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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 14, 2005
CDI CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
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(State or Other Jurisdiction of Incorporation)
1-5519 23-2394430
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(Commission File Number) (IRS Employer Identification No.)
1717 Arch Street, 35th Floor, Philadelphia, PA 19103-2768
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(Address of Principal Executive Offices) (Zip Code)
(215) 569-2200
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(Registrant's Telephone Number, Including Area Code)
N/A
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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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
On March 2, 2005, CDI Corp. (sometimes referred to in this Report as "the
Company") issued a news release (i) reporting the Company's financial results
for its fourth fiscal quarter and its fiscal year ended December 31, 2004, (ii)
announcing a cash dividend, (iii) reporting that the Company anticipates a
restatement of prior financial results and (iv) indicating that the Company
expects to report a material weakness in internal control over financial
reporting. A copy of the Company's news release is attached hereto as Exhibit 99
and is hereby incorporated by reference.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
In its March 2, 2005 news release, referenced in Item 2.02 above, the Company
indicated that it anticipates a restatement of prior financial results. In
compiling its financial results for the quarter ended December 31, 2004 the
Company identified approximately $3.8 million of pre-tax adjustments which
management believes pertains to earlier 2004 quarters or prior years. Based on
its analysis to date, management currently estimates that $1.9 million pertains
to the first three quarters of 2004 and the remaining $1.9 million pertains to
2003 or prior periods. The Company expects that its financial results for these
periods will be restated to correct these items. These prior period adjustments
resulted from inadequate review and reconciliation procedures and controls over
significant balance sheet accounts. As a result, management expects to report a
material weakness in internal control over financial reporting as of December
31, 2004, when it completes the assessment required by Section 404 of the
Sarbanes-Oxley Act. On March 1, 2005 the Company's Audit Committee and senior
management discussed the matter disclosed in this report with the Company's
independent accountant."
Item 5.02 Departure of Director or Principal Officer.
On February 14, 2005, Mr. Walter Blankley, a member of the Company's Board of
Directors, announced to the Board that he will be retiring from the Board and
not standing for reelection as a Director at the Company's May 24, 2005 Annual
Meeting of Shareholders.
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
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Jay G. Stuart
Executive Vice President and
Chief Financial Officer
Date: March 2, 2005
EXHIBIT INDEX
Exhibit Number Description
99 News Release dated March 2, 2005, issued by CDI Corp.