8-K 1 form8k_051903a.htm Form 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) May 16, 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 telephone number, including area code (973) 425-1200


INFORMATION TO BE INCLUDED IN THE REPORT

Item 5. Other Events

On May 18, 2003, Dendrite International, Inc. (“Dendrite”) issued a press release announcing the execution of an amendment to the Agreement and Plan of Merger (the “Merger Agreement”), dated May 9, 2003, among Dendrite, Amgis Acquisition Co. (“Purchaser”) and Synavant Inc. (“Synavant”). The Amendment, among other things, increased the offer price of the tender offer by the Purchaser, to purchase for cash all of the outstanding shares of common stock, par value $0.01 per share, of Synavant (the “Shares”), from $2.83 to $3.22. Dendrite also announced that Dendrite has agreed to make a bridge loan of up to $15,000,000 to Synavant. The May 18, 2003 press release is filed herewith as Exhibit 99.1.

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

    (c)        Exhibits.


Exhibit No.   Description
     
99.1   Press Release of Dendrite International, Inc., dated May 18, 2003.
     
     

2



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:  May 19, 2003


DENDRITE INTERNATIONAL, INC.


By: /S/ KATHLEEN E. DONOVAN
——————————————
Name:   Kathleen E. Donovan
Title:     Senior Vice President and
              Chief Financial Officer

3



EXHIBIT INDEX


Exhibit No.   Description
     
99.1   Press Release of Dendrite International, Inc., dated May 18, 2003.
     
     

4