UNITED STATES 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 23, 2003 CDI Corp. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-5519 - -------------------------------------------------------------------------------- (Commission File Number) 23-2394430 - -------------------------------------------------------------------------------- (IRS Employer Identification No.) 1717 Arch Street, 35th Floor, Philadelphia, PA 19103-2768 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 569-2200 - -------------------------------------------------------------------------------- Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 - News Release dated April 23, 2003, issued by CDI Corp. Item 9. Regulation FD Disclosure. In accordance with SEC Release No. 33-8216, the information contained in this Item 9 is being furnished pursuant to Item 12, "Disclosure of Results of Operations and Financial Condition." On April 23, 2003, CDI Corp. (sometimes referred to in this Report as "the Company") issued a news release announcing the Company's financial results for its first fiscal quarter ended March 31, 2003. A copy of the Company's news release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. The information in this Form 8-K is being furnished under Item 12 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 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. CDI CORP. (Registrant) By: /s/ Jay G. Stuart ---------------------------- Jay G. Stuart Executive Vice President and Chief Financial Officer Date: April 23, 2003 EXHIBIT INDEX Exhibit Number Description 99.1 News Release dated April 23, 2003, issued by CDI Corp.