As filed with the Securities and Exchange Commission on June 29, 1999
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Dendrite International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation or Organization)
22-2786386
(I.R.S. Employer Identification Number)
1200 Mount Kemble Avenue, Morristown, New Jersey 07960-6797
Telephone: (973) 425-1200
(Address of Principal Executive Offices) (Zip Code)
1994 Incentive and Non-Qualified Stock Option Plan
of CorNet International, Ltd.
(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
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to be Registered Registered Per Share(1) Offering Price(2) Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 213,149 $16.45 $435,271.22 $121.01
</TABLE>
- ----------------
(1) The maximum offering price per share varies due to differing exercise
prices. $16.45 is the highest exercise price of the securities being
registered.
(2) Pursuant to Rule 457(h), the proposed maximum aggregate offering price
was calculated by multiplying the amount of securities being registered by
their respective exercise prices.
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 of such Act.
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"),
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 Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1999 filed with the Commission May 17, 1999.
3. The description of the Company's Common Stock, no par value
("Common Stock") contained in the Company's Registration Statement on Form
8-A filed with the Commission on May 24, 1995.
4. The description of the Common Stock contained in the Company's
Amendment No. 1 to the Registration Statement on Form 8-A filed with the
Commission on June 9, 1995.
5. The description of the Common Stock contained in the Company's
Amendment No. 2 to the Registration Statement on Form 8-A filed with the
Commission on June 21, 1995.
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 shares of Common Stock
offered hereby have been sold or which deregisters all such shares then
remaining unsold, 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.
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 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 Company 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 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 he 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 acts or omissions (a) were in
breach of his duty of loyalty to the Company 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 Company 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
Company indemnify him 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
corporation 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 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 Company and with respect to
criminal proceedings if the director 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 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 Company maintains a directors' and officers' liability insurance
policy.
Item 7. Exemption from Registration Claimed
Not Applicable.
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 July 30, 1996 Quarterly Report on Form 10-Q, filed
with the Commission on August 15, 1996).
3.2 By-laws of the Company, as amended (incorporated herein 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 Specimen of Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1
filed with the Commission on May 17, 1995).
4.2 The 1994 Incentive and Non-Qualified Stock Option Plan of CorNet
International, Ltd (the "Stock Option Plan") dated July 1, 1994.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom, LLP as to the
validity of Common Stock, no par value, issued under the Stock
Option Plan.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom, LLP (contained
in Exhibit 5.1 attached hereto).
23.2 Consent of Arthur Andersen LLP, independent public accountants.
24.1 Power of Attorney is included in the signature page of the
Registration Statement.
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 securities
offered therein, and the offering of such securities 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 securities 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 securities offered therein, and the offering of
such securities 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 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 Act and will be governed by the
final adjudication of such issue.
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 29th day of June, 1999.
DENDRITE INTERNATIONAL, INC.
By : /s/ Christopher J. French
Christopher J. French
Vice President, General Counsel
and Secretary
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John E. Baily, George T.
Robson and Christopher J. French, and each of them acting individually, as
his attorneys-in-fact and agents, each with full power of substitution, for
him in any and all capacities, to sign the Registration Statement on Form
S-8 of Dendrite International, Inc. and any and all amendments thereto
under the Securities Act of 1933, including any and all pre-effective or
post-effective amendments, and to file the same, with 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 in and about the premises, as fully as he might or
could do in person, and hereby ratifies, approves and confirms all that his
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant
to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated:
Name Title Date
---- ----- ----
/s/ John E. Bailye Chief Executive Officer, June 29, 1999
- ------------------------- President and Director
John E. Bailye
/s/ George T. Robson Senior Vice President and June 29, 1999
- ------------------------- Chief Financial Officer
George T. Robson
/s/ Bernard M. Goldsmith Director June 29, 1999
- -------------------------
Bernard M. Goldsmith
/s/ John H. Martinson Director June 29, 1999
- -------------------------
John H. Martinson
/s/ Paul A. Margolis Director June 29, 1999
- -------------------------
Paul A. Margolis
/s/ Edward J. Kfoury Director June 29, 1999
- -------------------------
Edward J. Kfoury
/s/ Terence H. Osborne Director June 29, 1999
- -------------------------
Terence H. Osborne
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 June 30, 1996 Quarterly Report on Form 10-Q,
filed with the Commission on August 15, 1996).
3.2 By-laws of the Company, as amended (incorporated herein 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 Specimen of Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1
filed with the Commission on May 17, 1995).
