11-K 1 a06-8052_111k.htm ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE, SAVINGS PLANS

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

 

ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2004

 

OR

 

o TRANSITION REPORT PURSUANT TO SECTION 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number:  001-16379

 

A.     Full title of the plan and address of the plan, if different from that of the issuer named below:

 

DENDRITE 401(k) PLAN

 

B.     Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

DENDRITE INTERNATIONAL, INC.

1405 ROUTE 206 SOUTH

BEDMINSTER, NEW JERSEY 07921

 

 



 

Dendrite 401(k) Plan

 

Table of Contents

 

Reports of Independent Registered Public Accounting Firms

 

 

 

Financial Statements:

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003

 

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2004

 

 

 

Notes to Financial Statements

 

 

 

Supplemental Schedule:

 

 

 

Form 5500, Schedule H, Part IV, Line 4i-Schedule of Assets (Held at End of Year) as of December 31, 2004

 

 

 

Signature Page

 

 

 

Exhibit Index

 

 

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 



 

Report of Independent Registered Public Accounting Firm

 

To the Participants and Administrative Committee of

Dendrite 401(k) Plan:

 

We have audited the accompanying statement of net assets available for benefits of Dendrite 401(k) Plan (the “Plan”) as of December 31, 2004, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2004, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

/s/ Deloitte & Touche LLP

 

 

Parsippany, New Jersey

April 3, 2006

 

1



 

Report of Independent Registered Public Accounting Firm

 

To the Participants and Administrative Committee of the

Dendrite 401(k) Plan:

 

We have audited the accompanying statement of net assets available for benefits of the Dendrite 401(k) Plan (the “Plan”) as of December 31, 2003. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit. 

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ BDO Seidman, LLP

 

 

Woodbridge, New Jersey

October 25, 2005

 

2



 

Dendrite 401(k) Plan

 

Statements of Net Assets Available for Benefits

December 31, 2004 and 2003

 

 

 

2004

 

2003

 

ASSETS:

 

 

 

 

 

Investments:

 

 

 

 

 

Cash and cash equivalents

 

$

48,608

 

$

156

 

Mutual funds

 

39,113,362

 

19,971,671

 

Common/collective trust

 

12,463,507

 

6,132,908

 

Dendrite International, Inc. common stock

 

1,503,025

 

1,225,713

 

Self-direct brokerage account

 

396,457

 

185,398

 

Loans to participants

 

680,308

 

207,860

 

Total investments

 

54,205,267

 

27,723,706

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Participant contributions

 

176,637

 

138,097

 

Employer contributions

 

246,383

 

54,840

 

Accrued income

 

216

 

2,248

 

Total receivables

 

423,236

 

195,185

 

 

 

 

 

 

 

Total assets

 

54,628,503

 

27,918,891

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Payables for securities purchased

 

176,637

 

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

54,451,866

 

$

27,918,891

 

 

See accompanying notes to the financial statements.

 

3



 

Dendrite 401(k) Plan

 

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2004

 

ADDITIONS:

 

 

 

Net investment income:

 

 

 

Dividends

 

$

1,419,665

 

Interest

 

70,395

 

Net appreciation in fair value of investments

 

3,492,817

 

Net investment income

 

4,982,877

 

 

 

 

 

Contributions:

 

 

 

Participants

 

6,100,250

 

Employer

 

2,059,426

 

Rollovers

 

364,656

 

Total contributions

 

8,524,332

 

 

 

 

 

Transfers:

 

 

 

Transfers into the Plan (Note 7)

 

18,845,475

 

 

 

 

 

Total additions

 

32,352,684

 

 

 

 

 

DEDUCTIONS:

 

 

 

Benefits paid to participants

 

5,819,709

 

 

 

 

 

INCREASE IN NET ASSETS

 

26,532,975

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS,

 

 

 

BEGINNING OF YEAR

 

27,918,891

 

END OF YEAR

 

$

54,451,866

 

 

See accompanying notes to the financial statements.

 

4



 

Dendrite 401(k) Plan

 

Notes to Financial Statements

 

1. Description of the Plan

 

The following description of the Dendrite 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the plan document, as amended and restated, and to the summary plan description for more complete information.

