sc13dza

0000950137-06-011242.txt : 20061023 0000950137-06-011242.hdr.sgml : 20061023 20061023103846 ACCESSION NUMBER: 0000950137-06-011242 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061023 DATE AS OF CHANGE: 20061023 GROUP MEMBERS: MCM CAPITAL MANAGEMENT, LLC 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48071 FILM NUMBER: 061156935 BUSINESS ADDRESS: STREET 1: 1405/1425 ROUTE 206 SOUTH CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9084432000 MAIL ADDRESS: STREET 1: 1405/1425 ROUTE 206 SOUTH CITY: BEDMINSTER STATE: NJ ZIP: 07921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MMI INVESTMENTS, L.P. CENTRAL INDEX KEY: 0001089447 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 141810589 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-586-4333 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: MMI INVESTMENTS LP DATE OF NAME CHANGE: 20020717 FORMER COMPANY: FORMER CONFORMED NAME: MMI INVESTMENTS II-A LP DATE OF NAME CHANGE: 19990623 SC 13D/A 1 c09267a6sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6 )*

Dendrite International, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

248239105

(CUSIP Number)

Jerome J. Lande
MMI Investments, L.P.
1370 Avenue of the Americas
New York, New York 10019
(212) 586-4333

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

October 20, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

- Page 1 of 19 -


CUSIP No.		248239105

NAMES OF REPORTING PERSONS:

MMI Investments, L.P.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

141810589

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

5,992,312

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

5,992,312

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

5,992,312

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

13.7%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

- Page 2 of 19 -


CUSIP No.		248239105

NAMES OF REPORTING PERSONS:

MCM Capital Management, LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

141814578

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

5,992,312

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

5,992,312

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

5,992,312

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

13.7%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

- Page 3 of 19 -

ITEM 1. SECURITY AND ISSUER

This Amendment No. 6 to statement on Schedule 13D (this “Statement”) relates to the Common Stock, no par value (the “Common Stock”), of Dendrite International, Inc., a New Jersey corporation (the “Issuer” or the “Company”), the principal executive offices of which are located at 1405 U.S. Highway 206, Bedminster, NJ 07921. This Amendment No. 6 amends and restates in full each of the items set forth below. Terms not defined in this Amendment No. 6 shall have the respective meanings given to such terms in the Schedule 13D originally filed on December 13, 2005 (“Original Schedule 13D”).

ITEM 2. IDENTITY AND BACKGROUND

(a) This statement is being filed on behalf of (i) MMI Investments, L.P., a Delaware limited partnership (“MMI Investments”) and (ii) MCM Capital Management, LLC, a Delaware limited liability company that is the sole general partner of MMI Investments (“MCM”). MMI Investments and MCM are herein together sometimes called the “Reporting Persons”. Set forth on Schedule I, annexed to this Statement and incorporated herein by reference, is the name, business address and present principal occupation or employment, and the name and address of any corporation or other organization in which such occupation or employment is conducted, of each voting member (each of whom is also an executive officer) of MCM as of the date hereof.

(b) The business address of both of the Reporting Persons is 1370 Avenue of the Americas, New York, New York 10019.

(c) MMI Investments is engaged primarily in the business of investing in publicly traded securities. MCM is the sole general partner of MMI Investments and its principal business is investing in publicly traded securities.

(d) Neither of the Reporting Persons nor, to each Reporting Person’s knowledge, any individual listed on Schedule I, is required to disclose legal proceedings pursuant to Item 2(d) of Schedule 13D.

(e) Neither of the Reporting Persons nor, to each Reporting Person’s knowledge, any individual listed on Schedule I, is required to disclose legal proceedings pursuant to Item 2(e) of Schedule 13D.

(f) To each Reporting Person’s knowledge, each of the individuals identified on Schedule I is a citizen of the United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The total purchase price of the 5,992,312 shares of Common Stock (the “Shares”) purchased by MMI Investments was $87,968,451; the source of funds is a combination of MMI’s working capital and margin loans. These margin loans were obtained from Bear, Stearns & Co. Inc. and Merrill Lynch & Co. under customary terms and conditions. The entire principal amount of such margin loans remains outstanding as of the date of this Statement.

