8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) March 26, 2003

DENDRITE INTERNATIONAL, INC.

_________________

(Exact Name of Registrant as Specified in Charter)

New Jersey 0-26138 22-2786386

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

1200 Mount Kemble Avenue, Morristown, New Jersey 07960-6767

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telphone number, including area code (973) 425-1200

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.  Other Events and Regulation FD Disclosure.

                Dendrite International, Inc. has entered into the agreements described in the attached Exhibit Index and is filing such agreements herewith.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

               (c)  Exhibits.

10.37 Indemnification Agreement, dated as of April 6, 2001, between Dendrite International, Inc. and Patrick J. Zenner.

10.38 Retirement Agreement and General Release, dated as of June 30, 2002, between Dendrite International, Inc. and George Robson.

10.39 November 2002 Amendment to Credit Agreement, dated as of November 6, 2001, between Dendrite International, Inc. and The Chase Manhattan Bank, N.A.

SIGNATURE

          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 hereunto duly authorized.

Dated:  March 26, 2003 DENDRITE INTERNATIONAL, INC.


By:      CHRISTINE A. PELLIZARI
——————————————
Name: Christine A. Pellizari
Title:   Vice President, General Counsel and
            Secretary

EXHIBIT INDEX

10.37 Indemnification Agreement, dated as of April 6, 2001, between Dendrite International, Inc. and Patrick J. Zenner.

10.38 Retirement Agreement and General Release, dated as of June 30, 2002, between Dendrite International, Inc. and George Robson.

10.39 November 2002 Amendment to Credit Agreement, dated as of November 6, 2001, between Dendrite International, Inc. and The Chase Manhattan Bank, N.A.

EX-10.37

INDEMNIFICATION AGREEMENT

        This Indemnification Agreement (the “Agreement”) dated as of April 6, 2001, by and between Dendrite International Inc., a New Jersey corporation (the “Company”), and Patrick L. Zenner, a Director of the Company (the “Indemnitee”):

WITNESSETH:

        WHEREAS, the Indemnitee is presently serving as a director of the Company, and the Company desires the Indemnitee to continue in such capacity;

        WHEREAS, the Indemnitee is willing, subject to certain conditions (including the execution and performance of this Agreement by the Company), to continue in that capacity;

        WHEREAS, in addition to the indemnification to which the Indemnitee is entitled under the Company’s certificate of incorporation (the “Certificate”), the Company maintains at its sole expense insurance protecting its officers and directors (including the Indemnitee) against certain losses arising out of actual or threatened actions, suits or proceedings to which such persons may be made or threatened to be made parties; and

        WHEREAS, as a result of circumstances having no relation to, and beyond the control of, the Company and the Indemnitee, there can be no assurance of the continuation or renewal of that insurance;

        NOW, THEREFORE, to induce the Indemnitee to continue to serve in his present capacity and in consideration of these premises and the mutual agreements set forth in this Agreement, the Company and the Indemnitee agree as follows:

        1.  Continued Service. The Indemnitee will continue to serve as a director of the Company so long as he is duly elected and qualified in accordance with the Company’s by-laws (the “By-Laws”) or until he resigns in writing in accordance with applicable law.  

        2.  Initial Indemnity.      (a)  The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that he is or was or had agreed to become a director of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys’ and others’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

                 (b)  The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was or had agreed to become a director of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against costs, charges and expenses (including attorneys’ and others’fees and expenses) actually and reasonably incurred by him in connection with the defense or settlement thereof or any appeal therefrom if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extant that the Superior Court or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Superior Court or such other court shall deem proper.

                 (c)  To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in any action, suit or proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys’ and others’ fees and expenses) actually and reasonably incurred by him in connection therewith.

                 (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with Section 4 or any applicable provision of the Certificate, By-Laws, other agreement, resolution or otherwise. Such determination shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by a majority vote of a quorum of the stockholders of the Company at a meeting duly called and held present (the “Stockholders”). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys’ and others’ fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto.

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                 (e)  All expenses (including attorneys’ and others’ fees and expenses) incurred by the Indemnitee in his capacity as a director of the Company in defending an actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b).

