As filed with the Securities and Exchange Commission on March 17, 2004 Registration No. 333-50024 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PDI, INC. (Exact name of registrant as specified in its charter) Delaware 7389 22-2919486 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
10 Mountainview Road Upper Saddle River, NJ 07458 (201) 258-8450 (201) 258-8445 Facsimile (Address, including zip code, and telephone number, including area code, of registrant's executive offices) Charles T. Saldarini Chief Executive Officer PDI, Inc. 10 Mountainview Road Upper Saddle River, New Jersey 07458 (201) 258-8450 (201) 258-8445 Facsimile (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Kenneth S. Rose, Esq. Beth Jacobson, Esq. Morse, Zelnick, Rose & Lander, LLP Executive Vice President 405 Park Avenue and General Counsel New York, New York 10022 PDI, Inc. (212) 838-5030 10 Mountainview Road (212) 838-9190 Facsimile Upper Saddle River, New Jersey 07458 THE PURPOSE OF THIS AMENDMENT IS TO DEREGISTER 227,094 SHARES OF COMMON STOCK. -------------------------- PART II Item 17. Undertakings Pursuant to Item 512(a)(3) of Regulation SK, this Post-Effective Amendment No. 1 is filed in order to deregister 227,094 shares of common stock covered by this Registration Statement which remain unsold. The offering covered by this Registration Statement has been terminated. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant, PDI, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Upper Saddle River, State of New Jersey on this 17th day of March, 2004. PDI, INC. By: /s/ Charles T. Saldarini ------------------------------ Charles T. Saldarini, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 17th day of March 2004. Signature Title - --------- ----- */s/ John P. Dugan Chairman of the Board of Directors - ---------------------------------- John P. Dugan */s/ Charles T. Saldarini Chief Executive Officer and Director - ---------------------------------- Charles T. Saldarini */s/ Bernard C. Boyle Chief Financial Officer (principal - ---------------------------------- accounting and financial officer) Bernard C. Boyle */s/ Gerald Mossinghoff Director - ---------------------------------- Gerald Mossinghoff */s/ John M. Pietruski Director - ---------------------------------- John M. Pietruski */s/ Jan Martens Vecsi Director - ---------------------------------- Jan Martens Vecsi * By: /s/ Kenneth S. Rose ---------------------------- Kenneth S. Rose, Attorney-in-Fact