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) June 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 telphone number, including area code (973) 425-1200

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2. Acquisition or Disposition of Assets.

        On June 16, 2003, Dendrite International, Inc. (“Dendrite”) completed its acquisition of SYNAVANT Inc. (“Synavant”). Pursuant to the Agreement and Plan of Merger, dated as of May 9, 2003 and amended as of May 16, 2003 (as amended, the “Merger Agreement”) by and among Dendrite, Synavant, and Amgis Acquisition Co. (“Amgis”), a wholly-owned subsidiary of Dendrite, Amgis and Dendrite conducted an all cash tender offer to acquire all of the outstanding shares of common stock of Synavant, at a price of $3.22 per share. In the tender offer, which expired at 11:59 p.m., New York City time, on June 13, 2003, approximately 92% of the outstanding shares of Synavant common stock were validly tendered and accepted. On June 16, 2003 Amgis paid for all shares validly tendered in the offer, then merged with and into Synavant pursuant to a short-form merger. In the merger, each share of Synavant common stock held by a stockholder that did not tender its shares in the tender offer (other than those held by Dendrite, Amgis or Synavant, and any shares in respect of which appraisal rights may be properly demanded in accordance with the Delaware General Corporation Law) was automatically converted into the right to receive a cash payment of $3.22, without interest. As a result of the merger, Synavant has become a wholly-owned subsidiary of Dendrite.

        The total consideration paid for the acquisition of Synavant, including consideration paid (or set aside for payment) in respect of the tender offer, the merger and the cash-out of restricted units and in-the-money options to acquire Synavant common stock, is approximately $51,761,541 in cash. Amgis obtained this consideration from Dendrite through capital contributions. The consideration involved in the acquisition was a result of a bidding process and arms-length negotiations between the executive officers and the boards of directors of Synavant and Dendrite, and determined to be fair by Synavant’s financial advisors.

        Except with respect to Dendrite’s obligation to indemnify and insure former officers and directors of Synavant set forth in the Merger Agreement, no material relationship exists between any former Synavant officers, directors or stockholders and Dendrite or any of Dendrite’s affiliates, any director or officer of Dendrite, or any associate of any such director or officer.

        Synavant used its assets (including plant, equipment or other physical property) to provide a wide range of knowledge-based solution sets to biopharmaceutical and healthcare companies. Dendrite presently intends to continue to utilize the assets for generally the same purposes following the acquisition.

        On June 17, 2003, Dendrite issued a press release announcing the completion of the acquisition of Synavant, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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

      (a)        Financial Statements.

        Dendrite expects to file the required financial statements as soon as practicable, but in no event later than 60 days after the due date of this Current Report on Form 8-K.

      (b)        Pro Forma Financial Information.

        Dendrite expects to file the required pro-forma financial information as soon as practicable, but in no event later than 60 days after the due date of this Current Report on Form 8-K.

      (c)        Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated May 9, 2003, by and among Dendrite International, Inc., Amgis Acquisition Co., and Synavant Inc. (incorporated by reference from Dendrite's Current Report on Form 8-K, filed on May 12, 2003).
2.2	Amendment No. 1 to the Merger Agreement, dated May 16, 2003, by and among Dendrite International, Inc., Amgis Acquisition Co., and Synavant Inc. (incorporated by reference from Dendrite's Current Report on Form 8-K, filed on May 20, 2003).
99.1	Press Release of Dendrite International, Inc., dated June 17, 2003.

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:  July 1, 2003 DENDRITE INTERNATIONAL, INC.


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

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated May 9, 2003, by and among Dendrite International, Inc., Amgis Acquisition Co., and Synavant Inc. (incorporated by reference from Dendrite's Current Report on Form 8-K, filed on May 12, 2003).
2.2	Amendment No. 1 to the Merger Agreement, dated May 16, 2003, by and among Dendrite International, Inc., Amgis Acquisition Co., and Synavant Inc. (incorporated by reference from Dendrite's Current Report on Form 8-K, filed on May 20, 2003).
99.1	Press Release of Dendrite International, Inc., dated June 17, 2003.

EX-99.1

Press Release

          FOR IMMEDIATE RELEASE

                               Dendrite Completes Strategic Acquisition of SYNAVANT

                                       Creates Preeminent Supplier of Information, Software, and Services
                                                                  to the Global Pharmaceutical Industry

         Morristown, NJ June 17, 2003–Dendrite International, Inc. (NASDAQ: DRTE) today announced that it has completed its strategic acquisition of SYNAVANT Inc. (NASDAQ: SNVT). In the tender offer, which expired at 11:59 p.m. New York City time on June 13, 2003, approximately 14,043,954 shares, or more than 92% of the outstanding shares of SYNAVANT common stock, were tendered and accepted for payment. The tender offer was followed by a second-step merger on June 16, 2003, in which SYNAVANT became a wholly owned subsidiary of Dendrite.