ITEM 4. PURPOSE OF TRANSACTION

MMI Investments purchased the Shares as part of its investment activities. The Reporting Persons intend to review and evaluate the investment by MMI Investments in the Common Stock of the Issuer on an ongoing basis and may, depending upon their evaluation of the business and prospects of the Issuer, or such other considerations as they may deem relevant, determine to increase, decrease, or dispose of MMI Investments’ holdings of Common Stock. As a part of such review and evaluation, the Reporting Persons may communicate with the Issuer’s management, directors and other shareholders.

In order to allow MMI Investments to increase its ownership to more than 10% of the outstanding Common Stock of the Issuer, MMI Investments on February 6, 2006 filed a Notification and Report Form under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”) and requested early termination of the waiting period pursuant to the HSR Act. The Issuer made its responsive HSR filing on February 21, 2006, and the Federal Trade Commission granted such early termination on February 27, 2006, permitting the Reporting Persons under HSR to purchase additional shares of Common Stock such that the Reporting Persons would hold up to $113.4 million in total market value of Common Stock at the time of such purchase. However, MMI Investments will not purchase Common Stock of the Issuer if, as a result of the purchase, it would own more than 14.9% of the outstanding Common Stock (which would have represented a market value of $71,205,258 based on the number of shares outstanding at August 1, 2006 and the closing price on October 19, 2006).

On October 20, 2006, the Board of Directors of the Company appointed Clay Lifflander, president of MCM, the general partner of MMI Investments, to the Company’s Board of Directors. Attached and being furnished as Exhibit 2 is a copy of a press release of the Company dated October 23, 2006, announcing the appointment of Mr. Lifflander.

In connection with such appointment, the Company and MMI Investments entered into a Standstill and Support Agreement (the “Standstill Agreement”). Under the Standstill Agreement and subject to the terms thereof (including exceptions for non-public communications to the Company’s Board of Directors and management and for compliance with legal obligations), until the end of the Standstill Period (defined, subject to certain exceptions, as the earlier of the fourth anniversary of the Standstill Agreement or three months after the cessation of service of the MMI Investments director), MMI Investments agrees, among other things, not to (i) engage or participate in a proxy solicitation or election contest involving the Company or call a special shareholders meeting or execute a written consent in lieu of a shareholders meeting, (ii) form, join, or participate in a “group” with respect to the Company’s common stock, (iii) subject any of its shares of the Company to any arrangement or agreement with respect to the voting of such shares (other than as contained in the Standstill Agreement), (iv) seek to change the composition of the Company’s Board of Directors or management, (v) submit any shareholder proposal without the prior written consent of the Board of Directors, (vi) make any statements regarding any willingness to take action in violation of the Standstill Agreement or which may be disparaging or detrimental to the Company, (vii) seek to change the material business policies, capitalization and dividend policies or organizational documents of the Company, (viii) pursue any derivative or class action claim against the Company or its affiliates or (ix) in any way participate in the taking of any of the above actions by any other person. In addition, MMI Investments has agreed that in exercising its voting rights on the election of directors of the Company, MMI Investments shall vote all its shares of the Company’s common stock for the election to the Board of the individuals nominated or designated by the Board, and for any amendment to the Company’s organizational documents intended to make effective provisions of the Standstill Agreement.

- 4 of 19 -

The Company has agreed to cause the total number of members of the Board to be increased by one member and to fill the vacancy so created by appointing Clay Lifflander to the Board of Directors. With respect to each annual meeting of shareholders of the Company until the earlier of (i) the expiration of the Standstill Period, and (ii) the date on which MMI Investments beneficially owns less than ten percent (10%) of the Company’s outstanding common stock, the Company has agreed to use its reasonable best efforts to cause the Board to solicit proxies for, and recommend that the Company’s shareholders vote in favor of, Mr. Lifflander (or his MMI Investments replacement).

