-----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, T+MjXmFqaHR2V/lbmb4/zBSSnPYVYMIayjjMr6zclkmnMuXpo9LdC+q4qi0BrZU5 uqXr4POLWeH6t5RIR+ASyw== 0000950172-99-000826.txt : 19990630 0000950172-99-000826.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950172-99-000826 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990629 EFFECTIVENESS DATE: 19990629 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: S-8 SEC ACT: SEC FILE NUMBER: 333-81783 FILM NUMBER: 99654430 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 S-8 1 S-8 As filed with the Securities and Exchange Commission on June 29, 1999 =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Dendrite International, Inc. (Exact Name of Registrant as Specified in Its Charter) New Jersey (State or Other Jurisdiction of Incorporation or Organization) 22-2786386 (I.R.S. Employer Identification Number) 1200 Mount Kemble Avenue, Morristown, New Jersey 07960-6797 Telephone: (973) 425-1200 (Address of Principal Executive Offices) (Zip Code) 1994 Incentive and Non-Qualified Stock Option Plan of CorNet International, Ltd. (Full Title of the Plan) Christopher J. French Vice President, General Counsel and Secretary Dendrite International, Inc. 1200 Mount Kemble Avenue Morristown, New Jersey 07960-6797 (Name and Address of Agent for Service) (973) 425-1200 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
================================================================================================== Proposed Proposed Maximum Maximum Amount of Title of Each Class of Amount to be Offering Price Aggregate Registration Securities to be Registered Registered Per Share(1) Offering Price(2) Fee - -------------------------------------------------------------------------------------------------- Common Stock, no par value 213,149 $16.45 $435,271.22 $121.01
- ---------------- (1) The maximum offering price per share varies due to differing exercise prices. $16.45 is the highest exercise price of the securities being registered. (2) Pursuant to Rule 457(h), the proposed maximum aggregate offering price was calculated by multiplying the amount of securities being registered by their respective exercise prices. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS EXPLANATORY NOTE As permitted by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this registration statement as required by Rule 428(b). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of such Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents By Reference The following documents filed with the Commission by the registrant, Dendrite International, Inc., a New Jersey corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this registration statement. 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1998 filed with the Commission on March 26, 1999. 2. The Company's Quarterly Reports on Form 10-Q for the quarter ended March 31, 1999 filed with the Commission May 17, 1999. 3. The description of the Company's Common Stock, no par value ("Common Stock") contained in the Company's Registration Statement on Form 8-A filed with the Commission on May 24, 1995. 4. The description of the Common Stock contained in the Company's Amendment No. 1 to the Registration Statement on Form 8-A filed with the Commission on June 9, 1995. 5. The description of the Common Stock contained in the Company's Amendment No. 2 to the Registration Statement on Form 8-A filed with the Commission on June 21, 1995. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Section 14A:3-5 of the New Jersey Business Corporation Act ("NJBCA") gives the Company power to indemnify each of its directors and officers against expenses and liabilities in connection with any proceeding involving him by reason of his being or having been a director or officer if (a) 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 (b) with respect to any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. However, in a proceeding by or in the right of the Company, there shall be no indemnification in respect of any liabilities or expenses if the officer or director shall have been adjudged liable to the Company unless the court in such proceeding determines he is entitled to indemnification for such liabilities and/or expenses. Furthermore, no indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to such director or officer establishes that his acts or omissions (a) were in breach of his duty of loyalty to the Company and its stockholders, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by the director or officer of an improper personal benefit. The NJBCA defines an act or omission in breach of a person's duty of loyalty as an act or omission which that person knows or believes to be contrary to the best interests of the Company or its stockholders in connection with a matter in which he has a material conflict of interest. If a director or officer is successful in a proceeding, the statute mandates that the Company indemnify him against expenses. The Company's Restated Certificate of Incorporation, as permitted by New Jersey law, eliminates the personal liability of the directors and officers to the Company or its shareholders for monetary damages for breaches of such