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
February 20, 2001
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(DATE OF EARLIEST EVENT REPORTED)
DENDRITE INTERNATIONAL, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
New Jersey 0-26138 22-2786386
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(STATE OF (COMMISSION FILE NO.) (IRS EMPLOYER
INCORPORATION) IDENTIFICATION
NO.)
1200 Mount Kemble Avenue
Morristown, New Jersey 07960-6767
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(973) 425-1200
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Not Applicable
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 5. Other Events.
On February 16, 2001, the Board of Directors of Dendrite
International, Inc. (the "Company") declared a dividend distribution of one
Right for each outstanding share of Common Stock, par value $.01 per share,
of the Company ("Common Stock"). The distribution is payable to the
shareholders of record at the close of business on March 2, 2001. Each
Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of a series of the Company's preferred stock
designated as Series A Junior Participating Preferred Stock ("Preferred
Stock") at a price of $120 per one one-hundredth of a share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between the
Company and Registrar and Transfer Company, as Rights Agent (the "Rights
Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), other than as a result of repurchases of stock
by the Company or certain inad vertent actions by institutional or certain
other shareholders or certain purchases by John Bailye, or (ii) 10 business
days (or such later date as the Board shall determine prior to any person
becoming an Acquiring Person) following the commencement of a tender offer
or exchange offer that would result in a person or group becoming an
Acquiring Person. Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (ii) new Common Stock
certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. Pursuant to the Rights Agreement, the
Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock
will be issued.
The Rights are not exercisable until the Distribution Date
and will expire at 5:00 P.M. (New York City time) on March 2, 2011 (the
"Expiration Date"), unless such date is extended or the Rights are earlier
redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the exercise
price of the Right. Notwithstanding any of the foregoing, following the
occurrence of the event set forth in this paragraph, all Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of the event set forth
above until such time as the Rights are no longer redeemable by the Company
as set forth below.
For example, at an exercise price of $120 per Right, each
Right not owned by an Acquiring Person (or by certain related parties)
following an event set forth in the preceding paragraph would entitle its
holder to purchase $240 worth of Common Stock (or other consideration, as
noted above) for $120. Assuming that the Common Stock had a per share value
of $15 at such time, the holder of each valid Right would be entitled to
purchase 16 shares of Common Stock for $120.
In the event that, on or at any time after a Stock
Acquisition Date, the Company (i) engages in a merger or other business
combination transaction in which the Company is not the surviving
corporation, (ii) the Company engages in a merger or other business
combination transaction in which the Company is the surviving corporation
and any shares of the Company's Common Stock are changed into or exchanged
for other securities or assets or (iii) 50% or more of the assets, cash
flow or earning power of the Company and its subsidiaries (taken as a
whole) are sold or transferred so that each holder of a Right (except as
noted below) shall thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring Company which at the time of such
transaction would have a market value (determined as provided in the Rights
Agreement) of two times the exercise price of the Right. The events set
forth in this paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."
At any time until the tenth business day after a Stock
Acquisition Date, the Company may redeem the rights in whole, but not in
part, at a price of $.01 per Right, (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors). Immediately
upon the action of the Board of Directors of the Company electing to redeem
the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $.01 Redemption Price.
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, for Common Stock at an exchange ratio of one share of
Common Stock, or one one-hundredth of a share of Preferred Stock (or of a
share of a class or series of the Company's preferred stock having
equivalent rights, preferences and privileges), per Right (subject to
adjustment).
Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.
Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are
not redeemable.
The Rights Agreement, dated as of February 20, 2001, between
the Company and Registrar and Transfer Company, as Rights Agent, specifying
the terms of the Rights is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Rights
is qualified in its entirety by reference to such exhibit.
On February 16, 2001 the Board of Directors of the Company approved
and adopted amended and restated by-laws (the "Amended and Restated
By-Laws"). The Amended and Restated By-Laws include certain advanced notice
provisions for Board of Director nominations and regulate the ability of
shareholders to act by written consent at Company shareholder meetings.
The Amended and Restated By-Laws, dated as of February 16, 2001, is
attached hereto as an exhibit and is incorporated herein by reference. The
foregoing description of the Amended and Restated By-Laws is qualified in
its entirety by reference to such exhibit.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
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Exhibit No. Exhibit
3 By-Laws as Amended and Restated on
February 16, 2001.
4 Rights Agreement, dated as of February 20, 2001,
between Dendrite International, Inc. and Registrar
and Transfer Company, which includes as Exhibit B
thereto, the Form of Rights Certificates.
99.01 Press Release, dated February 16, 2001, issued by Dendrite
International, Inc.
SIGNATURES
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.
By: /s/ Christine A. Pellizzari
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Name: Christine A. Pellizzari
Title: Vice President, General
Counsel and Secretary
Date: February 20, 2001
INDEX TO EXHIBITS
Exhibit No. Exhibit
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3 By-Laws as Amended and Restated on
February 16, 2001.
4 Rights Agreement, dated as of February 20,
2001, between Dendrite International, Inc.
and Registrar and Transfer Company, which
includes as Exhibit B thereto, the Form of
Rights Certificates.
99.01 Press Release, dated February 16, 2001,
issued by Dendrite International, Inc.