-----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, GnFKEBzkPZ/6S4+Vow2nxttwsjaGrIizDu84iLDrZ3usLyZqS6DlAd0dish0nngq toeaO+oa8MaBOyFE3KCx7g== 0001104659-07-028638.txt : 20070417 0001104659-07-028638.hdr.sgml : 20070417 20070416184048 ACCESSION NUMBER: 0001104659-07-028638 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070416 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070417 DATE AS OF CHANGE: 20070416 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: 1934 Act SEC FILE NUMBER: 001-16379 FILM NUMBER: 07769212 BUSINESS ADDRESS: STREET 1: 1405/1425 ROUTE 206 SOUTH CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9084432000 MAIL ADDRESS: STREET 1: 1405/1425 ROUTE 206 SOUTH CITY: BEDMINSTER STATE: NJ ZIP: 07921 8-K 1 a07-11451_18k.htm 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

Date of Report (Date of Earliest Event Reported) – April 16, 2007


DENDRITE INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

New Jersey
(State or Other Jurisdiction
of Incorporation)

001-16379
(Commission File Number)

22-2786386
(IRS Employer
Identification No.)

 

 

 

1405 U.S. Highway 206, Bedminster, New Jersey
(Address of Principal Executive Offices)

07921
(Zip Code)

 

(908) 443-2000

(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




Item 8.01                                             Other Events.

On April 16, 2007, Dendrite International, Inc. (the “Company”) issued a press release announcing that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has been granted by the U.S. antitrust authorities with respect to the proposed acquisition of the Company by Cegedim SA pursuant to the previously announced agreement and plan of merger.

A copy of the press release issued by the Company announcing the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, is filed as an exhibit hereto and is incorporated herein by reference.

Item 9.01                                             Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated April 16, 2007.

 

2




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Dendrite International, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dendrite International, Inc.

Date: April 16, 2007

 

 

 

 

By:

/s/ Christine A. Pellizzari

 

 

 

Christine A. Pellizzari

 

 

Senior Vice President,

 

 

General Counsel and Secretary

 

3



EX-99.1 2 a07-11451_1ex99d1.htm EX-99.1

Exhibit 99.1

Cegedim SA’s Proposed Acquisition of Dendrite International, Inc. Clears U.S. Antitrust Review

Bedminster, NJ — Dendrite International, Inc. (NASDAQ: DRTE) today announced that its proposed acquisition by French company, Cegedim SA (“Cegedim”), has cleared U.S. antitrust review, but remains subject to satisfaction of several other conditions, including the transaction’s approval by Dendrite’s shareholders.

On March 2, 2007, Dendrite announced that it had entered into an agreement to be acquired by Cegedim in a merger transaction. Cegedim has agreed to pay $16.00 per common share of Dendrite upon the closing of the merger. On March 19, 2007, Dendrite and Cegedim submitted pre-merger notification and report forms with the U.S. Federal Trade Commission and the U.S. Department of Justice, Antitrust Division. The granting of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, means the proposed acquisition has cleared U.S. antitrust review.

About Dendrite
Founded in 1986, Dendrite International (NASDAQ: DRTE) enables sales, marketing, clinical and compliance solutions for the global pharmaceutical industry.  The Company’s clients are located in more than 50 countries and include the world’s top 20 pharmaceutical companies. For more information, please visit http://www.dendrite.com.

Investor Relations
Christine Croft
908-443-4265
christine.croft@dendrite.com

Note: Dendrite is a registered trademark of Dendrite International, Inc.

Forward Looking Statements
This press release contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such statements. Such risks and uncertainties include: Dendrite’s inability to satisfy the conditions to closing the merger (including shareholder approval) and other risk factors as set forth from time to time in Dendrite’s filings with the SEC. The inclusion of a forward-looking statement herein should not be regarded as a representation by Dendrite that Dendrite’s objectives will be achieved. Dendrite undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It
In connection with the proposed merger and required shareholder approval, Dendrite filed with the SEC a definitive proxy statement. The definitive proxy statement has been mailed to the shareholders of Dendrite.  Dendrite’s shareholders are urged to read the definitive proxy statement because the definitive proxy statement contains important information about the acquisition and Dendrite. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain a free copy of the proxy statement and other documents filed by Dendrite with the SEC at the SEC’s web site at www.sec.gov. These documents may be accessed and downloaded for free at Dendrite’s web site at www.dendrite.com or by directing a request to investorrelations@dendrite.com.

Dendrite and its officers and directors may be deemed to be participants in the solicitation of proxies from Dendrite shareholders in respect of the proposed merger.  Information regarding the officers and directors of Dendrite and their ownership of Dendrite stock is set forth in the definitive proxy statement, which was filed with the SEC on April 9, 2007. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Dendrite and its respective executive officers and directors in the merger by reading the definitive proxy statement which is available free at the SEC’s website, http://www.sec.gov, and at Dendrite’s website, http://www.dendrite.com.



-----END PRIVACY-ENHANCED MESSAGE-----