director's or officer's duty of care or other duties as a director or officer; except liabilities for any breach of duty based upon an act or omission (a) in breach of such person's duty of loyalty to the corporation or its shareholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit. In addition, the Company's Restated By-laws provide broad indemnification rights to directors and officers so long as the director or officer acted in a manner believed in good faith to be in or not opposed to the best interest of the Company and with respect to criminal proceedings if the director had no reasonable cause to believe his or her conduct was unlawful. The Company believes that the protection provided by these provisions will help the Company attract and retain qualified individuals to serve as officers and directors. These provisions also will limit the remedies available to a stockholder who is dissatisfied with a Board decision protected by these provisions, and such stockholder's only remedy may be to bring a suit to prevent the Board's action. The Company maintains a directors' and officers' liability insurance policy. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits Exhibit No. Description - ------- ----------- 3.1 Restated Certificate of Incorporation of the Company dated November 30, 1995 (incorporated by reference to Exhibit 3.1 to the Company's July 30, 1996 Quarterly Report on Form 10-Q, filed with the Commission on August 15, 1996). 3.2 By-laws of the Company, as amended (incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, filed with the Commission on November 13, 1995). 4.1 Specimen of Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 filed with the Commission on May 17, 1995). 4.2 The 1994 Incentive and Non-Qualified Stock Option Plan of CorNet International, Ltd (the "Stock Option Plan") dated July 1, 1994. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom, LLP as to the validity of Common Stock, no par value, issued under the Stock Option Plan. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom, LLP (contained in Exhibit 5.1 attached hereto). 23.2 Consent of Arthur Andersen LLP, independent public accountants. 24.1 Power of Attorney is included in the signature page of the Registration Statement. Item 9. Required Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the Township of Harding, State of New Jersey, on the 29th day of June, 1999. DENDRITE INTERNATIONAL, INC. By : /s/ Christopher J. French Christopher J. French Vice President, General Counsel and Secretary KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John E. Baily, George T. Robson and Christopher J. French, and each of them acting individually, as his attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign the Registration Statement on Form S-8 of Dendrite International, Inc. and any and all amendments thereto under the Securities Act of 1933, including any and all pre-effective or post-effective amendments, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he might or could do in person, and hereby ratifies, approves and confirms all that his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ John E. Bailye Chief Executive Officer, June 29, 1999 - ------------------------- President and Director John E. Bailye /s/ George T. Robson Senior Vice President and June 29, 1999 - ------------------------- Chief Financial Officer George T. Robson /s/ Bernard M. Goldsmith Director June 29, 1999 - ------------------------- Bernard M. Goldsmith /s/ John H. Martinson Director June 29, 1999 - ------------------------- John H. Martinson /s/ Paul A. Margolis Director June 29, 1999 - ------------------------- Paul A. Margolis /s/ Edward J. Kfoury Director June 29, 1999 - ------------------------- Edward J. Kfoury /s/ Terence H. Osborne Director June 29, 1999 - ------------------------- Terence H. Osborne EXHIBIT INDEX Exhibits No. Description - -------- ----------- 3.1 Restated Certificate of Incorporation of the Company dated November 30, 1995 (incorporated by reference to Exhibit 3.1 to the Company's June 30, 1996 Quarterly Report on Form 10-Q, filed with the Commission on August 15, 1996). 3.2 By-laws of the Company, as amended (incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, filed with the Commission on November 13, 1995). 4.1 Specimen of Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 filed with the Commission on May 17, 1995). 4.2 The 1994 Incentive and Non-Qualified Stock Option Plan of CorNet International, Ltd. dated July 1, 1994. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom, LLP as to the validity of the Common Stock issued under the Stock Option Plan. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom, LLP (contained in Exhibit 5.1 attached hereto). 23.2 Consent of Arthur Andersen LLP, independent public accountants. 