                 (f) The Company shall not adopt any amendment to the Certificate or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnity or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate, By-Laws, the New Jersey Business Corporation Act (the “Corporation Act”) or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was approved by the Board of Stockholders, as the case may be. If the Company shall adopt any amendment to the Certificate or By-Laws the effect of which would be to so deny, diminish or encumber the Indemnitee’s rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof.

        3.  Additional Indemnification.       (a)  Pursuant to Section 14A:3-5 of the Corporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a), the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all, purposes.

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                 (b)  Expenses (including without limitation attorneys’ and others’ fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company in advance of the final disposition thereof as authorized in accordance with Section 4(b).

        4.  Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7.

                 (b)  For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

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        5.  Subrogation; Duplication of Payments. (a) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

                 (b) The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent thc Indemnitee has actually received payment (under any insurance policy, the Certificate, the By-Laws or otherwise) of the amounts otherwise payable hereunder.

        6.  Enforcement. (a) If a claim for indemnification made to the Company pursuant to Section 4 is not paid in full by the Company within 30 calendar days after a written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim.

                 (b) In any action brought under Section 6(a), it shall be a defense to a claim for indemnification pursuant to Sections 2(a) or 2(b) (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the Undertaking, if any is required, has been tendered to the Company) that the Indemnitee has not met the standards of conduct which make it permissible under the Corporation Act for the Company to indemnify the Indemnitee for the amount claimed, but the burden or proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel or the Stockholders) to have made a determination prior to commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in the Corporation Act, nor an actual determination by the Company (including the Board, independent legal counsel or the Stockholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct.

                 (c) The Indemnitee shall not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time, at the expense of the Company as hereinafter provided, to retain counsel (in compliance with Section 7) to represent the Indemnitee in connection with the initiation or defense of any such action, suit, or proceeding, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The Company shall pay and be solely responsible for any and all costs, charges and expenses (including attorneys’ and others’ fees and expenses) reasonably incurred by the Indemnitee (i) as a result of the Company’s failure to perform this Agreement or any provision hereof or (ii) as a result of the Company or any Person contesting the validity or enforceability, of this Agreement or any, provision hereof as aforesaid.

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        7.  Counsel. With respect to any action, suit, proceeding or claim for which indemnification or advancement of expenses may be sought pursuant to this Agreement and upon request of the Indemnitee after the Indemnitee has submitted an Indemnification Statement to the Board, the Company shall retain counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee and any other the Company may designate (which may include the Company) in connection with the action, suit, proceeding or claim to which the Indemnification Statement relates. In connection with any such action, suit, proceeding or claim, the Indemnitee shall have the right to retain his own counsel at his own expense, except that the fees and expenses of such counsel retained by the Indemnitee shall be expenses for which indemnification and advancement shall be available under this Agreement if (i) the Company and the Indemnitee shall have agreed to the retention of such counsel or (ii) the parties named or threatened to be named in any such action, suit, proceeding or claim (including impleaded parties) include, in addition to the Indemnitee, the Company or another party who may be indemnified by the Company and representation of more than one party by the same counsel would be inappropriate due to actual or, in the reasonable opinion of the Company, potential conflicts of interests between them.

        8.  Merger or Consolidation. If the Company shall be a constituent corporation in a consolidation, merger or other reorganization, the Company, if it shall not be the surviving, resulting or other corporation therein, shall require as a condition thereto the surviving, resulting or acquiring corporation to agree to indemnify the Indemnitee to the full extent provided in this Agreement. Whether or not the Company is the resulting, surviving or acquiring corporation in any such transaction, the Indemnitee shall also stand in the same position under this Agreement with respect to the resulting, acquiring corporation as he would have with respect to the Company if its separate existence had continued.

        9.  Nonexclusivity and Severability. (a) The right to indemnification provided by this Agreement shall not be exclusive of any other rights to which the Indemnitee may be entitled under the Certificate, By-Laws, the Corporation Act, any other statute, insurance policy, agreement, vote of stockholders or directors or otherwise, both as to actions in his official capacity and as to actions in another capacity while holding such office, and shall continue after the Indemnitee has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of his heirs, executors and administrators.

