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) August 26, 2004
(August 26, 2004)
PDI, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-24249 22-2919486
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
Saddle River Executive Centre
1 Route 17 South, Saddle River, NJ 07458
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 258-8450
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/_/ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/_/ Soliciting material to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/_/ Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/_/ Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 26, 2004, PDI, Inc. (the "Company") issued a press release
announcing that it had entered into a definitive agreement to acquire
substantially all of the assets of Pharmakon, a healthcare communications
company focused on the marketing of ethical pharmaceutical and biotechnology
products, located in Schaumberg, Illinois. The parties to the definitive
agreement, dated August 26, 2004 (the "Asset Purchase Agreement"), are the
Company, its wholly-owned subsidiary InServe Support Solutions, Pharmakon,
L.L.C. ("Pharmakon") and Steve Agnoff, Stuart Cass, Robert Clements and James
Berardi, the owners of 100% of the outstanding and issued equity interests of
Pharmakon (each, a "Member" and, collectively, the "Members" and, together with
Pharmakon, the "Sellers"). Prior to the execution of the Asset Purchase
Agreement, there were no material relationships between the Company and the
Sellers.
Under the terms of the Asset Purchase Agreement, Pharmakon will receive
approximately $30 million in cash upon closing of the transaction with the
possibility of earning up to an additional $10 million in cash based upon
achievement of certain annual profit targets by Pharmakon through December
2006. The acquisition, which is expected to close shortly, is subject to
customary closing conditions.
ITEM 7.01 REGULATION FD DISCLOSURE
A copy of the press release announcing the signing of the Asset Purchase
Agreement is attached hereto as Exhibit 99.1, is being furnished pursuant to
Regulation FD and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99.1 Press release, dated August 26, 2004
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.
PDI, INC.
Date: August 26, 2004 By: /s/ Charles T. Saldarini
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Name: Charles T. Saldarini
Title: Vice Chairman of the Board of
Directors and Chief Executive
Officer
Exhibit Index
Number Title
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99.1 Press release, dated August 26, 2004