24.1 Power of Attorney is included in the signature page of the Registration Statement. EX-4 2 EXHIBIT 4.2 - STOCK OPTION PLAN EXHIBIT 4.2 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN ARTICLE I PURPOSE This 1994 STOCK OPTION PLAN (the "Plan") is intended as an incentive to improve the performance and encourage the continued employment of eligible employees of CorNet International Ltd. (the "Company") participating in the Plan, by means of increasing their proprietary interest in the Company's long-term success through stock ownership and by affording them the opportunity for additional compensation related to the value of the Company's stock. The word "Company", when used in the Plan with reference to employment, shall include subsidiaries of the Company, within the meaning of Section 425(f) of the internal Revenue Code of 1986, as it may be amended from time to time (the "Code"). It is intended that certain options granted under the Plan will qualify as "incentive stock options" under Section 422A of the Code. ARTICLE II ADMINISTRATION The Plan shall be administered by a Stock Option Committee (the "Committee") appointed by the Board of Directors of the Company (the "Board") from among its members and shall consist of not less than three members thereof who are (and shall remain Committee members only so long as they remain) "disinterested persons" as defined in Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act") Subject to the provisions of the Plan, the Committee shall have sole authority in its absolute discretion: (a), to determine which of the eligible employees of the Company shall be granted options; (b) to authorize the granting of both incentive stock options and nonqualified stock options; (c) to determine the times when options shall be granted and the number of shares to be subject to options; (d) to determine the option price of the shares subject to each option, which price shall be not less than the minimum specified in ARTICLE V hereof, (e) to determinations the time or times when each option becomes exercisable, the duration of the exercise period and any other restrictions on the exercise of options issued hereunder; (f) to prescribe the form or forms of the option agreements under the Plan (which forms shall be consistent with the terms of the Plan but need not be identical and may contain such terms as the Committee may deem appropriate to carry out the purposes of the Plan, the rules and regulations and the option agreements under the Plan and to make all other determinations deemed necessary or advisable for the administration of the Plan. AR decisions, determinations and interpretations of the Committee shall be final and binding on all optionees. ARTICLE III STOCK The stock to be subject to options granted under the Plan shall be shares of authorized but unissued Common Stock of the company or previously issued shares of Common Stock reacquired by the Company and held in its treasury (the "Stock"). Under the Plan the total number of shares of Stock which may be purchased pursuant to options granted hereunder shall not exceed in the aggregate, One Hundred and Fifty Thousand, (150,000) shares, except as such number of shares shall be adjusted in accordance with the provisions of ARTICLE X hereof. The number of shares of Stock available for grant of options under the Plan shall be decreased by the sum of the number of shares with respect to which options have been issued and are then outstanding and the number of shares issued upon exercise of options. In the event that any outstanding option under the Plan for any reason expires, is terminated or is canceled prior to the end of the period during which options may be granted, the shares of Stock called for by the unexercised portion of such option may again be subject to an option under the Plan. ARTICLE IV ELIGIBILITY OF PARTICIPANTS Any person regularly employed by the Company on a full-time, salaried basis, including officers and other key employees of the Company (but excluding any person who is a member of the Committee), shall be eligible to participate in the Plan. ARTICLE V OPTION PRICE The option price of each option granted under the Plan shall be determined by the Committee; provided, however, that in the case of each incentive stock option granted under the Plan, the option price shall not be less than the fair market value of the shares at the time the option was granted. In no event shall the option price of any option be less than the par value per share of Stock on the date an option is granted. If the Company's Common Stock is quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the fair market value shall be deemed to be the mean between the last quoted bid and asked prices on NASDAQ on the date immediately preceding the date on which the option is granted, or if not quoted on that day, then on the last preceding date on which such stock is quoted. If the Company's Common Stock is listed on one or more national securities exchanges, the fair market value shall be deemed to be the mean between the highest and lowest sale prices reported on the principal national securities exchange on which such stock is listed and traded on the date immediately preceding the date on which the option is granted, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported. If the Company's Common Stock is not quoted on NASDAQ or listed on an exchange, or representative quotes are not otherwise available, the fair market value of the Stock shall mean the amount determined by the Committee to be the fair market value, based upon a good faith attempt