In the event that the MMI Investments director resigns or otherwise ceases service, MMI Investments may select a replacement in consultation with the Board and subject to the Board’s nomination process, and the Company will use its reasonable best efforts to cause such replacement to be elected or appointed as the replacement MMI Investments director. Upon the expiration of the Standstill Period or in the event MMI Investments beneficially owns less than 10% of the Company’s outstanding common stock or MMI Investments materially fails to comply with or challenges the validity of the terms of the Standstill Agreement, the MMI Investments director shall resign from the Board.

The Company will use its reasonable best efforts to appoint the MMI Investments director to the Company’s nominating committee, subject to satisfying all “independence” requirements and all Company governance requirements. Subject to certain conditions, the Company has agreed not to create an executive or other special committee of the Board with authority to act on behalf of the Company or the Board without the consent of the MMI Investments director.

MMI Investments has agreed to the confidentiality provisions set forth in the Standstill Agreement.

The above summary of the Standstill Agreement is qualified in its entirety by the terms of such agreement, a copy of which is attached hereto as Exhibit 3 and is incorporated herein by reference.

Other than as described in this Item 4, neither Reporting Person, nor, to the knowledge of each Reporting Person, any individuals listed on Schedule I, has any current plan or proposal that relates to or would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided that the Reporting Persons reserve the right to develop such plans or proposals.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)-(b) Based on 43,722,566 shares of Common Stock outstanding as of August 1, 2006, as reported in the Issuer’s Annual Report on Form 10-Q for the fiscal quarter ended June 30, 2006, filed with the SEC on August 9, 2006, the Shares owned by MMI Investments represent approximately 13.7% of the outstanding Common Stock. MMI Investments has the sole power to direct the vote and disposition of such Shares on the date of this Statement. However, by virtue of being the general partner of MMI Investments, MCM may be deemed to be the beneficial owner of the Shares owned by MMI Investments and to have sole power over the voting and disposition of such Shares as a result of its having the sole power to make voting and disposition decisions on behalf of MMI Investments with respect to such Shares.

Except for the Shares owned by MMI Investments, as of the date hereof, neither MCM nor, to MMI Investments’ and MCM’s knowledge, any of the persons listed on Schedule I, owns any Common Stock of the Issuer or has any right to acquire, directly or indirectly, any beneficial ownership of other Common Stock of the Issuer.

(c) There have been no transactions with respect to the Common Stock, during the past sixty days, by MMI Investments, MCM, or, to either Reporting Person’s knowledge, any of the persons listed on Schedule I.

(d) No person other than MMI Investments is known to either Reporting Person to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of, any of the Shares referred to in Item 5(a) above.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

By virtue of being the general partner of MMI Investments, MCM may be deemed to be the beneficial owner of the Shares of the Issuer owned by MMI Investments. Other than as described in Item 3 and Item 4 of this Statement and in the Company Press Release filed as Exhibit I to this Statement (and the Joint Filing Agreement and the Standstill Agreement filed as Exhibits 1 and 3, respectively, to this Statement), there are no contracts, arrangements or understandings between the Reporting Persons or between either of the Reporting Persons and any other person with respect to any securities of the Issuer.

- Page 5 of 19 -

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.

Date: October 23, 2006


		MMI INVESTMENTS, L.P.

		By:		MCM Capital Management, LLC General Partner

		By:		/s/ JEROME J. LANDE

				Jerome J. Lande
				Executive Vice President

		MCM CAPITAL MANAGEMENT, LLC

		By:		/s/ JEROME J. LANDE

				Jerome J. Lande
				Executive Vice President

- Page 6 of 19 -

SCHEDULE I


Name and Business Address		Position and Principal Occupation

John S. Dyson 1370 Avenue of the Americas New York, New York 10019		Voting Member and Chairman of MCM; Voting Member and Chairman of Millcap Advisors, LLC (“Millcap”), a Delaware limited liability company 1370 Avenue of the Americas, New York, New York 10019

