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): February 13, 2003
PDI, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-24249 22-2919486
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
10 Mountainview Road,
Upper Saddle River, NJ 07458
(Address of principal executive office) (Zip Code)
(201) 258-8450
Registrant's telephone number, including area code:
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events
On February 13, 2003 the Registrant issued the following press release:
"PDI, Inc. Announces Lawsuit Filed by Auxilium
Denies Alleged Claims in Testosterone Gel Litigation
Upper Saddle River, NJ-- (February 13, 2003) PDI, Inc. (NASDAQ: PDII),
Responding to a report commenting on a January 6, 2003 action in which PDI
was named as a defendant in a lawsuit filed against it by Auxilium
Pharmaceuticals, Inc. ("Auxilium"), in Pennsylvania Court of Common Pleas,
Montgomery County, PDI has issued the following statement.
Auxilium Pharmaceuticals, a company which develops and markets
pharmaceutical products, including a testosterone gel product, asserts
several claims related to PDI's alleged breaches of a Contract Sales Force
Agreement entered into by the parties on November 20, 2002 and claims that
PDI has and currently is misappropriating its trade secrets. Auxilium is
seeking monetary and permanent injunctive relief, including preliminary
injunctive relief, which would prevent, if granted, PDI from using
Auxilium's alleged trade secrets.
Charles Saldarini, Vice Chairman & CEO of PDI stated: "Auxilium brought
this action after we announced our exclusive license agreement with
Cellegy for a transdermal testosterone gel product. We believe that this
claim is baseless and without merit and we are defending ourselves
vigorously. PDI forcefully denies any allegations that it misused trade
secrets of Auxilium. The agreement between Auxilium and PDI was
non-exclusive and limited in scope to initial recruitment and human
resources support for representatives who were going to detail Auxilium's
testosterone gel product. It was Auxilium's intention all along to convert
the representatives to employees of Auxilium in the very near future. At
the appropriate time, we intend to file counter claims against Auxilium."
Saldarini added, "PDI will seek to block any efforts to delay the
introduction of our transdermal testosterone gel product and its unique
delivery system. We regard Auxilium's attempts to tarnish our previously
unassailed reputation as baseless as an intention to delay the entry of
our product."
PDI believes the likelihood of any order enjoining PDI from marketing and
selling its product for any significant time is highly unlikely, as is the
likelihood of any material damage award. Briefing and oral arguments are
expected to conclude by early March and a decision is expected shortly
thereafter. Skadden, Arps, Slate, Meagher & Flom, LLP is defending PDI in
this proceeding.
PDI will release its fourth quarter and year end 2002 financial results at
close of business February 13, 2003. It will conduct a live webcast of its
Earnings Release Briefing at 9:00 AM EDT on Friday, February 14, 2003. The
live webcast of the event will be accessible through PDI's website,
www.pdi-inc.com and will be archived on the website for future
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on-demand replay. For those without Internet access, the call can be
accessed by dialing 1-877-423-4030 and asking for the PDI Earnings Release
Conference Call.
About PDI
PDI is an innovative commercial sales and marketing provider to the
biopharmaceutical and medical devices & diagnostics industries. Its
three business units offer service and product-based capabilities
for companies seeking to maximize profitable brand sales growth. The
three units include the PDI Pharmaceutical Products Group, the PDI
Sales and Marketing Services Group and the PDI Medical Devices and
Diagnostics Group.
For more information, visit the Company's website at www.pdi-inc.com.
Statements contained in the Company's press release contain
"forward-looking statements", within the meaning of the Private Securities
Litigation Reform Act of 1995 and Section 21E of the Exchange Act,
involving risks and uncertainties that may cause actual results to differ
materially from those indicated due to a number of factors. This press
release contains forward-looking statements regarding the potential
outcome of a legal action. These statements involve a number of risks and
uncertainties and are based on assumptions involving judgments with
respect to future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond PDI's control. Some of the
important factors that could cause actual results to differ materially
from those indicated by the forward-looking statements are general
economic conditions, changes in our operating expenses, adverse patent or
FDA developments, competitive pressures, changes in customer and market
requirements and standards, and the risk factors detailed from time to
time in PDI's periodic filings with the Securities and Exchange
Commission, including without limitation PDI's Annual Report on Form 10-K
for the year ended December 31, 2001. The forward looking-statements in
this press release are based upon management's reasonable belief as of the
date hereof. PDI disclaims any obligation to update these statements."
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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.
PDI, INC.
By: /s/ Bernard C. Boyle
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Bernard C. Boyle, Executive Vice
President and Chief Financial
Officer
Date: February 13, 2003
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