UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 1995 OR |_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from _________________________ to _________________________ Commission file number:____________ DENDRITE INTERNATIONAL, INC. 401(k) RETIREMENT SAVINGS PLAN (FORMERLY THE 401K PROFIT SHARING PLAN) ------------------------------------ (Full title of the plan and address of the plan, if different from that of the issuer named below) DENDRITE INTERNATIONAL, INC. 1200 Mount Kemble Avenue, Morristown, New Jersey 07960-6797 ------------------------------------ (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) Dendrite International, Inc. 401(k) Retirement Savings Plan Audited Financial Statements December 31, 1995 With Report of Independent Auditors DENDRITE INTERNATIONAL, INC. 401(k) Retirement Savings Plan Report of Independent Auditors Mr. Joseph Carloto, Trustee Dendrite Americas/International 401(k) Profit Sharing Plan 1200 Mt. Kemble Avenue Morristown, NJ 07960 We have audited the accompanying Statement of Net Assets Available for Benefits of Dendrite Americas/International 401(k) Profit Sharing Plan of December 31, 1995, and 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 generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 statements referred to above present fairly, in all material respects the Net Assets Available for Benefits of the Plan as of December 31, 1995, and the Changes in Net Assets Available for Benefits for the year then ended in conformity with generally accepted accounting principles. October 11, 1996 /s/ Gregory J. Mosley, C.P.A. DENDRITE INTERNATIONAL, INC. 401(k) Retirement Savings Plan NOTES TO FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 1995 NOTE A Description of Plan The following brief description of the Dendrite Americas/International (hereafter Company) 401(k) Profit Sharing Plan (hereafter Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. 1. Plan is a cash or deferred profit sharing plan with only the CODA or 401(k) option in use. Plan provides for mandatory employee contribution allowed up to 10% of annual compensation. Plan further provides for an annual employer match of 50% of the first 6% of mandatory contributions, limited to a 3% total match per participant. 2. Plan provides for a 5-year, graded vesting schedule for participant vesting in Company matching contributions. Plan provides that forfeitures of unvested amounts, upon a participant's termination from employment, would be allocated to remaining participants at the end of each Plan year. NOTE B Summary of Accounting Policies The following are the significant accounting policies followed by the Plan. 1. Fair Market Value Basis of Accounting Investments are valued at fair market value. As of December 31, 1995 the following amounts represented Investment totals and related Investment totals: Investment Income Registered Investment $ 1,942,376 $ 449,204 Companies Common Stock 54,000 -1,488 Money Market Funds 73,165 487 Insurance Contracts 365,489 18,155 ----------- ---------- Totals 2,435,030 $ 466,358 ----------- ---------- ----------- ---------- DENDRITE INTERNATIONAL, INC. 401(k) Retirement Savings Plan STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1995 DECEMBER 31 1995 Investments Income (Note B) $ 466,358 Contributions 803,906 ---------- Total Additions 1,270,264 ---------- Benefits Paid to Participants 553,617 ---------- Total Benefits Paid 553,617 ---------- Net Increase 716,647 Net Assets Available for Benefits Beginning of Year 1,764,989 ---------- End of Year $2,481,636 ---------- ---------- The accompanying notes are an integral part of the financial statements. DENDRITE INTERNATIONAL, INC. 401(k) Retirement Savings Plan STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 DECEMBER 31 1995 ASSETS Investments at fair market value (Note B) $ 2,435,030 Receivables 58,560 Cash 18,409 ------------ Total Assets 2,512,089 ------------ ------------ LIABILITIES Participant Payables 30,453 ------------ Total Liabilities 30,453 ------------ Net Asset Available for Benefits $ 2,481,636 ------------ ------------ The accompanying notes are an integral part of the financial statements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, 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 thereunto duly authorized. DENDRITE INTERNATIONAL, INC. 401(K) RETIREMENT SAVINGS PLAN (Full title of the plan) Date: December 31, 1996 /s/ Charles C. Warczakowski Charles C. Warczakowski Vice President, Finance, Secretary and Treasurer (Chief Financial Officer and Principal Accounting Officer) and Plan Administrator