Clay B. Lifflander 1370 Avenue of the Americas New York, New York 10019		Voting Member and President of MCM; Voting Member and President of Millcap

- Page 7 of 19 -

EXHIBIT INDEX


Number		Description

1.		Joint Filing Agreement dated as of December 13, 2005, by and between MMI Investments and MCM (incorporated by reference to Exhibit 1 to the Original Schedule 13D)

2.		Company Press Release issued October 23, 2006, announcing that Clay B. Lifflander, president of MCM, accepted the Company’s invitation to join its board of directors

3.		Standstill and Support Agreement, dated October 20, 2006, between the Company and MMI Investments

- Page 8 of 19 -

EX-2 2 c09267a6exv2.htm PRESS RELEASE exv2

Exhibit 2

MMI Investments President Clay B. Lifflander
Joins Dendrite Board of Directors

Bedminster, NJ, October 23, 2006 — Dendrite International, Inc., (NASDAQ: DRTE) today announced that Clay B. Lifflander has accepted the company’s invitation to join its Board of Directors. Mr. Lifflander is the president of the general partner of MMI Investments, which owns 13.7 percent of Dendrite’s outstanding shares and is the company’s largest shareholder.

“We are pleased to welcome Clay Lifflander to our Board,” said John Bailye, chairman and chief executive officer of Dendrite. “We have maintained an on-going dialogue with MMI as it has increased its position in the company. Clay will be a fine complement to our hard working and very committed Board.”

Mr. Lifflander has been with MMI for nearly eleven years, presiding over its strong growth in managed assets, which currently total approximately $700 million in securities under management. Prior to joining MMI, Mr. Lifflander served as President of the NYC Economic Development Corp under Mayor Rudolph Giuliani and prior to that was Managing Director in the M&A Group at Smith Barney.

MMI entered into a standstill agreement as part of its acceptance of the Board seat offer from Dendrite. It is expected that Mr. Lifflander will also be appointed to the Nominating and Corporate Governance Committee.

About Dendrite
Founded in 1986, Dendrite International (NASDAQ: DRTE) enables sales, marketing, clinical and compliance solutions for the global, pharmaceutical industry. The company has clients in more than 50 countries and includes the world’s top 20 pharmaceutical companies. For more information, please visit www.dendrite.com.

Media Inquiries
David Coman
VP Marketing
Dendrite International, Inc.
908-443-2457
David.Coman@dendrite.com

Investor Inquiries
Christine Croft
Director Investor Relations
Dendrite International, Inc.,
908-443-4265
Christine.Croft@dendrite.com

- Page 9 of 19 -

EX-3 3 c09267a6exv3.htm STANDSTILL AND SUPPORT AGREEMENT exv3

Exhibit 3

STANDSTILL AND SUPPORT AGREEMENT

This Standstill and Support Agreement (this “Agreement”), dated as of October 20, 2006 by and between Dendrite International, Inc., a New Jersey Corporation (the “Company”) and MMI Investments, L.P., a Delaware Limited Partnership (“MMI”).

RECITALS

WHEREAS, as of the date of this Agreement, MMI Beneficially owns (as defined below) approximately 13.7% of the outstanding shares of common stock, no par value per share (the “Common Shares”), of the Company;

WHEREAS, the parties hereto desire to set forth their agreement concerning the matters herein;

NOW, THEREFORE, in consideration of the agreements, rights, obligations and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

1.1. Definitions. The following terms, as used herein, have the following meanings:

“Affiliate” means with respect to any Person, a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person or group of Persons.

“Beneficially own” has the meaning set forth in Rule 13d- 3 under the Exchange Act.

“Claim” means any action, claim, complaint, cause of action, debt, demand or suit.

“Control” (including its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Effective Date” means the date of this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Person” means an individual, corporation, partnership, limited liability company, association, trust and any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

- Page 10 of 19 -

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Standstill Period” shall mean the period beginning on the Effective Date and ending on the earlier of (a) the fourth anniversary of the Effective Date or (b) three months following the date on which the MMI Director resigns or otherwise ceases to serve as a Director of the Company, except when such a resignation or termination of service is pursuant to Section 4.2 (subject to the last sentence of Section 4.2) or Section 4.5 (subject to the penultimate sentence of Section 4.5).