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                 (b) If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

        10.  Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to the principles of conflicts of law thereof.

        11.  Modification; Survival. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement may be modified only by an instrument in writing signed by both parties hereto. The provisions of this Agreement shall survive the death, disability, or incapacity of the Indemnitee or the termination of the Indemnitee’s service as a director of the Company and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

        12.  Certain Terms. For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to any employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, trustee, employee or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; and if the Indemnitee acted in good faith and in a manner reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan he shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referenced to herein.

        13.  Headings and Interpretation. When a reference is made in this Agreement to Sections or Exhibits, such references shall be to a Section or Exhibit to this Agreement unless otherwise indicated.

        IN WITNESS WHEREOF, the Company and the Indemnitee have duly executed this Agreement as of the date first above written.

DENDRITE INTERNATIONAL, INC.


By:      CHRISTINE A. PELLIZARI
——————————————
Christine A. Pellizari
V.P., General Counsel & Secretary


PATRICK J. ZENNER
——————————————
Patrick J. Zenner

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Exhibit A

INDEMNIFICATION STATEMENT

STATE OF ___________________________________ )
                                                                                                        )ss:
COUNTY OF __________________________________ )

        I, _____________________, being first duly sworn, do depose and say as follows:

        1.        This Indemnification Statement is submitted pursuant to the Indemnification Agreement dated as of October 28, 1998 between Dendrite International, Inc., a New Jersey corporation (the “Company”), and the undersigned.

        2.        I am requesting indemnification against charges, costs, expenses (including attorneys’ and others’ fees and expenses), judgments, fines and amounts paid in settlement, all of which (collectively, “Liabilities”) have been or will be incurred by me in connection with an actual or threatened action, suit, proceeding or claim to which I am a pasty or am threatened to be made a party.

        3.        With respect to all matters related to any action, suit, proceeding or claim, I am entitled to be indemnified as herein contemplated pursuant to the aforesaid Indemnification Agreement.

        4. Without limiting any other rights which I have or may have, I am requesting indemnification against Liabilities which have or may arise out of ____________________________________________________

—————————————————————————————————————————————

—————————————————————————————————————————————

        Subscribed and sworn to before me, a Notary Public in and for said County and State, this ______ day of _________________.

——————————————

[Seal]

My commission expires the ____ day of __________________, ____.

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Exhibit B

UNDERTAKING

STATE OF ___________________________________ )
                                                                                                        )ss:
COUNTY OF __________________________________ )

        I, _____________________, being first duly sworn, do depose and say as follows:

        1.        This Undertaking is submitted pursuant to the Indemnification Agreement dated as of October 28, 1998 between Dendrite International, Inc., a New Jersey corporation (the “Company”), and the undersigned.

        2.        I am requesting advancement of certain costs, charges and expenses which I have incurred or will incur in defending an actual or threatened civil or criminal action, suit, proceeding or claim.

        3.        I hereby undertake to repay this advancement of expenses if it shall ultimately be determined that I am not entitled to be indemnified by the Company under the aforesaid Indemnity Agreement or otherwise. Such repayment shall be made within 180 days of a written request therefore by the Company.

        4.       The costs, charges and expenses for which advancement is requested are, in general, all expenses related to ____________________________________________________________________________

—————————————————————————————————————————————

—————————————————————————————————————————————

        Subscribed and sworn to before me, a Notary Public in and for said County and State, this ______ day of _________________.

——————————————

[Seal]

My commission expires the ____ day of __________________, ____.

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EX-10.38

RETIREMENT AGREEMENT AND GENERAL RELEASE

         This Retirement Agreement and General Release (the “Agreement”) dated as of June 30, 2002 (the “Effective Date”) confirms the following understandings and agreements between DENDRITE INTERNATIONAL, INC. (“Employer”), and GEORGE ROBSON (“Employee”) concerning Employee’s employment and resignation thereof.

