0001005477-01-501262.txt : 20011009 0001005477-01-501262.hdr.sgml : 20011009 ACCESSION NUMBER: 0001005477-01-501262 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011001 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROFESSIONAL DETAILING INC CENTRAL INDEX KEY: 0001054102 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 223562897 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-46321 FILM NUMBER: 1751271 BUSINESS ADDRESS: STREET 1: 10 MOUNTAINVIEW ROAD CITY: UPPER SADDLE RIVER STATE: NJ ZIP: 07458 BUSINESS PHONE: 2012588450 MAIL ADDRESS: STREET 1: 10 MOUNTAINVIEW ROAD CITY: UPPER SADDLE RIVER STATE: NJ ZIP: 07438 8-K 1 d01-34770.txt FORM 8-K 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): October 1, 2001 --------------- PDI, INC. ----------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 0-24249 22-2919486 ------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) 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: Professional Detailing, Inc. --------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On October 1, 2001 PDI, Inc. (the "Company") effected an amendment to the Company's Certificate of Incorporation (a) changing the Company's name from Professional Detailing, Inc. to PDI, Inc.; and (b) increasing the Company's authorized common stock from 30 million shares to 100 million shares. These changes were approved by the Company's stockholders at the Company's 2001 Annual Meeting of Stockholders. Item 7 (c). Exhibits Exhibit # Description of Exhibit --------- ---------------------- 99.01 Certificate of Amendment of Certificate of Incorporation effective October 1, 2001 2 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/ Charles T. Saldarini ------------------------------------- Charles T. Saldarini, Vice Chairman and Chief Executive Officer Date: October 2, 2001 3 EX-99.01 3 ex99-01.txt CERTIFICATE OF AMENDMENT OF COI Exhibit 99.01 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PROFESSIONAL DETAILING, INC. (Pursuant to Section 242 of the Delaware General Corporation Law) -------------------------------------------------------------------------------- Professional Detailing, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the "DGCL") does hereby certifies that: 1. The name of the corporation is Professional Detailing, Inc. 2. The Board of Directors of the Corporation duly adopted resolutions setting forth two (2) proposed amendments (the "Amendments") to the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), declaring the Amendments' advisability to its stockholders, and directing that the Amendments be considered at the year 2001 annual meeting of the stockholders of the Corporation. At the year 2001 annual meeting of stockholders of the Corporation, a majority of the stockholders approved the Amendments. The Amendments provide as follows: (i) That Article First of the Certificate of Incorporation shall be amended to read in its entirety as follows: "FIRST: The name of the corporation is PDI, Inc. (hereinafter called the "corporation")"; and (ii) That the first paragraph of Article Fourth of the Certificate of Incorporation shall be amended to read in its entirety as follows: "FOURTH: The total number of shares of all classes of stock which this corporation shall have authority to issue is 105,000,000, consisting of (i) 100,000,000 shares of common stock, $.01 par value per share ("Common Stock") and (ii) 5,000,000 shares of preferred stock, $.01 par value per share (the "Preferred Stock")." 3. The Amendments herein certified have been duly adopted in accordance with the provisions of Section 242 of the DGCL by the Board of Directors. 4. This Certificate of Amendment shall become effective as of 8:00 a.m., Eastern Standard Time, on October 1, 2001. Executed on this 28th day of September, 2001. Professional Detailing, Inc. By: /s/ Bernard C. Boyle ---------------------------------------------------- Bernard C. Boyle Executive Vice President and Chief Financial Officer 4