“Voting Securities” means, with respect to any Person, any security entitled to vote for the election of directors (or other similar body) of such Person.

ARTICLE II

Representations and Warranties of MMI

2.1. MMI represents and warrants to the Company the following:

(a) MMI and its Affiliates are the holders of 5,992,312 Common Shares, and have full voting and investment power with respect to such shares; and

(b) Prior to the Effective Date and except to the extent disclosed in its filings on Schedule 13D, MMI did not form and was not a member of a “group” (as that term is given meaning in Section 13(d)3 of the Exchange Act) with respect to the Common Shares and did not otherwise act in concert with any other Person in respect of the Common Shares.

ARTICLE III

Standstill Arrangements

3.1. Prohibited Actions. During the Standstill Period, MMI will not, and MMI will cause its Affiliates not to:

(a) (i) other than as contemplated in this Agreement, solicit proxies for the voting of any Voting Securities of the Company or otherwise become a “participant,” directly or indirectly, in any “solicitation” of “proxies” to vote, or become a “participant” in any “election contest” (as such terms are used in Regulations 14A and 14B under the Exchange Act) involving the Company or its securities, (ii) call or seek to call, directly or indirectly, any special meeting of shareholders of the Company for any reason whatsoever, (iii) execute any written consent in lieu of a meeting of shareholders except a written consent solicited by or on behalf of the board of directors of the Company (the “Board”);

(b) form, join, or in any way participate, in a “group” (as that term is given meaning in Section 13(d)3 of the Exchange Act) with respect to the Common Shares or otherwise act in concert with any Person in respect of the Common Shares, except as required to comply with this Agreement or as previously disclosed in MMI’s filings on Schedule 13D;

- Page 11 of 19 -

(c) deposit any Voting Securities of the Company in a voting trust or, other than as set forth in Section 5.1 of this Agreement, subject any such Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities;

(d) other than as a Director of the Company pursuant to non-public communications with Directors or officers of the Company, seek any change in the composition of the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board or to nominate any person to serve on the Board, in each case other than as specified in this Agreement;

(e) submit any proposal for consideration by the shareholders of the Company at any shareholder meeting without the prior written consent of the Board;

(f) (i) make any statement (to any third party or by public announcement) relating to the willingness of MMI or any of its Affiliates to pursue any action prohibited by this Agreement, (ii) make any statement (to any third party or by public announcement) relating to any of the matters covered by this Agreement without the prior written consent of the Company (which will not be unreasonably withheld), or (iii) (A) disparage or criticize the Company or its Affiliates, or their respective current or former officers, directors or employees, to competitors, current employees, vendors, customers or any other Person (except in non-public communications to Directors or officers of the Company), or (B) make or solicit any comments, statements or the like to the media or to others (except in non-public communications to Directors or officers of the Company) that may be considered derogatory or detrimental to the good name or business reputation of the Company; provided, however, that the foregoing subparagraphs (i), (ii) and (iii) do not limit MMI from responding to legal process or governmental inquiry or otherwise complying with applicable laws or regulations;

(g) other than as a Director of the Company pursuant to communications with Directors or officers of the Company, seek to change (i) the material business policies of the Company, (ii) the capitalization or dividend policies of the Company or (iii) any charter or by-laws or other organizational documents of the Company;

(h) institute, prosecute or pursue against the Company (or any of its officers, Directors, representatives, trustees, employees, attorneys, advisors, agents, Affiliates or associates) (a) any Claim with respect to any action approved by a majority of the Directors that is only properly assertable derivatively in the right of the Company or (b) any Claim on behalf of a class of the Company’s security holders; provided, however, that the foregoing does not limit the Company or MMI from enforcing this Agreement or from pursuing Claims not relating to or arising under this Agreement; or

(i) other than as a Director of the Company pursuant to non-public communications with Directors or officers of the Company, initiate, advise, solicit, assist, facilitate, finance, or encourage or otherwise participate in the taking of any of the foregoing actions by any other Person;

Notwithstanding anything to the contrary above, nothing in this Section 3.1 shall require MMI or its Affiliates, including the MMI Director, to breach any applicable law, or require the MMI Director, in his capacity as a director, to act in a manner which the

- Page 12 of 19 -

MMI Director, in good faith and following consultation with outside counsel, determines is inconsistent with his fiduciary duties as a Director of the Company.