1. Employment Status:

(a) Employee has voluntarily retired from Employer. Employee’s last date of employment with Employer pursuant to the Employment Agreement by and between Employee and Employer dated as of June 2, 1997, as amended May 26, 1999 (the “Employment Agreement”) or otherwise is June 30, 2002 (the “Retirement Date”).

(b) Employee will be paid his salary through the Retirement Date in accordance with normal payroll practices. Employee will also be paid for any unused accrued vacation days, less applicable withholding taxes. Employee expressly forfeits any rights he may have to unvested stock options under the Dendrite International, Inc. 1997 Stock Incentive Plan, as amended (the “Stock Incentive Plan”), or otherwise. Notwithstanding the preceding sentence, Employee will be able to exercise any vested options under the Stock Incentive Plan in accordance with the terms, conditions and limitations of the Stock Incentive Plan and any and all stock option grant agreements by and between Employee and Employer.

(c) Except as otherwise set forth in this Agreement, from and after the Retirement Date, Employee shall not be entitled to receive any further compensation or monies from Employer or to receive any benefits or participate in any benefit plan or program of Employer, including but not limited to, the Employer’s 401(k) Plan and Employee Stock Purchase Plan.

2. Retirement Package: Provided Employee (i) signs this Agreement, (ii) does not revoke it pursuant to paragraph 10, and (iii) complies with his obligations under this Agreement, including but not limited to his obligations under paragraph 5, Employee shall be entitled to the following retirement package:

(a) Retirement Bonus. Employee shall be entitled to receive a bonus (the “Retirement Bonus”) of $46,500, less applicable withholding taxes. The Retirement Bonus will be paid to Employee in a lump sum in the next payroll period following the Effective Date.

(b) Extended Medical Coverage. For a period of five years after the Retirement Date (the “Initial Coverage Period”), Employer will cover Employee under the group health plan that Employer maintains for its U.S. employees, as such plan is amended or modified from time to time (the “Group Health Plan”). During the Initial Coverage Period, Employee shall be obligated to pay Employer quarterly in arrears, by no later than the last day of each quarter, the applicable employee contribution payable by covered employees under the group health plan. Nothing herein shall restrict in any manner Employer’s right to amend or modify such group health plan from time to time. After the Initial Coverage Period, Employee will be provided, at Employer’s expense, continued health coverage for Employee and qualifying dependents under the Group Health Plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Notwithstanding the foregoing, in the event that Employer is unable to continue Employee’s coverage under the Group Health Plan, the Employer will obtain alternate medical coverage for Employee. Such alternate coverage will be maintained at the Employer’s expense. Notwithstanding anything else set forth herein, in the event Employee obtains alternate health coverage from another employer, the Employer will have no further obligations under this paragraph 2(b).

3. Full Release: In consideration of the compensation provided in paragraph 2 herein, Employee, for himself, his heirs, executors, administrator, successors and assigns (hereinafter referred to as the “Releasors”) hereby fully releases and discharges Employer, and its subsidiaries, parents, affiliates, successors or assigns together with their respective officers, directors, employees, agents, insurers, underwriters (all such persons, firms, corporations and entities being deemed beneficiaries hereof and are referred to herein as the “Releasees”), from any and all actions, causes of action, claims, obligations, costs, losses, liabilities, damages, attorneys’ fees, and demands of whatsoever character, whether or not known, suspected or claimed, which the Releasors have, or hereafter may have, against the Releasees by reason of any matter, fact or cause whatsoever from the beginning of time to the Effective Date of this Agreement, including, without limitation, all claims arising out of or in any way related to Employee’s employment or the termination of his employment.

This Agreement of Employee shall be binding on the executors, heirs, administrators, successors and assigns of Employee and shall inure to the benefit of the respective executors, heirs, administrators, successors and assigns of the Releasees.

4. Confidentiality: Employee agrees that the terms of this Agreement have been and shall be held strictly confidential by him and his attorneys and accountants, and that he shall not, and shall instruct his attorneys and accountants not to disclose any such information, orally or in writing, to anyone else, including, without limitation, any past, present or future employee or agent of the Employer. Employee recognizes that, in the event he or his attorneys disclose any information contrary to the confidentiality provisions of this Agreement, any such disclosure would be a material breach of the Agreement.