4.2 The 1994 Incentive and Non-Qualified Stock Option Plan of
CorNet International, Ltd. dated July 1, 1994.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom, LLP as to the
validity of the Common Stock issued under the Stock Option
Plan.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom, LLP (contained
in Exhibit 5.1 attached hereto).
23.2 Consent of Arthur Andersen LLP, independent public accountants.
24.1 Power of Attorney is included in the signature page of the
Registration Statement.
EXHIBIT 4.2
INCENTIVE AND NON-QUALIFIED
STOCK OPTION PLAN
ARTICLE I
PURPOSE
This 1994 STOCK OPTION PLAN (the "Plan") is intended as an incentive to
improve the performance and encourage the continued employment of eligible
employees of CorNet International Ltd. (the "Company") participating in the
Plan, by means of increasing their proprietary interest in the Company's
long-term success through stock ownership and by affording them the
opportunity for additional compensation related to the value of the
Company's stock.
The word "Company", when used in the Plan with reference to
employment, shall include subsidiaries of the Company, within the meaning
of Section 425(f) of the internal Revenue Code of 1986, as it may be
amended from time to time (the "Code").
It is intended that certain options granted under the Plan will
qualify as "incentive stock options" under Section 422A of the Code.
ARTICLE II
ADMINISTRATION
The Plan shall be administered by a Stock Option Committee (the
"Committee") appointed by the Board of Directors of the Company (the
"Board") from among its members and shall consist of not less than three
members thereof who are (and shall remain Committee members only so long as
they remain) "disinterested persons" as defined in Rule 16b-3 under the
Securities Exchange Act of 1934 (the "Exchange Act")
Subject to the provisions of the Plan, the Committee shall have sole
authority in its absolute discretion: (a), to determine which of the
eligible employees of the Company shall be granted options; (b) to
authorize the granting of both incentive stock options and nonqualified
stock options; (c) to determine the times when options shall be granted and
the number of shares to be subject to options; (d) to determine the option
price of the shares subject to each option, which price shall be not less
than the minimum specified in ARTICLE V hereof, (e) to determinations the
time or times when each option becomes exercisable, the duration of the
exercise period and any other restrictions on the exercise of options
issued hereunder; (f) to prescribe the form or forms of the option
agreements under the Plan (which forms shall be consistent with the terms
of the Plan but need not be identical and may contain such terms as the
Committee may deem appropriate to carry out the purposes of the Plan, the
rules and regulations and the option agreements under the Plan and to make
all other determinations deemed necessary or advisable for the
administration of the Plan. AR decisions, determinations and
interpretations of the Committee shall be final and binding on all
optionees.
ARTICLE III
STOCK
The stock to be subject to options granted under the Plan shall be
shares of authorized but unissued Common Stock of the company or previously
issued shares of Common Stock reacquired by the Company and held in its
treasury (the "Stock"). Under the Plan the total number of shares of Stock
which may be purchased pursuant to options granted hereunder shall not
exceed in the aggregate, One Hundred and Fifty Thousand, (150,000) shares,
except as such number of shares shall be adjusted in accordance with the
provisions of ARTICLE X hereof.
The number of shares of Stock available for grant of options under
the Plan shall be decreased by the sum of the number of shares with respect
to which options have been issued and are then outstanding and the number
of shares issued upon exercise of options. In the event that any
outstanding option under the Plan for any reason expires, is terminated or
is canceled prior to the end of the period during which options may be
granted, the shares of Stock called for by the unexercised portion of such
option may again be subject to an option under the Plan.
ARTICLE IV
ELIGIBILITY OF PARTICIPANTS
Any person regularly employed by the Company on a full-time, salaried
basis, including officers and other key employees of the Company (but
excluding any person who is a member of the Committee), shall be eligible
to participate in the Plan.
ARTICLE V
OPTION PRICE
The option price of each option granted under the Plan shall be
determined by the Committee; provided, however, that in the case of each
incentive stock option granted under the Plan, the option price shall not
be less than the fair market value of the shares at the time the option was
granted. In no event shall the option price of any option be less than the
par value per share of Stock on the date an option is granted.
If the Company's Common Stock is quoted on the National Association
of Securities Dealers Automated Quotation System ("NASDAQ"), the fair
market value shall be deemed to be the mean between the last quoted bid and
asked prices on NASDAQ on the date immediately preceding the date on which
the option is granted, or if not quoted on that day, then on the last
preceding date on which such stock is quoted. If the Company's Common Stock
is listed on one or more national securities exchanges, the fair market
value shall be deemed to be the mean between the highest and lowest sale
prices reported on the principal national securities exchange on which such
stock is listed and traded on the date immediately preceding the date on
which the option is granted, or, if there is no such sale on that date,
then on the last preceding date on which such a sale was reported. If the
Company's Common Stock is not quoted on NASDAQ or listed on an exchange, or
representative quotes are not otherwise available, the fair market value of
the Stock shall mean the amount determined by the Committee to be the fair
market value, based upon a good faith attempt to value the Stock accurately
and computed in accordance with applicable regulations of the Internal
Revenue Service.
