-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E9s2RzbzhogcW0dO/A4tZaWmGH5FcvAZdYNmbNVc9FDpV9pNxfsef2LnwjwETDP0 PVa9898HrXufLJoADA+UnQ== 0000950135-99-000759.txt : 19990215 0000950135-99-000759.hdr.sgml : 19990215 ACCESSION NUMBER: 0000950135-99-000759 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990212 GROUP MEMBERS: EDISON PARTNERS II LP GROUP MEMBERS: GUSTAV H. KOVEN, III GROUP MEMBERS: JOHN H. MARTINSON GROUP MEMBERS: RICHARD J. DEFIEUX GROUP MEMBERS: THOMAS A. SMITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DENDRITE INTERNATIONAL INC CENTRAL INDEX KEY: 0000880321 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222786386 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48071 FILM NUMBER: 99537725 BUSINESS ADDRESS: STREET 1: 1200 MOUNT KEMBLE AVE CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 2014251200 MAIL ADDRESS: STREET 1: 1200 MOUNT KEMBLE AVE CITY: MORRISTOWN STATE: NJ ZIP: 07960-6797 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDISON PARTNERS II LP CENTRAL INDEX KEY: 0001013402 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PRINCETON PIKE CORPORATE CENTER STREET 2: 997 LENOX DRIVE, #3 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 BUSINESS PHONE: 6098961900 SC 13G/A 1 DENDRITE INTERNATIONAL 1 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
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). 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! 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! 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! 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! 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! 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; 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. 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). 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 EX-99.1 2 AGREEMENT TO FILE JOINTLY 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 -----END PRIVACY-ENHANCED MESSAGE-----