5. Return of Property: Employee represents that he has returned to Employer all property which Employee received, prepared or helped to prepare in connection with his employment including, but not limited to, all confidential information and all disks, notes, notebooks, blueprints, customer lists or other papers or material in any tangible media or computer readable form belonging to Employer or any of its customers, clients or suppliers, Employee represents he has not retained any copies, duplicates or excerpts of any of the foregoing materials.

6. Non-Disparagement: Employee agrees that he will not at any time make any statements or communicate any information (whether oral or written) that disparages or reflects negatively on the Employer or any of the Releasees.

7. No Effect on Duties, Obligations or Restrictions Contained in Employment Agreement: This Agreement does not amend, modify, waive or affect in any way Employee’s duties, obligations or restrictions under Sections 6, 7, 8, 9, 10, 11, 13, 15, 16, 17, 18, 19, 20, 21, and 22 of the Employment Agreement. Such Sections are hereby incorporated by reference and Employee agrees to abide by such provisions.

8. Releases’ Express Denial of Liability: The payment by the Releasees of the amount specified herein above shall not be deemed an admission that any liability of the Releasees exists, and in making such payment Releasees do not admit, and expressly deny, any liability.

9. Waiver of Rights Under Other Statutes: Employee understands that this Agreement includes the waiver of claims and rights Employee may have under other applicable statutes, including without limitation, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Employee Retirement Income Security Act; the Equal Pay Act; the Rehabilitation Act of 1973; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Family and Medical Leave Act; the New Jersey Family Leave Act; the New Jersey Law Against Discrimination; the Fair Labor Standards Act; the New Jersey Wage and Hour Act; and/or the New Jersey Conscientious Employee Protection Act; and any and all amendments to any of same.

10. Waiver of Rights Under the Age Discrimination Act: Employee understands that this Agreement, and the release contained herein, waives claims and rights Employee might have under the Age Discrimination in Employment Act (“ADEA”). The monies and other benefits offered to Employee in this Agreement are in addition to any sums or benefits that Employee would be entitled without signing this Agreement. For a period of seven (7) days following execution of this Agreement, Employee may revoke the terms of this Agreement by a written document received by Employer on or before the end of the seven (7) day period (the “Effective Date”). The Agreement will not be effective until said revocation period has expired. Employee acknowledges that he has been given up to twenty-one (21) days to decide whether to sign this Agreement. Employee has been advised to consult with an attorney prior to executing this Agreement.

11. No Suit: Employee represents that he has not filed or permitted to be filed against the Employer or any of the other Releasees, individually or collectively, any lawsuits (including any arbitrations), and he covenants and agrees that he will not do so at any time hereafter with respect to the subject matter of this Agreement and claims released pursuant to this Agreement, except as may be necessary to enforce this Agreement or to challenge the validity of the release of his rights under the ADEA. Except as otherwise provided in the preceding sentence, Employee will not voluntarily participate in any judicial proceeding or arbitration against any of the Releasees that in any way involve the allegations and facts that he could have raised against any of the Releasees in any forum as of the date hereof. Employee agrees that he will not encourage or cooperate with any other current or former employee of Employer or any potential plaintiff to commence any legal action or make any claim against the Employer or against the Releasees in respect of such person’s employment with the Employer or otherwise.

12. Remedies: In the event Employee breaches any of the provisions of this Agreement (and in addition to any other legal or equitable remedy it may have), the Employer shall be entitled to cease making any payments or providing any benefits to Employee under paragraphs 2(a) and 2(b) of this Agreement, recover any payments made under paragraphs 2(a) and 2(b), and recover the reasonable costs and attorneys’ fees incurred in seeking relief for any such alleged breach. The remedies set forth in this paragraph 12 shall not apply to any challenge to the validity of the waiver and release of Employee’s rights under the ADEA. In the event Employee challenges the validity of the waiver and release of his rights under the ADEA, then Employer’s right to attorney’s fees and costs shall be governed by the provisions of the ADEA, so that Employer may recover such fees and costs if the lawsuit is brought by Employee in bad faith. Nothing herein shall affect in any way any of Employee’s obligations under this Agreement, including, but not limited to, his release of claims under paragraphs 3, 9 and 10. Employee further agrees that nothing in this Agreement shall preclude Employer from recovering attorneys’ fees, costs or any other remedies specifically authorized under applicable law.