ARTICLE VI
EXERCISE AND TERMS OF OPTIONS
The Committee shall determine the dates after which options may be
exercised, in whole or in part. If an option is exercisable in
installments, then the portions of the option which are exercisable but are
not exercised, shall remain exercisable.
Any other provision of the Plan notwithstanding and subject to
ARTICLE VII hereof , no option which is an incentive stock option shall be
exercised after a date which is five years from the date of grant of such
option ("Termination Date") .
ARTICLE VII
SPECIAL PROVISIONS APPLICABLE TO
INCENTIVE STOCK OPTIONS ONLY
With respect to incentive stock options, the aggregate fair market
value (determined at the time the option is granted) of the Stock with
respect to which incentive stock options may be exercisable for the first
time by an optionee during any calendar year (under the Plan and any other
stock option plan of the Company and any parent or subsidiary thereof)
shall not exceed $100,000.
No incentive stock option may be granted to an individual who, at the
time the option is granted, owns directly, or indirectly within the meaning
of Section 425(d) of the Code, stock possessing more than 10 percent of the
total combined voting power of all classes of stock of the Company or of
any parent or subsidiary thereof, unless such option (i) has an option
price of at leas 1 10 percent of the fair market value of the Stock on the
date of the grant of such option; and (ii) such option cannot be exercised
more than five years after the date it is granted.
ARTICLE VIII
PAYMENT FOR SHARES
Payment for shares of Stock acquired pursuant to an option granted
hereunder shall be made in full upon the exercise of the option, by a check
payable to the order of the Company.
ARTICLE IX
NON-TRANSFERABILITY OF OPTION RIGHTS
No option shall be transferable, except by will or the laws of
descent and distribution. During the lifetime of the optionee, the option
shall be exercisable only by the optionee.
ARTICLE X
ADJUSTMENT FOR RECAPITALIZATION,
MERGER, ETC.
The aggregate number of shares of Stock which may be purchased or
acquired pursuant to options granted hereunder, the number of shares of
Stock covered by each outstanding option and the price per share thereof in
each such option, shall be appropriately adjusted for any increase or
decrease in the number of outstanding shares of Stock resulting from a
stock split or other subdivision or consolidation of shares of Stock or for
other capital adjustments or payments of stock dividends or distributions
or other increase or decreases in the outstanding shares of Stock effected
without receipt of consideration by the Company. Any adjustment shall be
conclusively determined by the Committee.
If the Company shall be the surviving corporation in any merger or
reorganiza tion or other business combination, any option granted hereunder
shall cover the securities or other property to which a holder of the
number of shares of Stock covered by the unexercised portion of the option
would have been entitled pursuant to the terms of the merger. Upon any
merger or reorganization or other business combination in which the Company
shall not be the surviving corporation, or a dissolution or liquidation of
the Company, or a sale of all or substantially all of its assets, the
Company shall pay to each optionee in cash, in exchange for the
cancellation of any outstanding options of the optionee hereunder, an
amount equal to the difference between the fair market value (on the date
of the applicable corporate transaction) of the Stock subject to the
unexercised portion of the option and the exercise price of such portion of
the option. Notwithstanding the foregoing, in the event of such merger or
other business combination or a sale of all or substantially all of the
Company's assets, the surviving or resulting corporation, as the case may
be, or any parent or acquiring corporation thereof, may grant substitute
options to purchase its shares on such terms and conditions, both as to the
number of shares and otherwise, which shall substantially preserve, in the
good faith judgment of the Committee, the rights and benefits of any option
then outstanding hereunder.
Stock option agreements under the Plan may provide that upon
stockholder approval of a merger, reorganization or other business
combination, whether or not the Company is the surviving corporation, or a
dissolution or liquidation of the Company or a sale of all or substantially
all of its assets, all unmatured installments of the stock option shall
vest and become immediately exercisable in full.
The foregoing adjustments and the manner of application of the
foregoing provisions, including the issuance of any substitute options,
shall be determined by the Committee in its sole discretion. Any such
adjustment may provide for the elimination of any fraction share which
might otherwise become subject to an option.