to value the Stock accurately and computed in accordance with applicable regulations of the Internal Revenue Service. ARTICLE VI EXERCISE AND TERMS OF OPTIONS The Committee shall determine the dates after which options may be exercised, in whole or in part. If an option is exercisable in installments, then the portions of the option which are exercisable but are not exercised, shall remain exercisable. Any other provision of the Plan notwithstanding and subject to ARTICLE VII hereof , no option which is an incentive stock option shall be exercised after a date which is five years from the date of grant of such option ("Termination Date") . ARTICLE VII SPECIAL PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS ONLY With respect to incentive stock options, the aggregate fair market value (determined at the time the option is granted) of the Stock with respect to which incentive stock options may be exercisable for the first time by an optionee during any calendar year (under the Plan and any other stock option plan of the Company and any parent or subsidiary thereof) shall not exceed $100,000. No incentive stock option may be granted to an individual who, at the time the option is granted, owns directly, or indirectly within the meaning of Section 425(d) of the Code, stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary thereof, unless such option (i) has an option price of at leas 1 10 percent of the fair market value of the Stock on the date of the grant of such option; and (ii) such option cannot be exercised more than five years after the date it is granted. ARTICLE VIII PAYMENT FOR SHARES Payment for shares of Stock acquired pursuant to an option granted hereunder shall be made in full upon the exercise of the option, by a check payable to the order of the Company. ARTICLE IX NON-TRANSFERABILITY OF OPTION RIGHTS No option shall be transferable, except by will or the laws of descent and distribution. During the lifetime of the optionee, the option shall be exercisable only by the optionee. ARTICLE X ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC. The aggregate number of shares of Stock which may be purchased or acquired pursuant to options granted hereunder, the number of shares of Stock covered by each outstanding option and the price per share thereof in each such option, shall be appropriately adjusted for any increase or decrease in the number of outstanding shares of Stock resulting from a stock split or other subdivision or consolidation of shares of Stock or for other capital adjustments or payments of stock dividends or distributions or other increase or decreases in the outstanding shares of Stock effected without receipt of consideration by the Company. Any adjustment shall be conclusively determined by the Committee. If the Company shall be the surviving corporation in any merger or reorganiza tion or other business combination, any option granted hereunder shall cover the securities or other property to which a holder of the number of shares of Stock covered by the unexercised portion of the option would have been entitled pursuant to the terms of the merger. Upon any merger or reorganization or other business combination in which the Company shall not be the surviving corporation, or a dissolution or liquidation of the Company, or a sale of all or substantially all of its assets, the Company shall pay to each optionee in cash, in exchange for the cancellation of any outstanding options of the optionee hereunder, an amount equal to the difference between the fair market value (on the date of the applicable corporate transaction) of the Stock subject to the unexercised portion of the option and the exercise price of such portion of the option. Notwithstanding the foregoing, in the event of such merger or other business combination or a sale of all or substantially all of the Company's assets, the surviving or resulting corporation, as the case may be, or any parent or acquiring corporation thereof, may grant substitute options to purchase its shares on such terms and conditions, both as to the number of shares and otherwise, which shall substantially preserve, in the good faith judgment of the Committee, the rights and benefits of any option then outstanding hereunder. Stock option agreements under the Plan may provide that upon stockholder approval of a merger, reorganization or other business combination, whether or not the Company is the surviving corporation, or a dissolution or liquidation of the Company or a sale of all or substantially all of its assets, all unmatured installments of the stock option shall vest and become immediately exercisable in full. The foregoing adjustments and the manner of application of the foregoing provisions, including the issuance of any substitute options, shall be determined by the Committee in its sole discretion. Any such adjustment may provide for the elimination of any fraction share which might otherwise become subject to an option. ARTICLE XI NO OBLIGATION TO EXERCISE OPTION Granting of an option shall impose no obligation on the recipient to exercise such option. ARTICLE XII USE OF PROCEEDS The proceed received from the sale of Stock pursuant to the Plan shall be