 

General - The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) and complies with the Internal Revenue Code of 1986, as amended (the “Code”). Those eligible to participate in the Plan are salaried employees of Dendrite International, Inc. and Subsidiaries (the “Company”) who have attained the age of 21.

 

Participants Contributions - Participants may make elective salary deferral contributions up to 40 percent of their pretax compensation. Participant elected salary deferrals are limited to the maximum allowable under the Code ($13,000 for participants under 50 years of age and $16,000 for participants 50 years of age or older in 2004). Distributions from other qualified retirement plans can also be transferred into the Plan and retained as a rollover contribution.

 

Employer Contributions - The Company makes matching contributions to the accounts of participants who have completed one year of service with the Company. The match is equal to 50 percent of that portion of a participant’s contributions that does not exceed 6 percent of the participant’s total compensation.

 

Synavant Rule of 50 Contributions - The Company makes an annual contribution of 2% of the participant’s compensation, as defined, to the accounts of participants who, as of July 1, 2000 were participants in the IMS Health Incorporated Retirement Plan with at least five years of vesting service, and whose age plus years of vesting service equaled at least 50 as of July 31, 2000.  Such contributions continue through and including the plan year in which such participant attains the age of 65.

 

Rollovers - All employees, upon commencement of employment, are provided the option of making a rollover contribution into the Plan in accordance with the Internal Revenue Service (the “IRS”) regulations.

 

Participant Accounts - Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s elected salary deferral, employer matching contributions, and an allocation of the Plan’s earnings and charged with withdrawals and an allocation of the Plan’s losses. Earnings are allocated by fund under a daily valued recordkeeping system maintained by Merrill Lynch Trust Company, FSB. The benefit to which a participant is entitled is the vested balance in their account. Terminated participants forfeit non-vested Company contributions.

 

Vesting - Participants are immediately 100 percent vested in their participant elected salary deferrals and earnings thereon. Vesting in employer matching contributions and earnings on these amounts is based on years of service. Participants vest at a rate of 20 percent per year, becoming fully vested after five years of credited service or attainment of normal retirement age, as defined in the Plan document.

 

5



 

Investment Options - Participants may elect to invest their salary deferrals, along with the employer matching contribution, in various investment options offered by Merrill Lynch Trust Company, FSB and/or in the Company’s common stock.

 

As defined in the Plan document, participants are allowed to redirect their future investment contributions or reallocate their existing account balances among investment options.

 

Participant Loans - Participants are entitled to borrow in a limited capacity from the Plan. Loans are limited to the lesser of $50,000 or 50 percent of the participant’s vested account balance with a minimum loan amount of $1,000. Loan repayments are made in the form of direct withdrawals from the participant’s payroll funds. Loans bear interest at 1% above prime rate and are repayable over no more than five years, unless the loan provides funding for the purchase of the participant’s principal residence in which case it is repayable over 20 years. The interest rates range from 5%-11% for loans outstanding at December 31, 2004 and 5%-10.50% for loans outstanding at December 31, 2003.

 

Forfeitures - Forfeited balances of terminated participants’ non-vested accounts are used to reduce future employer contributions. As of December 31, 2004 and 2003, forfeited non-vested account balances were $354,185 and $3,877, respectively. During the year ended December 31, 2004, employer contributions were reduced by $134,113 from the utilization of the forfeited non-vested accounts.

 

Administrative Expenses - Administrative expenses incurred in the operation of the Plan are paid by the Company and are not reflected in the accompanying financial statements.

 

Benefit Payments - Upon termination of service due to death, disability or retirement, a participant or beneficiary may elect to receive either a lump-sum amount or installment payments, as defined in the Plan, equal to the value of the participant’s vested interest in his or her account. If a participant’s vested account balance is less than $5,000, the participant will automatically receive a lump sum.