ARTICLE XI
NO OBLIGATION TO EXERCISE OPTION
Granting of an option shall impose no obligation on the recipient to
exercise such option.
ARTICLE XII
USE OF PROCEEDS
The proceed received from the sale of Stock pursuant to the Plan
shall be used for general corporate purposes.
ARTICLE XIII
RIGHTS AS A STOCKHOLDER
An optionee or a transferee of an option shall have no rights as a
stockholder with respect to any share covered by his option until such
person shall have become the holder of record of such share, and such
person shall not be entitled to any dividends or distributions or other
rights in respect of such share for which the record date is prior to the
date on which such person shall have become the holder of record thereof,
except as otherwise provided in ARTICLE X.
ARTICLE XIV
EMPLOYMENT RIGHTS
Nothing in the Plan or in any option granted hereunder shall confer
on any optionee any right to continue in the employ of the Company, or to
interfere in any way with the right of the Company to terminate the
optionee's employment at any time.
ARTICLE XV
COMPLIANCE WITH THE LAW
The Company is relieved from any liability for the nonissuance or
nontransfer or any delay in the issuance or transfer of any shares of Stock
subject to options under the Plan which results from the inability of the
Company to obtain, or any delay in obtaining, from any regulatory body
having jurisdiction, all requisite authority to issue or transfer any such
shares if counsel for the Company deems such authority necessary for lawful
issuance or transfer thereof. Appropriate legends may be place on the Stock
certificates evidencing shares issued upon exercise of options to reflect
any transfer restrictions.
ARTICLE XVI
CANCELLATION OF OPTIONS
The Committee, in its discretion, may, with the consent of any
optionee, cancel any outstanding option hereunder.
ARTICLE XVII
EFFECTIVE DATE; EXPIRATION DATE OF PLAN
The Plan shall become effective upon adoption by the Company's Board
of Directors. The expiration date of the Plan, after which no option may be
granted hereunder, shall be the fifth anniversary of the adoption of the
Plan by the Board of Directors.
ARTICLE XVIII
AMENDMENT OR DISCONTINUANCE OF PLAN
The Board may, without the consent of the optionees under the Plan, at any
time terminate the Plan entirely and at any time or from time to time amend
or modify the Plan; provided, however, that no such action shall adversely
affect options thereto fore granted hereunder.
EXHIBIT 5.1
June 29, 1999
Dendrite International, Inc.
1200 Mount Kemble Avenue
Morristown, New Jersey 07960-6797
Gentlemen:
We have acted as special counsel to Dendrite International, Inc., a
New Jersey corporation (the "Company"), in connection with the registration
by the Company of up to 213,149 shares (the "Shares") of Common Stock, no
par value (the "Common Stock"), pursuant to the 1994 Incentive and
Non-Qualified Stock Option Plan of CorNet International, Ltd. (the "CorNet
Stock Option Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Securities Act").
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Company's Registration Statement on Form S-8,
relating to the Shares, filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act on June 29, 1999 (together with
all exhibits thereto, the "Registration Statement"), (ii) the Restated
Certificate of Incorporation of the Company, as currently in effect, (iii)
the By-Laws of the Company, as currently in effect, (iv) specimen
certificates representing the Common Stock, (v) the CorNet Stock Option
Plan, and (vi) certain resolutions of the Board of Directors of the Company
and drafts of certain resolutions (the "Draft Resolutions") of the Board of
Directors of the Company relating to the issuance and registration of the
Shares and related matters. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of
the Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and others,
and such other documents, certificates and records, as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all
documents submit ted to us as originals, the conformity to original
documents of all documents submit ted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. In
making our examination of documents executed or to be executed by parties
other than the Company, we have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such
documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representations of the Company and
others.
Members of the firm are admitted to the Bar in the State of New
Jersey, and we do not express any opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that
the Shares to be issued upon exercise of the options granted pursuant to
the CorNet Stock Option Plan have been duly and validly authorized and,
when (i) the Draft Resolutions have been adopted by the Board of Directors,
(ii) the Shares have been issued, delivered and paid for upon exercise
of such options in accordance with the terms of the CorNet Stock Option
Plan, and (iii) certificates representing the Shares in the form of the
specimen certificates examined by us have been manually signed by an
authorized officer of the transfer agent and registrar, such Shares will be
duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission
as Exhibit 5.1 to the Registration Statement. In giving such consent, we do
not thereby admit that we are included in the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours,
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM, LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement (on Form S-8) of our report
dated January 27, 1999 included in Dendrite International, Inc.'s 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.
June 29, 1999
