-----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, K1AlJwMDlW287Hc01TkTeC41HI3wWt8WLAq/nwUpDBF3y4YqAdMX+Yu4KfWfTd2F b+NM73iqmQZduQ6CxQoZCQ== 0001275287-05-003262.txt : 20050816 0001275287-05-003262.hdr.sgml : 20050816 20050816150120 ACCESSION NUMBER: 0001275287-05-003262 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050810 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: 20050816 DATE AS OF CHANGE: 20050816 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: 051030502 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 pi3429.htm

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): August 10, 2005

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)

 

(IRS Employer
Identification No.)

Saddle River Executive Centre
1 Route 17 South,
Saddle River, NJ 07458

(Address of principal executive office)

(201) 258-8450
Registrant’s telephone number, including area code:

 


(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):

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.

On August 10, 2005, PDI, Inc. (the “Company”) issued a press release announcing that effective August 15, 2005, Larry Ellberger will join the management team of the Company as Executive Vice President in a newly created position of Chief Administrative Officer.  It is also expected that following a transition period, Bernard C. Boyle, the Company’s Chief Financial Officer, will retire.  Upon Mr. Boyle’s retirement, Mr. Ellberger is expected to serve as the Company’s Chief Financial Officer.  Mr. Ellberger will receive an annual base salary of $300,000 during his initial employment term with the Company through March 31, 2007 (the “Initial Term”).  Additionally, if the average price per share of the Company’s common stock equals or exceeds a certain threshold amount during the final ninety days of the Initial Term, Mr. Ellberger will be granted restricted shares of the Company’s common stock.  The number of shares granted to Mr. Ellberger, if any, will be determined by a formula based upon the average price per share of the Company’s common stock during such ninety day period.  In accepting the new role, Mr. Ellberger has resigned his position as a member of the Company’s Board of Directors, including his role as Chairperson of the Audit Committee, effective as of August 14, 2005.  A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. 

Item 9.01.

 

Financial Statements and Exhibits.

(c)     Exhibits

          99.1                    Press Release dated August 10, 2005.

* * * * * * *



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/CHARLES T. SALDARINI

 

 


 

 

Charles T. Saldarini, Vice Chairman

 

 

and Chief Executive Officer

Date: August 16, 2005



EXHIBIT INDEX

Exhibit No.

 

Description


 


99.1

 

Press Release dated August 10, 2005



EX-99.1 2 pi3429ex991.htm

Exhibit 99.1

PDI Announces Changes in Executive Management

Larry Ellberger, Seasoned Pharmaceutical Executive and Consultant, Joins PDI
as Chief Administrative Officer

SADDLE RIVER, N.J., Aug. 10 /PRNewswire-FirstCall/ -- PDI, Inc. (Nasdaq: PDII) today announced management changes the Company believes will help it execute its plans for improving financial performance.

Effective August 15, 2005, Larry Ellberger will join the management team of PDI as Executive Vice President in a newly created position of Chief Administrative Officer. Mr. Ellberger will report to Charles T. Saldarini, the Chief Executive Officer. In his new capacity, Mr. Ellberger will lead several critical functional areas within the Company, including Finance, Corporate Development, Investor Relations and Legal. Following a transition period, Bernard C. Boyle, the Company’s current Chief Financial Officer will retire and will thereafter be available to the Company in a consulting capacity. Upon Mr. Boyle’s departure, Mr. Ellberger is expected to serve as the Company’s Chief Financial Officer.

Charles T. Saldarini, Vice Chairman and CEO, said, “I am very pleased with this announcement. We are adding a highly experienced leader to our management team, an individual who brings both a knowledge of our business operations and of our clients’ needs for our services. Larry possesses an excellent pharmaceutical background and experience in financial management and operations as well as corporate development, and he deepens our understanding of how emerging and biotechnology companies view their commercial options. As Chairman of PDI’s Audit Committee, Larry became well versed in the issues pertinent to our businesses. I expect he will be a significant asset to me and to shareholders as we work through our challenges in 2005 to build momentum for 2006 and beyond.”

Mr. Saldarini added, “Brian Boyle has been contemplating retirement for some time and Larry’s appointment enables Brian to implement his plans. Brian has served me, PDI’s employees, shareholders and clients exceptionally well since he joined the Company in March 1997. With his leadership, PDI has become a premier provider of contract sales and marketing services to world class biopharmaceutical companies of all sizes. He assisted our transition to a publicly traded company in 1998, helped PDI maintain an outstanding balance sheet with over $100M in working capital, and facilitated acquisitions, including our most recent acquisition of Pharmakon, a leading provider of interactive peer-to-peer teleconferencing services. We look forward to maintaining a continuing advisory relationship with Brian.”

In accepting the new role, Mr. Ellberger has resigned his position as a member of the PDI Board of Directors, including his role as Chairman of the Audit Committee which will be filled by Board Member Stephen Sullivan.

Since July 2003, Mr. Ellberger has been a Principal and Founding Partner of HVA, Inc. which provides advisory services for life sciences transactions.



Mr. Ellberger became a Director of PDI in February 2003. Until July 2003, Mr. Ellberger was Senior Vice President, Corporate Development at PowderJect, PLC, and led PowderJect’s acquisition activities to become the sixth largest global vaccine company. PowderJect was sold to Chiron Corporation in July 2003. He had been a member of PowderJect’s Board of Directors since 1997. From November 1996 through May 1999, Mr. Ellberger served as Chief Financial Officer of W.R. Grace (and interim CEO for 6 months). From May 1995 through November 1999 he served as Senior Vice President, Corporate Development of W.R. Grace. During this period, W.R. Grace generated substantial returns for its shareholders through operational improvements and creative M&A transactions.

Prior to W.R. Grace, Mr. Ellberger held numerous executive positions, including Corporate Vice President of Corporate Development and Planning, during his 20 years with American Cyanamid Company, a multinational life sciences company until its acquisition by Wyeth in 1995. Mr. Ellberger is a Director of Avant Immunotherapeutics, Inc. and The Jewish Children’s Museum. Mr. Ellberger received a B.A. in economics from Columbia College and a B.S. in chemical engineering from Columbia School of Engineering. He is married, has three sons and resides in Livingston, New Jersey.

About PDI

PDI, Inc. (Nasdaq: PDII) is a diversified sales and marketing services provider to the biopharmaceutical and medical devices and diagnostics industries. PDI’s comprehensive set of sales and marketing solutions is designed to increase its clients’ strategic flexibility and enhance their efficiency and profitability. Headquartered in Saddle River, NJ, PDI also has offices in Pennsylvania and Illinois.

PDI’s sales and marketing services include dedicated contract sales, Select Access(TM), our targeted sales solution that leverages an existing infrastructure, clinical sales teams; marketing research and consulting; and medical education and communications. 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 continued innovation. For more information, visit the Company’s website at http://www.pdi-inc.com.

SOURCE  PDI, Inc.
          -0-                                        08/10/2005
          /CONTACT:  Stephen P. Cotugno, Executive Vice President-Corporate Development of PDI, Inc., +1-201-574-8617/
          /Web site:  http://www.pdi-inc.com /
          (PDII)


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