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): July 22, 2004 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 12. Results of Operations and Financial Condition. On July 22, 2004, CDI Corp. (sometimes referred to in this Report as "the Company") issued a news release reporting the Company's financial results for its second fiscal quarter ended June 30, 2004 and announcing a quarterly cash dividend of $0.11 per share and a special cash dividend of $2.00 per share. A copy of the Company's news release is attached hereto as Exhibit 99 and is hereby incorporated by reference. The information contained in this Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, 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: July 22, 2004 EXHIBIT INDEX Exhibit Number Description 99 News Release dated July 22, 2004, issued by CDI Corp.