-----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, OB1RVZZWsQm7R/eGp5zBBvAfpUE1Te4XWDsi51Lv1kmwpvwcAfzpv0/3neHzsibp ygZG2rJS9i0svB/bQbtuQA== 0001054102-06-000038.txt : 20060511 0001054102-06-000038.hdr.sgml : 20060511 20060511153328 ACCESSION NUMBER: 0001054102-06-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060511 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 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: 06829937 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-k051106.htm PDI FORM 8-K MAY 11, 2006 PDI Form 8-K May 11, 2006
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): May 8, 2006


PDI, INC.
(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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(c) On May 8, 2006, PDI, Inc. (the “Company”) issued a press release announcing that its Board of Directors has appointed Michael J. Marquard as Chief Executive Officer. Mr. Marquard will join the Company effective May 11, 2006, and will replace Larry Ellberger, the Company’s Interim Chief Executive Officer since October 2005. Mr. Ellberger will remain with the Company for a transition period. Mr. Marquard has also been nominated for election to the Company’s Board of Directors at the Company’s annual meeting of stockholders scheduled to be held on June 6, 2006. Mr. Marquard will receive an annual base salary of $400,000 and will be eligible to participate in the Company’s short term and long term incentive programs. For 2006, Mr. Marquard will receive a guaranteed minimum $160,000 short term incentive bonus provided he remains employed through December 31, 2006. Further, upon commencement of his employment, Mr. Marquard will receive a one-time $300,000 initial award under the Company’s Long Term Incentive Compensation Plan which will be delivered 50% in stock settled stock appreciation rights vesting ratably over a three-year period and 50% in restricted shares of common stock with three-year cliff vesting. In addition, the Company entered into an Employment Separation Agreement with Mr. Marquard pursuant to which, in exchange for certain covenants not to compete and not to solicit employees or clients as well as a general release, Mr. Marquard shall be entitled to receive a lump-sum payment in the event that his employment is terminated by the Company without cause or by Mr. Marquard for good reason (each as defined in the agreement). If the termination event occurs on or before May 11, 2007, the payment shall be equal to the product of twelve times his current base monthly salary plus any cash incentive compensation paid to him during his employment or any unpaid portion of the guaranteed incentive compensation on a pro rata basis. If the termination event occurs after May 11, 2007, the payment shall be equal to the product of eighteen times his current base monthly salary, plus the average cash incentive compensation paid to him during the most recent three years immedi-ately preceding the termination date for which such incentive compensation was paid, or such shorter period, if applicable.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

99.1  Press Release dated May 8, 2006.

* * * * * * *

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.

PDI, INC.

By: /s/ DeLisle B. Callender
------------------------------------
Interim Chief Financial Officer
Date: May 11, 2006



EXHIBIT INDEX


Exhibit No.   Description
___________   ____________

99.1    Press Release dated May 8, 2006





Exhibit 99.1
 








EX-99.1 2 pdiform8-k051106ex991.htm PDI MAY 8, 2006 PRESS RELEASE PDI May 8, 2006 Press Release
 
 
For more information contact:   
Stephen P. Cotugno
Executive Vice President-Corporate Development
PDI, Inc.
201.574.8617

PDI Announces Appointment Of Michael J. Marquard as Chief Executive Officer

Saddle River, NJ— (May 5, 2006) PDI, Inc. (NASDAQ: PDII), a contract sales and marketing services provider to the biopharmaceutical industry, today announced that the Board of Directors has appointed Michael J. Marquard as Chief Executive Officer. Mr. Marquard, who will join the Company effective May 11, 2006, will replace Larry Ellberger, PDI’s interim CEO since October of 2005. Mr. Marquard has over 30 years experience in the pharmaceutical industry and joins PDI from Mylan Laboratories, Inc., where he was Vice President, Mylan Laboratories, Inc., and President of Mylan Bertek Pharmaceuticals, Inc. Prior to Mylan, Mr. Marquard was Senior Vice President of U.S. Sales for Wyeth Pharmaceuticals from 1996 to 2004. From 1973 to 1995 he held a number of senior commercial positions at Lederle Laboratories Division of American Cyanamid Company, which was acquired by Wyeth in 1995.

Mr. John P. Dugan, PDI’s Chairman of the Board stated, “I am extremely pleased that we were able to attract a leader of Mike Marquard's stature.  His career in pharmaceutical sales and general management shows a strong track record of outstanding achievements and personal growth. Mike is the ideal executive to maximize the potential of all of PDI's businesses.”

Mr. Marquard stated, “I am very excited about joining PDI and see it as a great opportunity. I am quite familiar with PDI and the outstanding services it provides to its clients. I look forward to becoming a part of this high quality company and working together with PDI’s excellent people.”

Mr. Dugan continued, “I also want to offer my deep and sincere thanks to Larry Ellberger for doing such a tremendous job as PDI’s interim CEO. Larry stepped in at a critical juncture for PDI and I think the results in the first quarter are testament to what Larry has achieved in a short period of time.”

Mr. Marquard will be nominated as a Class II director of PDI to fill the currently existing Class II vacancy on PDI’s Board of Directors. Accordingly, Mr. Marquard will be included in PDI’s proxy statement as a Class II director nominee for election at the 2006 annual meeting of stockholders scheduled to be held on June 6, 2006.
 



About PDI

PDI, Inc. (NASDAQ: PDII) is a diversified sales and marketing services provider to the biopharmaceutical industry offering a comprehensive set of outsourced solutions for established and emerging pharmaceutical companies. PDI is dedicated to maximizing the return on investment for its clients by providing strategic flexibility; sales, marketing, and commercialization expertise; and a philosophy of performance.

Headquartered in Saddle River, NJ, PDI’s sales and marketing services include our Performance Sales Teams™, which are dedicated teams for specific clients, and Select Access™, our targeted sales solution that leverages an existing infrastructure. PDI also offers marketing research and consulting services through TVG in Dresher, PA, and medical communications services through Pharmakon in Schaumburg, IL. In addition, PDI is a high quality provider of ACCME-accredited continuing medical education through Vital Issues in Medicine (VIM ®) in Dresher, PA. The company’s experience extends across multiple therapeutic categories and includes office and hospital-based initiatives.

PDI’s commitment is to deliver innovative solutions, unparalleled execution and superior results for its clients. Through strategic partnership and client-driven innovation, PDI maintains some of the longest standing sales and marketing relationships in the industry. Recognized as an industry pioneer, PDI remains committed to continuous innovation and to maintaining the industry’s highest quality employees.


For more information, visit the Company’s website at www.pdi-inc.com.


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