 

2. Summary of Significant Accounting Policies

 

Basis of Accounting - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

 

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Administrator and Plan Management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

6



 

Valuation of Investments - The Plan’s investments, including the self-directed brokerage account, are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. All realized and unrealized gains and losses are included as part of net appreciation or depreciation in fair value of investments in the statement of changes in net assets available for benefits. Cash equivalents are stated at cost which approximates fair value. Loans to participants, which are subject to various interest rates, are valued at the outstanding loan balances which approximates fair value.

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Risks and Uncertainties - The Plan invests in various securities, including mutual funds, common/collective trusts and Dendrite International, Inc. common stock. Investment securities, in general, are exposed to various risks, such as interest rate and credit risks and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and such changes could materially affect the amounts reported in the financial statements.

 

Payment of Benefits - Benefits to participants are recorded when paid.

 

3. Investments

 

The Plan’s investments that represented five percent or more of the Plan’s net assets available for benefits as of December 31:

 

 

 

2004

 

 

 

 

 

*Merrill Lynch Retirement Preservation Trust Fund

 

$

12,463,507

 

*Merrill Lynch S&P 500 Index Fund

 

7,780,858

 

AllianceBernstein Premier Growth Fund

 

4,189,190

 

Templeton Foreign Fund

 

3,380,912

 

The Oakmark Equity and Income Fund

 

2,737,710

 

PIMCO MFS Small Cap Value Fund

 

3,686,987

 

PIMCO Total Return Fund

 

3,809,082

 

 

 

 

2003

 

 

 

 

 

*Merrill Lynch Retirement Preservation Trust Fund

 

$

6,132,908

 

*Merrill Lynch S&P 500 Index Fund

 

3,699,032

 

AllianceBernstein Premier Growth Fund

 

3,889,909

 

The Oakmark Equity and Income Fund

 

2,057,763

 

 

7



 

During 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

 

 

 

2004

 

 

 

 

 

Dendrite International, Inc. common stock

 

$

319,452

 

Mutual Funds

 

3,173,365

 

Net appreciation in fair value of investments

 

$

3,492,817

 

 


* Permitted party-in-interest

 

4. Federal Income Tax Status

 

The Internal Revenue Service determined and informed the Company by letter dated December 5, 2002, that the Plan and related trust are designed in accordance with the applicable regulations of the Internal Revenue Code. The Plan has been amended since receiving this determination letter. However, the Company and the Plan Administrator believe that the Plan is currently designed and is being operated in compliance with the applicable requirements of the Internal Revenue Code and that the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

5. Plan Termination

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue their contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts.

 

6. Exempt Party-In-Interest Transactions

 

Certain Plan investments are shares of mutual funds managed by Merrill Lynch Investment Managers. Merrill Lynch Trust Company, FSB is the trustee of the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. Charges and fees associated with investment management services are included as a reduction of the return earned on each fund.

 

At December 31, 2004 and 2003, the Plan held 77,475 and 78,071 shares, respectively, of Dendrite International, Inc. common stock with a cost basis of $1,220,580 and $671,225, respectively.

 

8



 

7. Transfers into the Plan

 

On January 2, 2004 the Synavant, Inc. 401(k) Plan was merged into the Plan. On that date, $18,845,475, was transferred into the Dendrite 401(k) Plan.

 

8. Reconciliation to Form 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2004, to Form 5500:

 

Net assets available for benefits per the financial statements

 

$

54,451,866

 

Less: Amounts allocated to withdrawing participants

 

(48,558

)

Net asset available for benefits per Form 5500

 

$

54,403,308

 

 

The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2004, to Form 5500:

 

Benefits paid to participants per the financial statements

 

$

5,819,709

 

Add: Amounts allocated to withdrawing participants

 

48,558

 

Benefits paid to participants per Form 5500

 

$

5,868,267

 

 

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2004, but not yet paid as of that date.

 

9. Subsequent Event

 

On January 1, 2006 the Plan was amended where by benefit payments will only be in the form of a lump-sum amount for participants and beneficiaries who begin receiving benefit payments on or after January 1, 2006.

 

On January 13, 2006 the BuzzeoPDMA Incorporated 401(k) Plan was merged into the Plan. On that date, participant account balances of approximately $908,000 were transferred into the Dendrite 401(k) Plan.

