As filed with the Securities and Exchange Commission on October 20, 2000
Registration No. 333-[ ]
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
Christine A. Pellizzari, 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
650 College Road East
Princeton, NJ 08540
(609) 987-6800
<PAGE>
<TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Amount Maximum Maximum
To Be Offering Aggregate Amount of
Title of Securities Registered Price Per Offering Registration
To Be Registered (1)(2) Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, no par value per share:
Issuable pursuant to options to
be granted under the 1997 Stock
Incentive Plan, as amended....... 2,179,030 $24.5310(3) $53,453,785(3) $14,112
Issuable pursuant to options
previously granted under the
1997 Stock Incentive Plan, as
amended.......................... 320,970 $28.78 (4) $ 9,237,517(4) $ 2,439
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TOTAL 2,500,000 $62,691,302 $16,551
===========================================================================================
</TABLE>
[FN]
(1) Does not include 6,000,000 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 (Registration No. 333-09090), April 21, 1998 (Registration No.
333-09092) and October 12, 1999 (Registration No. 333-11036). The Company paid
aggregate filing fees of $21,613 to register such shares.
(2) Pursuant to Rule 416, includes an indeterminate number of shares issued
pursuant to stock splits, stock dividends, or other similar recapitalizations in
accordance with the terms of the 1997 Stock Incentive Plan, as amended.
(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 13, 2000.
(4) Pursuant to Rule 457(h), these prices are calculated based on the weighted
average exercise price of $28.78 per share covering 320,970 shares subject to
options granted under the 1997 Stock Incentive Plan, as amended.
</FN>
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2
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the "Registration Statement") has
been filed by Dendrite International, Inc., a New Jersey corporation (the
"Company"), in order to register an additional 2,500,000 shares of Common Stock,
issuable upon the exercise of stock 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 on Form S-8 (Registration Statement No. 333-35701), and
Amendment No. 1 (Registration No. 333-09090), Amendment No. 2 (Registration No.
333-09092) and Amendment No. 3 (Registration No. 333-11036) to such Registration
Statement, each filed with the Securities and Exchange Commission on September
16, 1997, November 10, 1997, April 21, 1998 and October 12, 1999, respectively
(collectively, 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 Christine
A. Pellizzari, 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
--------- -----------
4 Dendrite International, Inc. 1997 Stock Incentive Plan, as
amended.
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 (included on signature page).
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 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 20th day of
October, 2000.
DENDRITE INTERNATIONAL, INC.
By: /s/John E. Bailye
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John E. Bailye
Chief Executive Officer, President
and Director
4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints John E. Bailye and George T. Robson, and
each of them, 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 this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, 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 to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, 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, as amended,
this 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 20, 2000
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John E. Bailye President and Director
(Principal Executive Officer)
/s/George T. Robson Executive Vice President and October 8, 2000
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George T. Robson Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/Bernard M. Goldsmith Director October 20, 2000
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Bernard M. Goldsmith
/s/Edward J. Kfoury Director October 20, 2000
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Edward J. Kfoury
/s/Paul A. Margolis Director October 20, 2000
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Paul A. Margolis
/s/John H. Martinson Director October 20, 2000
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John H. Martinson
/s/Terence H. Osborne Director October 20, 2000
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Terence H. Osborne
5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4 Dendrite International, Inc. 1997 Stock Incentive Plan, as
amended.
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 (included on signature page).
6