3.2. During the Standstill Period, the Company will not, and the Company will cause its Affiliates not to (A) disparage or criticize MMI or its Affiliates, or their respective current or former officers, directors or employees, to competitors, current employees, vendors, customers or any other Person (except in non-public communications to Directors or officers of the Company or MMI), or (B) make or solicit any comments, statements or the like to the media or to others (except in non-public communications to Directors or officers of the Company or MMI) that may be considered derogatory or detrimental to the good name or business reputation of MMI.

ARTICLE IV

The Board of Directors and Committees

4.1. Election of MMI Director. Promptly after the date hereof, the Company shall cause (A) the total number of members of the Board to be increased by one member over the number authorized as of the date of such notice, and (B) the vacancy so created to be filled with one individual designated by MMI and approved by a majority of the Directors, which approval may not be unreasonably withheld (the “MMI Director”). The initial MMI Director shall be Clay Lifflander. Thereafter, with respect to each annual meeting of shareholders of the Company until the earlier of (i) the expiration of the Standstill Period, and (ii) the date on which MMI Beneficially owns less than ten percent (10%) of the outstanding Common Shares (the “Specified Equity Percentage”), unless the MMI Director resigns or is removed pursuant to Section 4.3, the Company shall use its reasonable best efforts to cause its Directors to solicit proxies for, and recommend that the Company’s shareholders vote in favor of, the MMI Director.

4.2. Replacement Notice for MMI Director. In the event that the MMI Director (a “Withdrawing MMI Director”) designated in the manner set forth in Section 4.1 is unable to serve, or once having commenced to serve, is removed or withdraws from the Board, MMI shall promptly after such MMI Director ceases to be a member of the Board but in no event later than 5 days of such removal or withdrawal provide notice to the Company if it intends to replace such Withdrawing MMI Director (the “Substitute MMI Director”) pursuant to this Section 4.2 (the “Replacement Notice”); provided, however that nothing herein shall limit a removal or withdrawal pursuant to Section 4.3. The Substitute MMI Director will be designated by MMI in consultation with the Board and subject to the Board nomination process. The Company shall promptly, upon the request of MMI, use its reasonable best efforts to cause the election or appointment of such Substitute MMI Director (who will be any person approved by a majority of the Directors, which approval may not be unreasonably withheld) to replace the Withdrawing MMI Director. Following such election or appointment, the Substitute MMI Director shall become the MMI Director. The right to designate a Director pursuant to this Section 4.2 is personal to MMI and may not be transferred in any manner except to a wholly owned Affiliate of MMI. Notwithstanding anything in this Agreement to the contrary, the MMI Director is permitted to resign or otherwise withdraw from, or cease to serve on, the Board at any time in his

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sole discretion and if he resigns, otherwise withdraws from, or ceases to serve on, the Board, and no Replacement Notice is given, the Standstill Period and this Agreement shall terminate three months following such resignation, withdrawal or cessation.

4.3. Resignation of MMI Director. Upon expiration of the Standstill Period or in the event that MMI Beneficially owns less than the Specified Equity Percentage at any time during the Standstill Period or in the event MMI challenges the validity of, or is in material non-compliance with any of the terms of, this Agreement, the Board may at such time request the MMI Director to resign from the Board, and within five (5) calendar days following such request, the MMI Director shall resign from the Board. The Company’s Certificate of Incorporation or by-laws may provide that in the event that MMI and its Affiliates Beneficially own less than the Specified Equity Percentage or in the event MMI challenges the validity of, or is in material non-compliance with any of the terms of this Agreement, the Board may vote to remove the MMI Director without necessity of any action whatsoever on the part of the MMI Director or MMI, which removal shall be immediately effective.