 

******

 

9



 

 

EIN:  22-2786386

 

Plan #:  001

 

Dendrite 401(k) Plan

 

Form 5500, Schedule H, Part IV, Line 4i-Schedule of Assets (Held at End of Year)

as of December 31, 2004

 

Identity of Issue, Borrower,
Lessor or Similar Party

 

Description of Investment

 

Number of
Shares, Units or
Par Value

 

Cost***

 

Current
Value

 

AllianceBernstein Premier Growth Fund

 

Mutual Fund

 

229,670

 

 

 

$

4,189,190

 

Alger Mid Cap

 

Mutual Fund

 

130,072

 

 

 

2,194,308

 

American Growth Fund

 

Mutual Fund

 

84,730

 

 

 

2,296,190

 

Calvert Income Fund

 

Mutual Fund

 

26,338

 

 

 

447,749

 

Eaton Vance Income Fund of Boston

 

Mutual Fund

 

33,059

 

 

 

217,528

 

Davis New York Venture Fund

 

Mutual Fund

 

47,096

 

 

 

1,445,385

 

Franklin Mutual Financial Fund

 

Mutual Fund

 

17,595

 

 

 

360,173

 

Lord Abbett Mid Cap Value

 

Mutual Fund

 

77,067

 

 

 

1,712,419

 

*Merrill Lynch Healthcare Fund

 

Mutual Fund

 

111,137

 

 

 

702,386

 

*Merrill Lynch Pacific Fund

 

Mutual Fund

 

16,248

 

 

 

335,196

 

*Merrill Lynch S&P 500 Index Fund

 

Mutual Fund

 

524,317

 

 

 

7,780,858

 

Oppenheimer US Government Fund

 

Mutual Fund

 

27,535

 

 

 

267,912

 

PIMCO MFS Small Cap Value Fund

 

Mutual Fund

 

127,843

 

 

 

3,686,987

 

PIMCO Total Return Fund

 

Mutual Fund

 

356,990

 

 

 

3,809,082

 

Seligman Henderson Global Technology

 

Mutual Fund

 

26,798

 

 

 

339,001

 

The Managers Special Equity Fund

 

Mutual Fund

 

7,564

 

 

 

683,881

 

The Oakmark Equity and Income Fund

 

Mutual Fund

 

116,846

 

 

 

2,737,710

 

Templeton Foreign Fund

 

Mutual Fund

 

274,871

 

 

 

3,380,912

 

Van Kampen Emerging Growth Fund

 

Mutual Fund

 

19,135

 

 

 

739,756

 

Van Kampen Growth & Income Fund

 

Mutual Fund

 

88,496

 

 

 

1,786,739

 

*Dendrite International, Inc.

 

Common Stock

 

77,475

 

 

 

1,503,025

 

*Merrill Lynch Self-Direct RCMA Option

 

Self-Direct Brokerage Account

 

396,457

 

 

 

396,457

 

*Merrill Lynch Retirement Preservation Trust Fund

 

Common/Collective Trust

 

12,463,507

 

 

 

12,463,507

 

Loans to participants**

 

 

 

 

 

 

 

680,308

 

Cash and cash equivalents

 

 

 

 

 

 

 

48,608

 

Total

 

 

 

 

 

 

 

$

54,205,267

 

 


* Represents a party-in-interest to the Plan

** Maturity dates range form January 2005 to April 2014. Interest rates range from 5.0% to 11.0%

*** Cost information is not required for participant-directed investments.

 

10



 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunder duly authorized.

 

 

 

Dendrite 401(k) Plan

 

 

 

Dated:

April 3, 2006

 

 

 

 

 

By:

BRENT J. COSGROVE

 

 

 

Brent J. Cosgrove

 

 

Member, Retirement Committee

 

11



 

Exhibit Index

 

Exhibit Number

 

Document

 

 

 

Exhibit 23.1

 

Consent of Deloitte & Touche LLP

 

 

 

Exhibit 23.2

 

Consent of BDO Seidman, LLP

 

12