(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2009
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____________to_________________
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PDI, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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22-2919486
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Morris Corporate Center 1, Building A
300 Interpace Parkway, Parsippany, NJ 07054
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(Address of principal executive offices and zip code)
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(862) 207-7800
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(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
Common Stock, par value $0.01 per share
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Name of each exchange on which registered
The Nasdaq Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act: None
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company ý
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(Do not check if a smaller reporting company)
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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(a)
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The following documents are filed as part of this Form 10-K/A:
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(b)
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Exhibits
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Exhibit No.
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Description
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3.1
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Certificate of Incorporation of PDI, Inc. (1)
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3.2
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By-Laws of PDI, Inc. (1)
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3.3
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Certificate of Amendment of Certificate of Incorporation of PDI, Inc. (3)
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4.1
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Specimen Certificate Representing the Common Stock (1)
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10.1*
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1998 Stock Option Plan (1)
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10.2*
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2000 Omnibus Incentive Compensation Plan (2)
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10.3*
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Executive Deferred Compensation Plan (15)
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10.4*
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2004 Stock Award and Incentive Plan (4)
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10.5*
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Form of Restricted Stock Unit Agreement for Employees (13)
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10.6*
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Form of Stock Appreciation Rights Agreement for Employees (13)
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10.7*
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Form of Restricted Stock Unit Agreement for Directors (13)
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10.8*
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Form of Restricted Share Agreement (15)
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10.9*
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Agreement between the Company and John P. Dugan (1)
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10.10*
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Employment Separation Agreement between the Company and Nancy Lurker (9)
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10.11*
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Amended and Restated Employment Agreement between the Company and Jeffrey Smith (10)
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10.12*
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Employment Separation Agreement between the Company and David Kerr (15)
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10.13*
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Employment Separation Agreement between the Company and Rich Micali (14)
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10.14*
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Employment Separation Agreement between the Company and Howard Drazner (14)
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10.15
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Saddle River Executive Centre Lease (5)
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10.16
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Saddle River Executive Centre 2005 Sublease (5)
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10.17
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Saddle River Executive Centre 2007 Sublease (8)
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10.18
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First Amendment to Saddle River Executive Centre 2005 Sublease (12)
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10.19
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Morris Corporate Center Lease (11)
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10.20.1†
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Amended and Restated Master Services Agreement, dated September 23, 2009, between the Company and Pfizer Inc., filed herewith.
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10.20.2†
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Amended and Restated Task Order No. 1 to the Master Services Agreement, effective January 1, 2010, between the Company and Pfizer Inc., filed herewith.
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10.20.3†
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Amendment No. 1 to Task Order No. 1, effective February 1, 2010, between the Company and Pfizer Inc., filed herewith.
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10.20.4†
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Amendment No. 2 to Task Order No. 1, effective June 28, 2010, between the Company and Pfizer Inc., filed herewith.
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10.20.5†
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Amendment No. 3 to Task Order No. 1, effective October 1, 2010, between the Company and Pfizer Inc., filed herewith.
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21.1
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Subsidiaries of the Registrant (13)
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23.1
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Consent of Ernst & Young LLP (15)
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Exhibit No.
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Description
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31.1
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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31.2
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
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32.2
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Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
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*
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Denotes compensatory plan, compensation arrangement or management contract.
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†
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Confidential treatment has been requested with respect to certain portions of this Exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
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(1)
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Filed as an exhibit to our Registration Statement on Form S-1 (File No 333-46321), and incorporated herein by reference.
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(2)
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Filed as an exhibit to our definitive proxy statement dated May 10, 2000, and incorporated herein by reference.
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(3)
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Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference.
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(4)
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Filed as an exhibit to our definitive proxy statement dated April 28, 2004, and incorporated herein by reference.
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(5)
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Filed as an exhibit to our Form 10-K for the year ended December 31, 2005, and incorporated herein by reference.
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(6)
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Filed as an exhibit to our Form 10-Q for the quarter ended June 30, 2006, and incorporated herein by reference.
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(7)
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Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2006, and incorporated herein by reference.
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(8)
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Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference.
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(9)
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Filed as an exhibit to our Current Report on Form 8-K filed on November 18, 2008, and incorporated herein by reference.
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10)
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Filed as an exhibit to our Current Report on Form 8-K filed on January 7, 2009, and incorporated herein by reference.
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(11)
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Filed as an exhibit to our Quarterly Report on Form 10-Q filed on November 5, 2009, and incorporated herein by reference.
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(12)
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Filed as an exhibit to our Current Report on Form 8-K filed on December 4, 2009, and incorporated herein by reference.
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(13)
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Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference.
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(14)
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Filed as an exhibit to our Current Report on Form 8-K filed on April 7, 2009, and incorporated herein by reference.
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(15)
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Filed as an exhibit to our Annual Report on Form 10-K filed on March 8, 2010, and incorporated herein by reference.
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PDI, INC.
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/s/ Jeffrey E. Smith
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Jeffrey E. Smith
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Chief Financial Officer and Treasurer
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Exhibit No.
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Description
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10.20.1†
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Amended and Restated Master Services Agreement, dated September 23, 2009, between the Company and Pfizer Inc.
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10.20.2†
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Amended and Restated Task Order No. 1 to the Master Services Agreement, effective January 1, 2010, between the Company and Pfizer Inc.
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10.20.3†
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Amendment No. 1 to Task Order No. 1, effective February 1, 2010, between the Company and Pfizer Inc.
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10.20.4†
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Amendment No. 2 to Task Order No. 1, effective June 28, 2010, between the Company and Pfizer Inc.
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10.20.5†
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Amendment No. 3 to Task Order No. 1, effective October 1, 2010, between the Company and Pfizer Inc.
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31.1
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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†
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Confidential treatment has been requested with respect to certain portions of this Exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
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