used for general corporate purposes. ARTICLE XIII RIGHTS AS A STOCKHOLDER An optionee or a transferee of an option shall have no rights as a stockholder with respect to any share covered by his option until such person shall have become the holder of record of such share, and such person shall not be entitled to any dividends or distributions or other rights in respect of such share for which the record date is prior to the date on which such person shall have become the holder of record thereof, except as otherwise provided in ARTICLE X. ARTICLE XIV EMPLOYMENT RIGHTS Nothing in the Plan or in any option granted hereunder shall confer on any optionee any right to continue in the employ of the Company, or to interfere in any way with the right of the Company to terminate the optionee's employment at any time. ARTICLE XV COMPLIANCE WITH THE LAW The Company is relieved from any liability for the nonissuance or nontransfer or any delay in the issuance or transfer of any shares of Stock subject to options under the Plan which results from the inability of the Company to obtain, or any delay in obtaining, from any regulatory body having jurisdiction, all requisite authority to issue or transfer any such shares if counsel for the Company deems such authority necessary for lawful issuance or transfer thereof. Appropriate legends may be place on the Stock certificates evidencing shares issued upon exercise of options to reflect any transfer restrictions. ARTICLE XVI CANCELLATION OF OPTIONS The Committee, in its discretion, may, with the consent of any optionee, cancel any outstanding option hereunder. ARTICLE XVII EFFECTIVE DATE; EXPIRATION DATE OF PLAN The Plan shall become effective upon adoption by the Company's Board of Directors. The expiration date of the Plan, after which no option may be granted hereunder, shall be the fifth anniversary of the adoption of the Plan by the Board of Directors. ARTICLE XVIII AMENDMENT OR DISCONTINUANCE OF PLAN The Board may, without the consent of the optionees under the Plan, at any time terminate the Plan entirely and at any time or from time to time amend or modify the Plan; provided, however, that no such action shall adversely affect options thereto fore granted hereunder. EX-5 3 EXHIBIT 5.1 - OPINION EXHIBIT 5.1 June 29, 1999 Dendrite International, Inc. 1200 Mount Kemble Avenue Morristown, New Jersey 07960-6797 Gentlemen: We have acted as special counsel to Dendrite International, Inc., a New Jersey corporation (the "Company"), in connection with the registration by the Company of up to 213,149 shares (the "Shares") of Common Stock, no par value (the "Common Stock"), pursuant to the 1994 Incentive and Non-Qualified Stock Option Plan of CorNet International, Ltd. (the "CorNet Stock Option Plan"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"). In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Company's Registration Statement on Form S-8, relating to the Shares, filed with the Securities and Exchange Commission (the "Commission") under the Securities Act on June 29, 1999 (together with all exhibits thereto, the "Registration Statement"), (ii) the Restated Certificate of Incorporation of the Company, as currently in effect, (iii) the By-Laws of the Company, as currently in effect, (iv) specimen certificates representing the Common Stock, (v) the CorNet Stock Option Plan, and (vi) certain resolutions of the Board of Directors of the Company and drafts of certain resolutions (the "Draft Resolutions") of the Board of Directors of the Company relating to the issuance and registration of the Shares and related matters. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submit ted to us as originals, the conformity to original documents of all documents submit ted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of documents executed or to be executed by parties other than the Company, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon oral or written statements and representations of officers and other representations of the Company and others. Members of the firm are admitted to the Bar in the State of New Jersey, and we do not express any opinion as to the laws of any other jurisdiction. Based upon and subject to the foregoing, we are of the opinion that the Shares to be issued upon exercise of the options granted pursuant to the CorNet Stock Option Plan have been duly and validly authorized and, when (i) the Draft Resolutions have been adopted by the Board of Directors, (ii) the Shares have been issued, delivered and paid for upon exercise of such options in accordance with the terms of the CorNet Stock Option Plan, and (iii) certificates representing the Shares in the form of the specimen certificates examined by us have been manually signed by an authorized officer of the transfer agent and registrar, such Shares will be duly and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP EX-23 4 EXHIBIT 23.2 - CONSENT EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement (on Form S-8) of our report dated January 27, 1999 included in Dendrite International, Inc.'s Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Philadelphia, Pa. June 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----