
- - ---------------------------------------------------------------------------------------------------------------
TOTAL 2,250,000 $46,994,508 $13,158.46
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</TABLE>
(1) Does not include 3,750,000 shares of Common Stock issuable upon the
exercise of options granted under the 1997 Stock Incentive Plan, as
amended, which were previously registered pursuant to the Registration
Statement on Form S-8 filed on September 16, 1997 (Registration No.
333-35701), and as amended on November 10, 1997 and April 21, 1998. The
Company paid a filing fee of $4,278 to register such shares.
(2) The number of shares underlying such options and the price per share
of the Registrant's Common Stock reflect the three-for-two forward stock
split declared by the Registrant on September 13, 1999, with respect to
shareholders of record as of September 23, 1999, and which became effective
on the Nasdaq National Market on October 8, 1999.
(3) Pursuant to Rule 457(c) and Rule 457(h), these prices are estimated
solely for the purpose of calculating the registration fee and are based
upon the average of the high and low price per share of the Registrant's
Common Stock as reported on the Nasdaq National Market on October 6, 1999.
(4) Pursuant to Rule 457(h), these prices are calculated based on the
weighted average exercise price of $16.99 per share covering 1,549,200
shares subject to options granted under the 1997 Stock Incentive Plan, as
amended.
---------------
2
<PAGE>
EXPLANATORY NOTE
This post-effective Amendment No. 3 to the Registration Statement on Form
S-8, Registration No. 333-35701 (the "Registration Statement"), has been filed
by Dendrite International, Inc., a New Jersey corporation (the "Company"), in
order to register an additional 2,250,000 shares of Common Stock, on a
post-split adjusted basis, issuable upon the exercise of options granted under
the 1997 Stock Incentive Plan, as amended (the "1997 Plan"). Pursuant to the
Securities Act of 1933, as amended (the "Act"), the Company registers these
securities in addition to securities of the same class previously registered on
the initial Registration Statement, and Amendment No. 1 and Amendment No. 2 to
such Registration Statement, each filed with the Securities and Exchange
Commission on September 16, 1997, November 10, 1997 and April 21, 1999,
respectively (the "Prior Registration Statements"), relating to the 1997 Plan
and, in accordance with General Instruction E to Form S-8, the contents of the
Prior Registration Statements are incorporated by reference herein.
Requests for documents which have been incorporated in the Section 10(a)
Prospectus by reference, along with any other documents required to be delivered
to employees pursuant to Rule 428(b) of the Act should be directed to
Christopher J. French, Esq., Vice President, General Counsel and Secretary,
Dendrite International, Inc., 1200 Mount Kemble Avenue, Morristown, New Jersey
07960-6797. Telephone requests may be directed to (973) 425-1200.
In accordance with General Instruction E to Form S-8, the following
exhibits are filed herewith:
Exhibit
Number Description
------ -----------
5 Opinion of Buchanan Ingersoll Professional Corporation.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Buchanan Ingersoll Professional Corporation
(contained in the opinion filed as Exhibit 5).
24 Power of Attorney (Incorporated by reference to Exhibit 24.1
to the Company's Registration Statement on Form S-8
(Registration No. 333-35701)).
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment
No. 3 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Harding, State of New
Jersey, on this 12th day of October, 1999.
DENDRITE INTERNATIONAL, INC.
By: /s/John E. Bailye
--------------------------------
John E. Bailye
Chief Executive Officer, President and
Director
4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 3 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ John E. Bailye Chief Executive Officer, October 12, 1999
- - ---------------------------
John E. Bailye President and Director
(Principal Executive
Officer)
/s/George T. Robson Senior Vice President and October 12, 1999
- - ---------------------------
George T. Robson Chief Financial Officer
(Principal Financial
Officer)
* Director October 12, 1999
- - ---------------------------
Bernard M. Goldsmith
* Director October 12, 1999
- - ---------------------------
Edward J. Kfoury
* Director October 12, 1999
- - ---------------------------
Paul A. Margolis
* Director October 12, 1999
- - ---------------------------
John H. Martinson
* Director October 12, 1999
- - ---------------------------
Terence H. Osborne
* By his signature set forth below, the undersigned attorney-in-fact, pursuant
to duly authorized powers of attorney filed with the Securities and Exchange
Commission, has signed this Amendment No. 3 to the Registration Statement on
behalf of the persons indicated.
By: /s/ John E. Bailye
-----------------------
John E. Bailye,
Attorney-in-Fact
5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5 Opinion of Buchanan Ingersoll Professional Corporation.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Buchanan Ingersoll Professional Corporation
(contained in the opinion filed as Exhibit 5).
24 Power of Attorney (Incorporated by reference to Exhibit 24.1
to the Company's Registration Statement on Form S-8
(Registration No. 333-35701)).
6
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
(Incorporated in Pennsylvania)
Attorneys
500 College Road East
Princeton, New Jersey 08540
October 8, 1999
Dendrite International, Inc.
1200 Mount Kemble Avenue
Morristown, New Jersey 07960-6797
Gentlemen:
We have acted as counsel to Dendrite International, Inc., a New Jersey
corporation (the "Company"), in connection with the filing by the Company of a
post-effective Amendment No. 3 to the Company's Registration Statement on Form
S-8, (Registration No. 333-35701) (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), relating to the registration of
an additional 2,250,000 shares (the "Shares") of the Company's common stock, no
par value (the "Common Stock"), to be offered by the Company to its employees,
officers, directors and consultants under the 1997 Stock Incentive Plan, as
amended (the "1997 Plan"). On each of September 16, 1997, November 10, 1997 and
April 21, 1998, the Company filed its initial Registration Statement, and
Amendment No. 1 and Amendment No. 2 to such Registration Statement,
respectively, with the Securities and Exchange Commission in order to, among
other things, register under the Act an aggregate of 3,750,000 shares of Common
Stock reserved for issuance upon the exercise of stock options granted under the
1997 Plan. On May 11, 1999, the shareholders of the Company adopted an amendment
to the 1997 Plan which increased the number of shares of Common Stock reserved
for issuance upon the exercise of options granted under the 1997 Plan from
3,750,000 to 6,000,000 shares. The numbers of shares of Common Stock underlying
options stated herein reflect the three-for-two forward stock split declared by
the Company on September 13, 1999, with respect to shareholders of record as of
September 23, 1999, and which became effective on the Nasdaq National Market on
October 8, 1999.
In connection with the post-effective amendment to the Registration
Statement, we have examined such corporate records and documents, other
documents, and such questions of law as we have deemed necessary or appropriate
for purposes of this opinion. On the basis of such examination, it is our
opinion that:
1. The issuance of the Shares in accordance with the terms of the 1997
Plan has been duly and validly authorized; and
2. The Shares, when issued, delivered and sold in accordance with the
terms of the 1997 Plan and the stock options, or other instruments
authorized by such 1997 Plan, granted or to be granted thereunder,
will be legally issued, fully paid and non-assessable.
<PAGE>
Dendrite International, Inc.
October 8, 1999
Page Two
We hereby consent to the filing of this opinion as Exhibit 5 to the
post-effective Amendment No. 3 to the Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
(Incorporated in Pennsylvania)
By: /s/William J. Thomas
-------------------------------------
William J. Thomas
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 on item 5 of Dendrite International, Inc.'s Form 10-Q filed
August 16, 1999.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.
October 5, 1999
CONSENT OF KPMG LLP
The 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 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 for the
years in the three-year period ended December 31, 1998, which are not presented
herein.
KPMG LLP
Allentown, Pennsylvania
October 8, 1999
