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): September 26, 2006
|
|
|
(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 offices and zip code)
|
|
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:
|_|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
|_|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
8.01 Other Events.
On
September 27, 2006, Cellegy Pharmaceuticals, Inc. (“Cellegy”) announced that it
had entered into an asset purchase agreement, dated as of September 26, 2006,
to
sell its intellectual property rights and other assets relating to certain
of
its products and product candidates to Strakan International Limited (the
“Sale”). Pursuant to a letter agreement (the “Agreement”) between Cellegy and
PDI, Inc. (the “Company”), Cellegy has agreed to pay the Company $3.0 million
(the “Payoff Amount”) in full satisfaction of Cellegy’s obligations to the
Company under a secured promissory note with an outstanding principal amount
of
approximately $2.34 million and a $3.5 million nonnegotiable convertible senior
note (collectively, “the Notes”) held by the Company. Pursuant to the Agreement,
$500,000 of the Payoff Amount has been paid to the Company and the remaining
$2.5 million must be paid to the Company within two business days of the
consummation of the Sale. The Company had previously established an allowance
for doubtful notes for the outstanding balance of the Notes. Therefore, the
$500,000 of the Payoff Amount received and all subsequent amounts will be
recorded as a credit to litigation expense.
*
* * * *
* *
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/
Jeffrey Smith
------------------------------------
Jeffrey
Smith
Chief
Financial Officer
Date:
September 29, 2006