13. Entire Agreement: Except as otherwise set forth herein, this Agreement sets forth the entire agreement between the parties relating to the subject matter hereof. This Agreement may not be changed orally but changed only in a writing signed by both parties.

14. Indemnification Agreement: The parties’ obligations, if any, under the Indemnification Agreement dated October 28, 1998 (the “Indemnification Agreement”) shall remain in full force and effect, in accordance with the terms, conditions and limitations of the Indemnification Agreement.

15. Miscellaneous:

(a) This Agreement shall be governed in all respects by laws of the State of New Jersey.

(b) In the event that any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement is held to be excessively broad as to duration, scope, activity or subject, such provisions will be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with the applicable law.

(c) The paragraph headings used in this Agreement are included solely for convenience and shall not affect or be used in connection with the interpretation of this Agreement.

(d) Employee represents that in executing this Agreement, he has not relied upon any representation or statement, whether oral or written, not set forth herein.

          IN WITNESS THEREOF, Employer and Employee have executed this Retirement Agreement and General Release on this 30th day of June, 2002.

By:  GEORGE ROBSON
——————————————
        George Robson

Date:  12/6/02

DENDRITE INTERNATIONAL INC.

By:  CHRISTINE A. PELLIZZARI
——————————————
Name:  Christine A. Pellizzari
Title:    Vice President, General Counsel
             And Secretary

EX-10.39

NOVEMBER 2002 AMENDMENT TO CREDIT AGREEMENT

        THIS AMENDMENT, dated this 13^th day of November, 2002, between DENDRITE INTERNATIONAL, INC., a New Jersey corporation (the “Company”) and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank) (the “Bank’).

Preliminary Statement

        A.        Reference is made to the Amended and Restated Credit Agreement dated as of November 30, 1998 between the Company and the Bank, which was amend by the First Amendment and Waiver dated November 15, 1999 between them and the November 2001 Amendment to Credit Agreement dated November 6, 2001 between them (which, as so amended, will be called herein the “Credit Agreement”). All capitalized terms used in this Amendment shall have the respective meanings ascribed to them in the Credit Agreement. Pursuant to the Credit Agreement, the Bank has agreed to provide a revolving credit facility to the Company on the terms and conditions set forth therein.

        B.        On the terms and conditions hereinafter expressly provided, the Company and the Bank desire to provide for an extension of the term of such credit facility and for certain other changes to the Credit Agreement.

        NOW, THEREFORE, for valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Company and the Bank hereby agree as follows:

ARTICLE 1.     PARTICULAR AMENDMENTS.

        Section  1.1   Acceptable Acquisition.   In Section 1.01 of the Credit Agreement, the definition of the term “Acceptable Acquisition” is hereby changed to read as follows:

        “Acceptable Acquisition” means any Acquisition which (a) has been either (i) approved by the Board of Directors of the corporation which is the subject of such Acquisition or (ii) recommended by such Board to the shareholders of such corporation; and (b) is for a business within similar or complementary lines of business as conducted by the Company on the date hereof; provided that (x) at the time of such Acquisition and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, and (y) if any amount of the consideration paid or being paid for such Acquisition shall be derived directly or indirectly from a Borrowing under the Credit Agreement, then the total cash consideration paid or being paid for such Acquisition, when added to the cash consideration paid or being paid for all Acquisitions made or committed to after November 12, 2002, shall not aggregate in excess of $50,000,000 in cash consideration for all Acquisitions made or committed to after November 12, 2002, and (z) no more than $20,000,000 of the aggregate purchase prices for all Acquisitions made or committed to after November 12, 2002, shall be capital contributions or commitments to make capital contributions to any partnerships or joint ventures in which the Company or any of its Subsidiaries owns less than fifty percent (50%) of the partnership interests or joint venture interests.”

