S-8 POS 1 a05-22586_1s8pos.htm POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT

 

As filed with the Securities and Exchange Commission on December 30, 2005

 

Registration No. 333-100733

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

POST-EFFECTIVE AMENDMENT NO. 1 TO

 

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

 

22-2786386

(State or Other Jurisdiction of Incorporation or Organization)

 

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

 

 

 

1405 U.S. HIGHWAY 206
BEDMINSTER, NEW JERSEY 07921

(Address of Principal Executive Offices)

 

FIRST AMENDED SAI HOLDINGS, INC. LONG-TERM INCENTIVE STOCK OPTION PLAN

(Full Title of the Plan)

 

CHRISTINE A. PELLIZZARI, Esq.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
DENDRITE INTERNATIONAL, INC.
1405 U.S. HIGHWAY 206
BEDMINSTER, NEW JERSEY 07921
908-443-2000

(Name, Address and Telephone Number of Agent For Service)

 

With a Copy to:

WARREN J. CASEY, ESQ.
PITNEY HARDIN LLP
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
(973) 966-6300

 


 

DEREGISTRATION

 

The Registration Statement on Form S-8 (Registration No. 33-100733) (the “Registration Statement”) of Dendrite International, Inc. (the “Company”) pertaining to the registration of 1,000,000 shares of the Company’s common stock in connection with the Company’s First Amended SAI Holdings, Inc. Long-Term Incentive Stock Option Plan (the “Plan”) was filed with the Securities and Exchange Commission on October 25, 2002. The Company has terminated the Plan, and 535,213 shares registered in connection with the Plan were never issued. Pursuant to an undertaking made by the Company in the Registration Statement, the Company hereby removes 535,213 shares from registration.

 

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Bedminster, State of New Jersey, on this 30th day of December, 2005.

 

 

Dendrite International, Inc.

 

(Registrant)

 

 

 

By:

JEFFREY J. BAIRSTOW

 

 

Name:

Jeffrey J. Bairstow

 

Title:

Executive Vice President and Chief Financial
Officer

 

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and directors of the Registrant hereby severally constitutes and appoints John E. Bailye and Christine A. Pellizzari, and each of them, their true and lawful attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all amendments to this Registration Statement (including any 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 attorney-in-fact 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 to all intents and purposes as he or she might or could in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

 

2



 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

 

 

 

 

 

JOHN E. BAILYE

 

 

 

 

December 30, 2005

John E. Bailye

 

Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)

 

 

 

 

 

 

 

JEFFREY J. BAIRSTOW

 

 

 

 

December 30, 2005

Jeffrey J. Bairstow

 

Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

 

 

 

 

 

 

 

BRENT J. COSGROVE

 

 

 

 

December 30, 2005

Brent J. Cosgrove

 

Vice President and Corporate
Controller (Principal Accounting
Officer)

 

 

 

 

 

 

 

JOHN A. FAZIO

 

 

 

 

December 23, 2005

John A. Fazio

 

Director

 

 

 

 

 

 

 

BERNARD M. GOLDSMITH

 

 

 

December 27, 2005

Bernard M. Goldsmith

 

Director

 

 

 

 

 

 

 

EDWARD J. KFOURY

 

 

 

 

December 30, 2005

Edward J. Kfoury

 

Director

 

 

 

 

 

 

 

PETER W. LADELL

 

 

 

 

December 30, 2005

Peter W. Ladell

 

Director

 

 

 

 

 

 

 

PAUL A. MARGOLIS

 

 

 

 

December 30, 2005

Paul A. Margolis

 

Director

 

 

 

 

 

 

 

JOHN H. MARTINSON

 

 

 

 

December 30, 2005

John H. Martinson

 

Director

 

 

 

 

 

 

 

TERENCE H. OSBORNE

 

 

 

 

December 30, 2005

Terence H. Osborne

 

Director

 

 

 

 

 

 

 

PETER G. TOMBROS

 

 

 

 

December 30,2005

Peter G. Tombros

 

Director

 

 

 

 

 

 

 

PATRICK J. ZENNER

 

 

 

 

December 30, 2005

Patrick J. Zenner

 

Director

 

 

 

3



 

EXHIBITS INDEX

 

Exhibit No.

 

Description

 

 

 

24.1  

 

Power of Attorney (included on signature page hereto).

 

4