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.
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(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
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Registrant's telephone number, including area code:
Professional Detailing, Inc.
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(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