4.4. Compliance. The MMI Director shall comply with the charter and by-laws or other organizational documents of the Company, the Board’s policies and procedures including, without limitation, its corporate governance guidelines, and all other requirements applicable to the Company’s Board members as in effect from time to time. The Company shall provide copies of these documents and written guidance to the MMI Director to ensure compliance. Following a failure to comply with the foregoing, the Board may at such time request the MMI Director to resign from the Board, and within five (5) calendar days following such request, the MMI Director shall resign from the Board. The Company’s Certificate of Incorporation or by-laws may provide that in such event, the Board may vote to remove the MMI Director without necessity of any action whatsoever on the part of the MMI Director or MMI, which removal shall be immediately effective.

4.5. Committees. The Company shall use reasonable best efforts to cause the election of the MMI Director to serve on the nominating committee (or other similar committee performing the functions typically performed by the nominating committee) subject at all applicable times to such MMI Director being “independent” in accordance with all applicable listing organization requirements and provided that such MMI Director shall comply with the nominating committee’s governance requirements, charter, policies, procedures and all other requirements applicable to nominating committee’s members. During the Standstill Period, the Company shall not create an executive or other special committee of the Board with authority to act on behalf of the Company or the Board without the consent of the MMI Director; provided, however, that such consent shall not be required if, upon the advice of Company outside counsel, the MMI Director would not be eligible to serve on such committee as a result of a potential conflict of interest, lack of independence or other legal or fiduciary limitation; provided further that should the MMI Director, after consultation with outside counsel, determine in good faith that he is eligible to serve on such committee, he may resign from the Board and the Standstill Period shall terminate forthwith (without the three month tail period set forth in the definition of the Standstill Period). For the avoidance of doubt, nothing herein shall restrict the ability of the Board to form a committee for the purpose of reviewing any matter and making recommendations to the Board.

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ARTICLE V

Voting Matters

5.1. Board of Directors; Other. MMI agrees that in exercising its voting rights on the election of directors of the Company or as set forth below, whether at an annual or special meeting of shareholders of the Company whether by written consent, proxy or otherwise, and whether or not at an adjourned meeting, MMI shall vote all its Voting Securities of the Company (a) for the election to the Board of the individuals nominated or designated by the Board (or any nominating or similar committee of the Board), and (b) for any amendment to the Company’s Certificate of Incorporation or by-laws intended to make effective the provision of Sections 4.3 and 4.4 of this Agreement.

5.2. Quorum. During the Standstill Period, MMI, as holder of Voting Securities of the Company, shall be present, in person or by proxy, at any meeting of shareholders of the Company for the purpose, among others, if any, to elect directors, so that all such Voting Securities may be counted for the purpose of determining the existence of a quorum at such meeting.

ARTICLE VI

Confidentiality

6.1. Confidentiality. MMI agrees (i) to keep confidential all proprietary and non-public information regarding the Company and its Affiliates received through MMI Director, or otherwise, and not to disclose or reveal any such information to any person other than its general partners and officers, legal counsel, and if they agree to be bound by this Section 6.1 and following written consent from the Company, which consent shall not be unreasonably withheld, other advisors (“Permitted Representatives”) and to cause those Permitted Representatives to observe the terms of this Section 6.1, (ii) not to use such proprietary and non-public information for any purpose other than in connection with evaluating, monitoring or taking any other action with respect to the investment by MMI in the Company, and (iii) not to use such proprietary and non-public information in a manner that is competitive against or otherwise harmful to the Company; provided that nothing herein shall prevent MMI from disclosing any such information that (a) is or becomes generally available to the public in accordance with applicable law other than as a result of a disclosure by MMI or its Permitted Representatives or its Affiliates or subsidiaries or in violation of this Section 6.1 or any other legal or fiduciary duty of such Person, (b) was within MMI’s possession or developed by it prior to being furnished with such information (provided that the source of such information was not known after reasonable inquiry by MMI to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company with respect to such information); (c) becomes available to MMI on a non-confidential basis from a source other than the Company (provided that such source is not known after reasonable inquiry by MMI to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company with respect to such information); or (d) is required to be disclosed by law or order (provided that prior to such disclosure, MMI shall, unless prohibited by law or order, promptly notify the Company of any such disclosure).