                                                Key Acquisition Elements

         The merger creates the most comprehensive information, software, and services company dedicated to the global pharmaceutical industry, and further enhances Dendrite’s ability to provide market-leading solutions to the sales, marketing, and clinical functions of pharmaceutical and other life science companies. In particular, Dendrite has:

      o Worldwide Information Offerings: The combination of SYNAVANT’s Pharbase^SM medical professional database and Dendrite’s data, tools, and analytic offerings creates the world’s most sophisticated portfolio of prescriber and prescription information offerings. This will allow customers to maximize the return on their data investment.         

      o Robust Global Product Platform: Dendrite currently sells and supports the broadest array of information management, business intelligence, CRM, and commercial operations management products for the pharmaceutical and life science industry. They are designed to support and enhance the productivity of companies’ sales and marketing units.  

      o Enhanced Marketing Services: By combining Dendrite’s longitudinal prescription data and advanced analytics with Synavant’s interactive marketing business, Dendrite will provide the life science industry with the most targeted and effective direct mail, sampling, and other marketing services available.

      o Broader Application Support Capabilities: In response to customer demand for greater software selection and deployment options, Dendrite has increased its worldwide capabilities to support and host a variety of software applications. Dendrite now supports over 50 applications in more than 55 countries. As part of the acquisition, Dendrite has committed to support all software products currently supported by SYNAVANT, and to provide attractive options for those customers seeking to migrate to new products.

      o Extensive Outsourcing Capabilities: The addition of SYNAVANT’s services business will enrich Dendrite’s own global services offering, further reinforcing Dendrite as the leading provider of business process outsourcing services for the industry.

      o Expanded Global Presence: The acquisition reinforces Dendrite as the world’s leading supplier of sales force automation services to the global pharmaceutical industry—increasing its market share to approximately 35 percent and expanding its corporate reach in many key markets, including North America, Europe, and Asia/Pacific Rim.

         “The acquisition of SYNAVANT is an important step toward achieving our objective of being the pharmaceutical industry’s leading information, software, and services supplier globally,” said Dendrite Chairman and Chief Executive Officer John Bailye. “With the addition of SYNAVANT’s tremendous industry knowledge, as well as its extensive portfolio of products and services, we are well poised to build on this initiative. We are on course and expect the integration to progress quickly and smoothly. Soon after integration, we expect to be launching a number of new products. In addition, we are focusing our attention on enhancing customer satisfaction, which is paramount to our success.”

         Integration teams consisting of members from both companies are working to ensure a rapid and smooth combination. Dendrite expects to provide updated financial guidance as part of its second quarter earnings report.

                                                      About Dendrite

       Dendrite develops and delivers solutions that increase the productivity of sales, marketing, and clinical processes for pharmaceutical and other life science clients. For more information, visit www.dendrite.com.

Investor Relations
Marilyn Kolek
908-541-5903
marilyn.kolek@dendrite.com

                                                           Note: Dendrite is a registered trademark of Dendrite International, Inc.

The foregoing contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The statements may be identified by such forward-looking terminology as “expect,” “believe,” “may,” “will,” “intend,” “plan,” and similar statements or variations. All “outlook” information constitutes forward-looking statements. Such forward-looking statements are based on our current expectations, estimates, assumptions and projections and involve certain significant risks and uncertainties, including those which may result from our dependence on the pharmaceutical industry; dependence on major customers; economic pressures and legislative and regulatory impact on our customers; fluctuations in quarterly revenues due to lengthy sales and implementation cycles for our products; our fixed expenses in relation to fluctuating revenues; successful and timely development and introduction of new products and versions; rapid technological changes; increased competition; international operations; acquisitions; our ability to attract and retain key personnel; the protection of our proprietary technology; our ability to compete in the Internet-related products and services market; the continued demand for Internet-related products and services; the ability of our third party vendors to respond to technological change; our ability to maintain our relationships with third-party vendors; results from strategic relationships; risks associated with events that may affect the world economy, including terrorism, military action in the Middle East or threat of other hostilities in the Middle East, Asia and other geographical regions; catastrophic events which could negatively affect our information technology infrastructure; difficulties disposing of certain of our facilities; and unexpected changes in accounting regulations, standards or interpretations. Other important factors that should be considered are included in the Company’s 10-K, 10-Qs, and other reports filed with the SEC. Actual results may differ materially. The Company assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or other changes affecting such forward-looking statements.

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