        Section  1.2   Revolving Termination Date.   In Section 1.01 of the Credit Agreement, in clause (a) of the definition of “Revolving Termination Date”, the phrase “November 30, 2002” is hereby changed to read “November 30, 2003".

        Section  1.3  Interest Coverage Ratio.   Section 7.12(b) of the Credit Agreement is hereby changed to read as follows:

    “(b)        permit its interest Coverage Ratio as determined at the end of any fiscal quarter to be less than 1.50 to 1.00.”

ARTICLE 2.     MATTERS GENERALLY.

        Section  2.1   Facility Fee.   The Company shall pay to the Bank, simultaneously with the execution and delivery of this Amendment, a facility fee in the amount of $15,000. Such fee shall be nonrefundable and shall be in addition to all other fees and amounts required to be paid by the Bank under the Credit Agreement and this Amendment.

        Section  2.2   Software Associates International, LLC.   The Company acknowledges and agrees that its Subsidiary, Software Associates International, LLC, is a Required Guarantor, and the Company shall cause it to execute and deliver to the Bank a Subsidiary Guaranty within ten (10) days after the date of this Amendment.

        Section  2.3   Representations and Warranties.   The Company hereby represents and warrants that:

        (a)        All the representations and warranties set forth in the Credit Agreement are true and complete on and as of the date hereof, with the same effect as though made on and as of the date hereof (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and complete as of such earlier date);

        (b)        No Default and no Event of Default exists;

        (c)        The Company has no offset, recoupment or defense with respect to any of its obligations under the Credit Agreement or any other Loan Document, and no claim or counterclaim against the Bank whatsoever (any such offset, recoupment, defense, claim or counterclaim as may now exist being hereby irrevocably waived by the Company); and

        (d)        This Amendment has been duly authorized by all necessary action on the part of the Company and has been duly executed and delivered by the Company.

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        Section 2.4 Continuing Effect.   Except as otherwise expressly provided in this Amendment, all the terms and conditions of the Credit Agreement shall continue in full force and effect. Also, each other Loan Document shall continue in full force and effect.

        Section 2.5 Entire Agreement.   This Amendment constitutes the entire agreement and understanding of the parties hereto with respect to an amendment of the Credit Agreement, and it supersedes and replaces all prior and contemporaneous agreements, discussions and understandings (whether written or oral) with respect to such amendment.

        Section 2.6 Expenses.   The Company shall pay all reasonable expenses incurred by the Bank in connection with the transaction contemplated by this Amendment, including the reasonable fees and disbursements of counsel for the Bank.

        Section 2.7 Counterparts.   This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which taken together shall constitute one and same agreement.

        Section 2.8 Guarantor Consent.   Fremantle Financial Services, Inc., which is a Subsidiary Guarantor, shall execute this Amendment in the space provided below to confirm (a) the consent of such Subsidiary Guarantor to the terms of this Amendment, and (b) that the Subsidiary Guaranty of such Subsidiary Guarantor remains in full force and effect, and (c) that such Subsidiary Guarantor has no offset, recoupment or defense with respect to any of such Subsidiary Guarantor’s obligations under such Subsidiary Guarantor’s Subsidiary Guaranty and no claim or counterclaim against the Bank whatsoever (any such offset, recoupment, defense, claim or counterclaim as may now exist being hereby irrevocably waived by such Subsidiary Guarantor). (The Company confirms that Dendrite Delaware, Inc., which had also been a Subsidiary Guarantor, has merged into the Company.)

        Section 2.9 Effectiveness.   This Amendment shall not become effective unless and until it shall have been executed and delivered by all the parties hereto.

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        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

DENDRITE INTERNATIONAL, INC.


By:      KATHLEEN DONOVAN
——————————————
Name:  (PRINT)
Title:

JPMORGAN CHASE BANK


By:      LEONARD NOLL
——————————————
             Leonard Noll
             Vice President

SUBSIDIARY GUARANTOR:
(As to Section 2.8 above)

FREMANTLE FINANCIAL SERVICES, INC.


By:      MICHAEL J. KOTRAN
——————————————
Name (Print):  Michael J. Kotran
Title:                Secretary

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