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ARTICLE VII

Miscellaneous

7.1. Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed in all respects by the Laws of the State of New Jersey. Any disagreement, issue, dispute, claim, demand or controversy arising out of or relating to this Agreement (each, a “Dispute”) shall be brought in the United States District Court for the District of New Jersey in New Jersey or any court in the state of New Jersey, so long as one of such courts shall have subject matter jurisdiction over such Dispute. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Dispute and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Dispute in any such court and that any such Dispute which is brought in any such court has been brought in an inconvenient forum. Process in any such Dispute may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.6 shall be deemed effective service of process on such party.

(b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

7.2. Binding Effect. This Agreement shall inure to the benefit of and be legally binding upon all heirs, personal representatives, executors, legal representatives, successors and assigns of the parties. This Agreement may not be assigned without the prior written consent of the parties hereto and this Agreement is not made for the benefit of any person not a party hereto. No assignment of this Agreement will relieve the assigning party of its obligations hereunder.

7.3. Entire Agreement; Amendment. This Agreement constitutes the entire understanding of the parties and supersedes all prior discussions, negotiations, agreements and understandings, whether oral or written, with respect to its subject matter. This Agreement may be modified only by a written instrument properly executed by all parties to this Agreement.

7.4. Severability. If any one or more of the provisions of this Agreement is held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision which comes closest to the intent of the parties.

7.5. Waiver; Remedies. No failure or delay on the part of any party hereto in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any waiver on the part any party hereto of any right, power or privilege under this Agreement operate as a waiver of any other right, power or privilege under this Agreement, nor

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will any single or partial exercise of any right, power or privilege thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the parties may otherwise have at law or in equity.

7.6. Notices. All notices, requests, claims, demands and other communications required or permitted to be given under this Agreement will be in writing and will be delivered by hand or telecopied, e-mailed or sent, postage prepaid, by registered, certified or express mail or UPS or Federal Express next day air and will be deemed given when so delivered (if on a business day before 5:00 P.M. or, if not, then on the next business day) by hand or telecopied, when e-mail confirmation is received (delivery receipt) if delivered by e-mail (if on a business day before 5:00 P.M. or, if not, then on the next business day), or three business days after being so mailed (one business day in the case of express mail or UPS or Federal Express next day air). All such notices, requests, claims, demands and other communications will be addressed as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice in accordance with this Agreement.

Notices given under this Agreement shall be to those addresses set forth below:

Dendrite International, Inc.
1405 U.S. Highway 206 South
Bedminster, NJ 07921
Attn: General Counsel
Telephone: (908) 443-2203
Facsimile: (908) 443-4369

MMI Investments, L.P.
1370 Avenue of the Americas
New York, New York 10019 Attn: Alan L. Rivera, Esq.
Telephone: 212-586-4333, ext. 16
Facsimile: 212-586-0340

7.7. Counterparts. This Agreement may be executed in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.

7.8. Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms or provisions of this Agreement, the party who is or is to be thereby aggrieved will have the right of specific performance and injunctive relief giving effect to its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies will be cumulative. The parties agree that any such default or breach or threatened default or breach would cause irreparable injury, that the remedies at law for any such default or breach or threatened default or breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived.

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7.9. Term. This Agreement shall terminate upon expiration of the Standstill Period.

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Signature Page to Standstill and Support Agreement

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.


	DENDRITE INTERNATIONAL, INC.
	By:
		Name:
		Title:

	MMI INVESTMENTS, L.P.
	By:
		Name:
		Title:

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