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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
|X| Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTER ENDED JUNE 30, 2000
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| | Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE TRANSITION PERIOD FROM
COMMISSION FILE NUMBER 0-26138
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DENDRITE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its Charter)
NEW JERSEY 22-2786386
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 MOUNT KEMBLE AVENUE
MORRISTOWN, NJ 07960
973-425-1200
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(Address, including zip code, and telephone
number (including area code) of registrant's
principal executive office)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ X ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
CLASS SHARES OUTSTANDING AT JULY 25, 2000
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Common Stock 39,578,624
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DENDRITE INTERNATIONAL, INC.
<PAGE>
EXPLANATORY NOTE
Dendrite International, Inc., a New Jersey corporation (the "Company"),
hereby amends Part II of its Quarterly Report on Form 10-Q, which was filed with
the Securities and Exchange Commission on August 14, 2000, by adding "Item 4.
Submission of Matters to a Vote of Security Holders." Item 4 is hereby included
to reflect the vote of shareholders at the Company's Annual Meeting of
Shareholders held on May 12, 2000 with respect to the following: (i) the
election of six (6) directors to the Company's Board of Directors; (ii) the
proposal to ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the year ending December 31, 2000; and (iii)
the proposal to approve an amendment to the Company's 1997 Stock Incentive Plan,
as amended.
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 12, 2000, the Company held its 2000 Annual Meeting of Shareholders
(the "Annual Meeting"). At the Annual Meeting, the following six individuals
were elected to the Company's Board of Directors: John E. Bailye, Bernard M.
Goldsmith, Edward J. Kfoury, Paul A. Margolis, John H. Martinson, and Terence H.
Osborne. In addition, at the Annual Meeting the shareholders of the Company
approved the following two proposals: (1) a proposal to ratify the appointment
of Arthur Andersen LLP as the Company's independent public accountants for the
year ending December 31, 2000, and (2) a proposal to approve an amendment to the
Company's 1997 Stock Incentive Plan, as amended (the "Plan") to increase the
maximum number of shares of the Company's common stock available for issuance
under the Plan from 6,000,000 shares to 8,500,000 shares and to reserve such
additional 2,500,000 shares of the Company's common stock for issuance upon the
exercise of stock options granted or for the issuance of stock purchase rights
under the Plan. The results of the voting in the Company's election of directors
and on the foregoing two proposals are set forth below.
Election of Directors:
Nominee For Withheld
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John E. Bailye 34,879,883 637,635
Bernard M. Goldsmith 34,880,158 637,360
Edward J. Kfoury 32,027,526 3,489,992
Paul A. Margolis 35,002,558 514,960
John H. Martinson 35,003,603 513,915
Terence H. Osborne 35,003,603 513,915
Ratification of appointment of Arthur Andersen LLP:
For Against Abstain
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35,515,107 1,726 685
Approval of an amendment to the Company's 1997 Stock Incentive Plan:
For Against Abstain Not Voted
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24,207,242 6,673,523 530,287 4,106,466
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: September 11, 2000 By: /s/ John E. Bailye
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John E. Bailye, Chairman and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ George T. Robson
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George T. Robson, Executive Vice
President and Chief Financial Officer
(Principal Financial and Accounting
Officer)
