10-Q/A 1 secondqtr10qa-2003.htm Form 10-Q for the quarterly period ended June 30, 2003

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q/A
(Amendment No. 1)

[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended June 30, 2003

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from _ to _

Commission File Number 0-26138

Dendrite International, Inc.

(Exact name of registrant as specified in its charter)

New Jersey

22-2786386

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)

1200 Mount Kemble Avenue
Morristown, NJ 07960
————————————————————
(Address, including zip code, of
principal executive offices)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act): [ X ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date: at August 11, 2003 there were 40,419,646 shares of common stock outstanding.

DENDRITE INTERNATIONAL, INC.
INDEX

	PAGE NO.

Explanatory Note		3

ITEM 6. Exhibits and Reports on Form 8-K		4

Signatures		6

Explanatory Note

This Form 10-Q/A amends Item 6 and exhibits 31.1 and 31.2 of the Dendrite International, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed on August 14, 2003, to correct an error made during the EDGARizing of the form of Section 302 Sarbanes-Oxley certifications filed as exhibits 31.1 and 31.2 to the Form 10-Q. The correct form of Section 302 certifications had in fact been executed by the CEO and CFO of the Company at the time the Quarterly Report on Form 10-Q was originally filed on August 14, 2003. However, the EDGARized version of the Form 10-Q mistakenly did not contain the correct form of Section 302 certifications. This amendment also includes Exhibit 10.44 which was listed as an exhibit but was inadvertently omitted from the Form 10-Q in connection with the Northeast power outage on August 14, 2003.

ITEM 6. Exhibits and Reports on Form 8-K

(i) Exhibits

10.39

Distribution Agreement between IMS Health Incorporated and Synavant Inc. dated as of August 31, 2000.

10.40

Amendment to Distribution Agreement between IMS Health Incorporated and Synavant Inc. dated as of June 16, 2003.

10.41

Restated Xponent Data License Agreement between IMS Health Incorporated and Synavant Inc. dated as of April 26, 2001.

10.42

Amendment to Restated Xponent Data License Agreement between IMS Health Incorporated, Synavant Inc. and Dendrite International, Inc. dated as of June 16, 2003.

10.43

Synavant Inc. 2000 Savings Equalization Plan.

10.44

Cross License between IMS Health Incorporated and Synavant Inc. dated as of August 31, 2000.

31.1

Certification of John E. Bailye, Chairman of the Board and Chief Executive Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) dated August 13, 2003.

31.2

Certification of Kathleen E. Donovan, Senior Vice President and Chief Financial Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) dated August 13, 2003.

31.3

Certification of John E. Bailye, Chairman of the Board and Chief Executive Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) dated August 18, 2003.

31.4

Certification of Kathleen E. Donovan, Senior Vice President and Chief Financial Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) dated August 18, 2003.

32.1

Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by John E. Bailye, Chairman of the Board and Chief Executive Officer of the Company, and Kathleen E. Donovan, Senior Vice President and Chief Financial Officer of the Company dated August 13, 2003.

32.2

(ii) Reports on Form 8-K

(a)

The Company filed a Current Report on Form 8-K on July 1, 2003, pursuant to “Item 2. Acquisition or Disposition of Assets” and “Item 7. Financial Statements, Pro Forma Financial Information and Exhibits” relating to its acquisition of Synavant Inc.

(b)

The Company filed a Current Report on Form 8-K on June 20, 2003, pursuant to “Item 5. Other Events and Regulation FD Disclosure” and “Item 7. Financial Statements, Pro Forma Financial Information and Exhibits” relating to a credit agreement by and among the Company, certain lenders and JPMorgan Chase Bank.

(c)

The Company filed a Current Report on Form 8-K on May 20, 2003, pursuant to “Item 5. Other Events and Regulation FD Disclosure” and “Item 7. Financial Statements, Pro Forma Financial Information and Exhibits” relating to an amendment to the Agreement and Plan of Merger by and among the Company, Synavant Inc. and Amgis Acquisition Co. and a promissory note by and between the Company and Synavant Inc.

(d)

The Company filed a Current Report on Form 8-K on May 19, 2003, pursuant to “Item 5. Other Events and Regulation FD Disclosure” and “Item 7. Financial Statements, Pro Forma Financial Information and Exhibits” relating to an amendment to the Agreement and Plan of Merger by and among the Company, Synavant Inc. and Amgis Acquisition Co.

(e)

The Company filed a Current Report on Form 8-K on May 12, 2003, pursuant to “Item 5. Other Events and Regulation FD Disclosure” and “Item 7. Financial Statements, Pro Forma Financial Information and Exhibits” relating to the Agreement and Plan of Merger by and among the Company, Synavant Inc. and Amgis Acquisition Co.

(f)

The Company furnished a Current Report on Form 8-K on April 24, 2003, pursuant to “Item 7. Financial Statements, Pro Forma Financial Information and Exhibits,” “Item 9. Regulation FD Disclosure” and “Item 12. Results of Operations and Financial Condition” relating to its financial results for the first quarter of 2003.

Signatures

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 thereunto duly authorized.

Date: August 18, 2003

By: KATHLEEN E. DONOVAN
——————————————
Kathleen E. Donovan, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)

EXHIBIT INDEX

Number

Description