-----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, UnmyblT0xB26RG/yzCsgwT9os6MlYaOId8dcCrVLMuSbMZNP2An/qlVi6YqYzOav fg1Is7+h4F1bJzcJW0iDUQ== 0000927796-03-000096.txt : 20030210 0000927796-03-000096.hdr.sgml : 20030210 20030210161424 ACCESSION NUMBER: 0000927796-03-000096 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030206 FILED AS OF DATE: 20030210 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16379 FILM NUMBER: 03547506 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 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: BAILYE JOHN E CENTRAL INDEX KEY: 0001115015 RELATIONSHIP: OFFICER FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: C/O DENDRITE INTERNATIONAL INC STREET 2: 1200 MUNT KEMBLE AVENUE CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 9734251200 MAIL ADDRESS: STREET 1: C/O DENDRITE INTERNATIONAL INC STREET 2: 1200 MOUNT KEMBLE AVENUE CITY: MORRISTOWN STATE: NJ ZIP: 07960 4 1 bailye-4_020603.htm Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*

Bailye          John          E.
2. Issuer Name and Ticker or Trading Symbol

Dendrite International Inc. (“DRTE”)
Nasdaq National Market

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[X]    Director                    [_]     10% Owner
[X]    Officer (give             [_]    Other (specify
                  title below)                     below)

Chairman and Chief Executive Officer
(Last)             (First)            (Middle)



c/o Dendrite International Inc.
1200 Mount Kemble Avenue
3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Day/Year

2/6/03
(Street)

Morristown          NJ           07960
5. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing
(Check Applicable Line)
[X]  Form filed by One Reporting Person
[_] Form filed by More than One Reporting Person
(City)             (State)             (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(mm/dd/yy)

2A.
Deemed
Execution
Date, if
any
(mm/dd/yy)
3. Transaction
Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction
(Instr. 3 and 4)
6. Owner-
ship Form:
Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A)
or
(D)
Price
Common Stock               13,012 I 401(k)(1)
Common Stock               2,746,437 D  
Common Stock               606,905 I (2)
Common Stock               71,000 I (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

 
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently vaild OMB Number.
(Over)
SEC 1474 (9-02)

FORM 4 (continued)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
 
1.Title of Derivative Security
(Instr.3)
2. Conversion or
Exercise
Price of
Derivative
Security
3. Transaction
Date
(Month/
Day/
Year)
3A. Deemed
Execution
Date
(Month/Day/
Year)
4. Transaction Code
(Instr. 8)
5. Number of Derivative
Securities
Acquired (A) or Disposed of(D)
(Instr. 3, 4 and 5)
6. Date Exercisable
and Expiration Date
(Month/Day/Year)
7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)
8. Price of
Derivative
Security
(Instr. 5)

9.Number of
Deriv-
ative
Secur-
ities
Bene-
ficially
Owned
Follow-
ing
Reported
Trans-
action(s)

(Instr. 4)

10. Owner-
ship
Form of
Deriv-
ative
Security:
Direct (D) or Indirect (I)
(Instr. 4)
11. Nature
of
Indirect
Benefi-
cial
Owner-
ship
(Instr. 4)
Code V (A) (D) Date
Exercisable
Expiration
Date
Title Amount or
Number
of Shares
Options to Purchase Common Stock $7.75 2/6/03   A   300,000   (4) 2/6/13 Common Stock 300,000 $0.00 300,000 D  
Options to Purchase Common Stock $7.75 2/6/03   A   1,500   (5) 2/6/13 Common Stock 1,500 $0.00 1,500 D  
Explanation of Responses:

 
(1)     Such amount represents the balance of shares held by Mr. Bailye pursuant to the Issuer’s 401(k) plan as of December 31, 2002.

(2)     These shares are held by Carinya Holding Company (“Carinya”). Carinya is a general partnership consisting of Mr. Bailye, Mr. Bailye’s wife and trusts for the benefit of
         each of their two minor children, as general partners. The trustees of such trusts are Mr. Bailye’s parents, respectively, as general partners.
         Mr. Bailye disclaims benefical ownership of the shares owned by Carinya, except to the extent of the two 10% partners’ interests therein owned by Mr. Bailye and his spouse, respectively.

(3)     These shares are held by the Bailye Family Foundation (the “Foundation”). The Foundation is a trust established exclusively to provide financial support for charitable
         organizations which are intended to be tax-exempt institutions under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Mr. Bailye and his spouse
         constitute two of the three trustees of the Foundation.

(4)     Such options become exercisable pursuant to a specified schedule based on certain performance criteria. Any options not vested as of January 1, 2007 shall vest on
         such date.

(5)     Such options become exercisable as follows:  25% on first anniversary of the date of grant, and the remaining 75% shall become exercisable pro-rata on a monthly basis for the three years thereafter.
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). CHRISTINE A. PELLIZZARI
**Signature of Reporting Person
Christine A. Pellizzari, Attorney-in-Fact
 
February 10, 2003  
Date
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Page 2
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