Dendrite International (DRTE) 11-K Annual report of employee stock purchases

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

Financial Statements:

Supplemental Schedule:

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