SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) March 30, 2001
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DENDRITE INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 0-26138 22-2786386
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1200 Mount Kemble Avenue, Morristown, New Jersey 07960-6767
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 425-1200
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Restated Certificate of Incorporation.
Dendrite International, Inc. (the "Company") made three amendments to
its Restated Certificate of Incorporation. The first was dated as of and filed
with the Department of Treasury of the State of New Jersey on August 19, 1998;
the second was dated as of September 30, 1999 and filed with the Department of
Treasury of the State of New Jersey on October 5, 1999; and the third was dated
as of February 20, 2001 and filed with the Department of Treasury of the State
of New Jersey on February 21, 2001.
Employment Agreements.
The Company entered into an employment agreement with Kathleen Donovan
(formerly Kathleen Chalovich) dated as of August 7, 1997, which was amended as
of January 25, 2000. The Company entered into an employment agreement with
Christine Pellizzari dated as of September 8, 1998, which was amended as of
August 1, 2000. The Company also entered into an employment agreement with Marc
Kustoff dated as of August 7, 2000. In addition, the Company amended existing
employment agreements with George T. Robson, Mark Cieplik, Teresa F. Winslow and
Christopher J. French each dated as of May 26, 1999.
Leases; Purchase and Sale of Real Property.
The Company entered into an Agreement of Purchase and Sale with
Townsend Property Trust Limited Partnership d/b/a TPT Limited Partnership on
January 5, 2001, to purchase certain real property located at 330 South
Randolphville Road, Piscataway, New Jersey.
The Company entered into two lease agreements with Liberty Property
Limited Partnership concerning two buildings in the Liberty Executive Park
located in Chesapeake, Virginia.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
3.1(a) Certificate of Amendment to the Restated Certificate
of Incorporation of Dendrite International, Inc.
dated August 19, 1998.
3.1(b) Certificate of Amendment to the Restated Certificate
of Incorporation of Dendrite International, Inc.
dated September 30, 1999.
3.1(c) Certificate of Amendment to the Restated Certificate
of Incorporation of Dendrite International, Inc.
Setting Forth the Terms of Series A Junior
Participating Preferred Stock dated February 20,
2001.
10.17 Employment Agreement, dated as of August 7, 1997
between Dendrite International, Inc. and Kathleen
Donovan.
10.18 Employment Agreement, dated as of September 8, 1998
between Dendrite International, Inc. and Christine
Pellizzari.
10.19 Amendment to Employment Agreement, dated as of May
26, 1999 between Dendrite International, Inc. and
Mark Cieplik.
10.20 Amendment to Employment Agreement, dated as of May
26, 1999 between Dendrite International, Inc. and
Teresa F. Winslow.
10.21 Amendment to Employment Agreement, dated as of May
26, 1999 between Dendrite International, Inc. and
Christopher J. French.
10.22 Amendment to Employment Agreement, dated as of May
26, 1999 between Dendrite International, Inc. and
George T. Robson.
10.23 Amendment to Employment Agreement, dated as of
January 25, 2000 between Dendrite International, Inc.
and Kathleen Donovan.
10.24 Amendment to Employment Agreement, dated as of August
1, 2000 between Dendrite International, Inc. and
Christine Pellizzari.
10.25 Employment Agreement, dated as of August 7, 2000
between Dendrite International, Inc. and Marc
Kustoff.
10.26 Agreement of Purchase and Sale between Dendrite
International, Inc. and Townsend Property Trust
Limited Partnership dated January 5, 2001.
10.27 Deed of Lease between Liberty Property Limited
Partnership and Dendrite International, Inc., for
Dendrite Building I of the Liberty Executive Park in
Chesapeake, Virginia.
10.28 Deed of Lease between Liberty Property Limited
Partnership and Dendrite International, Inc. for
Dendrite Building II of the Liberty Executive Park in
Chesapeake, Virginia.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DENDRITE INTERNATIONAL, INC.
CHRISTINE A. PELLIZZARI
Dated: March 30, 2001 By: _______________________________
Christine A. Pellizzari
Vice President, General Counsel and
Secretary
EXHIBIT INDEX
3.1(a) Certificate of Amendment to the Restated Certificate
of Incorporation of Dendrite International, Inc.
dated August 19, 1998.
3.1(b) Certificate of Amendment to the Restated Certificate
of Incorporation of Dendrite International, Inc.
dated September 30, 1999.
3.1(c) Certificate of Amendment to the Restated Certificate
of Incorporation of Dendrite International, Inc.
Setting Forth the Terms of Series A Junior
Participating Preferred Stock dated February 20,
2001.
10.17 Employment Agreement, dated as of August 7, 1997
between Dendrite International, Inc. and Kathleen
Donovan.
10.18 Employment Agreement, dated as of September 8, 1998
between Dendrite International, Inc. and Christine
Pellizzari.
10.19 Amendment to Employment Agreement, dated as of May
26, 1999 between Dendrite International, Inc. and
Mark Cieplik.
10.20 Amendment to Employment Agreement, dated as of May
26, 1999 between Dendrite International, Inc. and
Teresa F. Winslow.
10.21 Amendment to Employment Agreement, dated as of May
26, 1999 between Dendrite International, Inc. and
Christopher J. French.
10.22 Amendment to Employment Agreement, dated as of May
26, 1999 between Dendrite International, Inc. and
George T. Robson.
10.23 Amendment to Employment Agreement, dated as of
January 25, 2000 between Dendrite International, Inc.
and Kathleen Donovan.
10.24 Amendment to Employment Agreement, dated as of August
1, 2000 between Dendrite International, Inc. and
Christine Pellizzari.
10.25 Employment Agreement, dated as of August 7, 2000
between Dendrite International, Inc. and Marc
Kustoff.
10.26 Agreement of Purchase and Sale between Dendrite
International, Inc. and Townsend Property Trust
Limited Partnership dated January 5, 2001.
10.27 Deed of Lease between Liberty Property Limited
Partnership and Dendrite International, Inc., for
Dendrite Building I of the Liberty Executive Park in
Chesapeake, Virginia.
10.28 Deed of Lease between Liberty Property Limited
Partnership and Dendrite International, Inc. for
Dendrite Building II of the Liberty Executive Park in
Chesapeake, Virginia.