-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AwwjPsbgpBu8ZR27e+gpAlTQDDcx/eQokPZf0n4GzrvzKzxd/ChDLG0TtZPHhIyW ktkKsdHWveGKnnhZadOXeA== 0001054102-06-000002.txt : 20060105 0001054102-06-000002.hdr.sgml : 20060105 20060105101111 ACCESSION NUMBER: 0001054102-06-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060105 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20060105 DATE AS OF CHANGE: 20060105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PDI INC CENTRAL INDEX KEY: 0001054102 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 222919486 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-46321 FILM NUMBER: 06510829 BUSINESS ADDRESS: STREET 1: SADDLE RIVER EXECUTIVE CENTRE STREET 2: 1 ROUTE 17 SOUTH CITY: SADDLE RIVER STATE: NJ ZIP: 07458 BUSINESS PHONE: 2012588450 MAIL ADDRESS: STREET 1: SADDLE RIVER EXECUTIVE CENTRE STREET 2: 1 ROUTE 17 SOUTH CITY: SADDLE RIVER STATE: NJ ZIP: 07458 FORMER COMPANY: FORMER CONFORMED NAME: PROFESSIONAL DETAILING INC DATE OF NAME CHANGE: 19980129 8-K 1 form8-k010506.htm FORM 8-K 010506 Form 8-k 010506

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): December 31, 2005


(Exact name of registrant as specified in its charter)
Delaware
 
0-24249
  
22-2919486
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
Saddle River Executive Centre
1 Route 17 South
Saddle River, NJ 07458
(Address of principal executive office)
Registrant’s telephone number, including area code: (201) 258-8450
Not Applicable
(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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications 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 September 23, 2005, PDI, Inc. (the “Company”) and Bernard C. Boyle entered into a memorandum of understanding (the “Memorandum of Understanding”) in connection with Mr. Boyle’s resignation as Chief Financial Officer, Executive Vice President and Treasurer of the Company. Effective December 31, 2005, the Company and Mr. Boyle entered into an amendment to the Memorandum of Understanding (the “Amendment”), pursuant to which Mr. Boyle will defer his resignation until approximately March 31, 2006. In connection with the Amendment, among other things, (i) the Company has agreed to pay Mr. Boyle his base compensation and employee benefits through his last day of employment with the Company; (ii) the lump sum payment payable to Mr. Boyle pursuant to the Memorandum of Understanding and his employment agreement shall be paid no later than January 15, 2006; and (iii) Mr. Boyle shall retain the right to exercise all vested stock options and SAR shares for a period of nine months following his last day of employment with the Company (but no later than December 31, 2006).


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. 

Pursuant to the Memorandum of Understanding, Mr. Boyle will resign from his position with the Company effective approximately March 31, 2006.



 









* * * * * * *

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/ Steven K. Budd
                        ------------------------------------
                        Steven K. Budd
                        President
 
Date: January 5, 2006


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