<PAGE> 1
<TABLE>
<S> <C>
OMB APPROVAL
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 1999
WASHINGTON, D.C. 20549 Estimated average burden
hours per response.....14.90
</TABLE>
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
Dendrite International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
248239-10-5
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d - 1(b)
/ / Rule 13d - 1(c)
/X/ Rule 13d - 1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
CUSIP NO. 248239-10-5 13G PAGE 2 OF 11 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Edison Partners II, L.P. 22-3069978
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 248239-10-5 13G PAGE 3 OF 11 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John H. Martinson ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
128,208
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 128,208
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,208
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 248239-10-5 13G PAGE 4 OF 11 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard J. Defieux ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 248239-10-5 13G PAGE 5 OF 11 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gustav H. Koven, III ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 248239-10-5 13G PAGE 6 OF 11 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas A. Smith ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
CUSIP NO. 248239-10-5 13G PAGE 7 OF 11 PAGES
Item 1(a). Name of Issuer: Dendrite International, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices: 1200 Mount
Kemble Avenue, Morristown, NJ 07960.
Item 2(a). Names of Persons Filing: Edison Partners II, L.P. ("Edison
Partners II"); John H. Martinson, Richard J. Defieux, Gustav
H. Koven, III, and Thomas A. Smith (collectively, the "General
Partners"). The General Partners and Edison Partners II
collectively are referred to as the "Reporting Persons."
Item 2(b). Address of Principal Business Office: The principal business
address of the Reporting Persons is 1009 Lenox Drive #4,
Lawrenceville, NJ 08648.
Item 2(c). Citizenship: Edison Partners II is a limited partnership
organized under the laws of the State of Delaware. Each of the
General Partners is a U.S. citizen.
Item 2(d). Title of Class of Securities: Common Stock, no par value (the
"Common Stock").
Item 2(e). CUSIP Number: 248239-10-5.
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
<PAGE> 8
CUSIP NO. 248239-10-5 13G PAGE 8 OF 11 PAGES
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. / /
Not Applicable.
Item 4. Ownership:
(a) Amount Beneficially Owned: Each of Edison Partners
II, Richard J. Defieux, Gustav H. Koven, III, and
Thomas A. Smith may be deemed to beneficially own 0
shares of Common Stock as of December 31, 1998. John
H. Martinson may be deemed to beneficially own
128,208 shares of Common Stock as of December 31,
1998.
Each of Edison Partners II, Richard J. Defieux,
Gustav H. Koven, III, and Thomas A. Smith is the
record holder of 0 shares of Common Stock as of
December 31, 1998. John H. Martinson is the record
holder of 128,208 shares of Common Stock as of
December 31, 1998.
(b) Percent of Class: Edison Partners II, 0%; John H.
Martinson, 0.6%; Richard J. Defieux, 0%; Gustav H.
Koven, III, 0%; and Thomas A. Smith, 0%. The
foregoing percentages are calculated based on the
23,241,612 shares of Common Stock reported by the
Issuer to be outstanding as of November 4, 1998.
(c) Number of Shares as to Which Such Person Has:
(i) Sole power to vote or to direct the vote:
Edison Partners II, 0; John H. Martinson,
128,208; Richard J. Defieux, 0; Gustav H.
Koven, III, 0; and Thomas A. Smith, 0.
(ii) Shared power to vote or to direct the vote:
Edison Partners II, 0; John H. Martinson, 0;
Richard J. Defieux, 0; Gustav H. Koven, III,
0; and Thomas A. Smith, 0.
(iii) Sole power to dispose or to direct the
disposition of: Edison Partners II, 0; John H.
Martinson, 128,208; Richard J. Defieux, 0;
Gustav H. Koven, III, 0; and Thomas A.
Smith, 0.
(iv) Shared power to dispose or to direct the
disposition of: Edison Partners II, 0; John H.
Martinson, 0; Richard J. Defieux, 0; Gustav H.
Koven, III, 0; and Thomas A. Smith, 0.
<PAGE> 9
CUSIP NO. 248239-10-5 13G PAGE 9 OF 11 PAGES
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following /X/.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable. Edison Partners II and each of the General
Partners expressly disclaim membership in a "group" as defined
in Rule 13d-5(b)(1).
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
Not Applicable. This statement on Schedule 13G is not filed
pursuant to Rule 13d-1(b) or Rule 13d-1(c).
<PAGE> 10
CUSIP NO. 248239-10-5 13G PAGE 10 OF 11 PAGES
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 12, 1999 EDISON PARTNERS II, L.P.
By: /s/ John H. Martinson
---------------------
John H. Martinson
General Partner
/s/ John H. Martinson
------------------------
John H. Martinson
/s/ Richard J. Defieux
------------------------
Richard J. Defieux
/s/ Gustav H. Koven, III
------------------------
Gustav H. Koven, III
/s/ Thomas A. Smith
------------------------
Thomas A. Smith
<PAGE> 1
CUSIP NO. 248239-10-5 13G PAGE 11 OF 11 PAGES
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of stock of Dendrite International, Inc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Dated: February 12, 1999 EDISON PARTNERS II, L.P.
By: /s/ John H. Martinson
---------------------
John H. Martinson
General Partner
/s/ John H. Martinson
------------------------
John H. Martinson
/s/ Richard J. Defieux
------------------------
Richard J. Defieux
/s/ Gustav H. Koven, III
------------------------
Gustav H. Koven, III
/s/ Thomas A. Smith
------------------------
Thomas A. Smith
