-----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, QZcl6xtYK20kvZ7sZJJyKW57/FZQQxQyLpGP69sdSJV9/xfcT6qTI8ZwzcWBL8Go 3QVkUCEWBkewolVu7h45+w== 0000950172-01-000136.txt : 20010205 0000950172-01-000136.hdr.sgml : 20010205 ACCESSION NUMBER: 0000950172-01-000136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010131 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010201 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 033-92434 FILM NUMBER: 1521548 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 8-K 1 0001.txt 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 January 31, 2001 --------------------------------- (Date of earliest event reported) DENDRITE INTERNATIONAL, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) New Jersey 0-26138 22-2786386 - -------------- --------------------- ------------------- (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) 1200 Mount Kemble Avenue Morristown, New Jersey 07960-6767 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (973) 425-1200 ---------------------------------------------------- (Registrant's telephone number, including area code) - Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. ------------ Dendrite International, Inc. ("Dendrite") announced on January 31, 2001 that its Board of Directors has authorized a stock repurchase program whereby Dendrite may purchase up to $20 million of its outstanding common stock. Such purchases may be conducted in open market transactions or in privately negotiated transactions from time to time. For information regarding the stock repurchase program, reference is made to the press release, dated January 31, 2001, of this announcement attached as Exhibit 99 to this Form 8-K. Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits. Exhibit No. Exhibit - ----------- ------- 99 Press Release, dated as of January 31, 2001, by Dendrite International, Inc. concerning its stock repurchase program 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 hereunto duly authorized. DENDRITE INTERNATIONAL, INC. By: /s/ Christine A. Pellizzari --------------------------------- Name: Christine A. Pellizzari Title: Vice President, General Counsel and Secretary Date: February 1, 2001 INDEX TO EXHIBITS Exhibit No. Exhibit - ----------- ------- 99 Press Release, dated as of January 31, 2001, by Dendrite International, Inc. concerning its stock repurchase program EX-99 2 0002.txt EXHIBIT 99 - PRESS RELEASE Dendrite International, Inc. Announces Stock Repurchase Program MORRISTOWN, N.J.--(BUSINESS WIRE)--Jan. 31, 2001--Dendrite International, Inc., the leading provider of sales and marketing effectiveness solutions for the pharmaceutical industry (NASDAQ/NMS: DRTE - news), announced today that its Board of Directors has authorized a stock repurchase program (the "Repurchase Program "). The Board of Directors authorized the repurchase of up to $20 million of its out standing common stock over a two-year period. The Company will repurchase shares on the open market or in privately negotiated transactions from time to time. Repurchases of stock will be at management's discretion, depending upon price and availability. The repurchased shares will be held as treasury shares, which may be used to satisfy Dendrite's current and near term requirements under its equity incentive and other benefit plans and for other corpo rate purposes. Dendrite currently has approximately 40 million shares of common stock outstanding. John Bailye Chairman and Chief Executive Officer of Dendrite International, Inc. commented, "We believe that our stock presents a very attractive investment opportunity for the Company at this time. The implementation of the Repurchase Program serves to underscore our strong commitment to enhance shareholder value." ABOUT DENDRITE Dendrite International, Inc. (NASDAQ/NMS:DRTE - news) designs and supports technology-based knowledge systems that enhance the competitive activities of the sales forces of the world's leading pharmaceutical companies. Approximately one-third of all pharmaceutical sales representatives and their managers worldwide rely on Dendrite. www.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. Such forward-looking state ments are based on our current estimates and assumptions and involve certain significant risks and uncertainties, including: risks associated with and dependence on the pharmaceutical industry; fluctuations in quarterly revenues due to lengthy selling cycles, product implementation cycles, customer budget cycles, and timing of revenue recognition; dependence on major customers; successful and timely develop ment and introduction of new products and versions; rapid technological changes; increased competition; retention of key senior managers; and unique characteristics of the consumer packaged goods industry. Other important factors, which 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. Contact: Dendrite International, Inc. Brent Cosgrove, 973/425-1200 -----END PRIVACY-ENHANCED MESSAGE-----