UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q/A
(Amendment No. 1)
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(Mark One)
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2014
OR
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________
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Commission File Number: 0-24249 |
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PDI, Inc. |
(Exact name of registrant as specified in its charter) |
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Delaware | | 22-2919486 |
(State or other jurisdiction of Incorporation or organization) | | (I.R.S. Employer Identification No.) |
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Morris Corporate Center 1, Building A |
300 Interpace Parkway, Parsippany, NJ 07054 |
(Address of principal executive offices and zip code) |
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(800) 242-7494 |
(Registrant's telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company x |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
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Class | Shares Outstanding November 3, 2014 |
Common stock, $0.01 par value | 15,364,559 |
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PDI, Inc.
Form 10-Q/A for Period Ended September 30, 2014
TABLE OF CONTENTS
Explanatory Note
PDI Inc. (the “Company”) is filing this amendment (the “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (the “Form 10-Q”), filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2014, solely to revise Exhibit 10.1.1 (First Amendment to the Collaboration Agreement, dated as of August 19, 2013, by and between the Company and Prolias Technologies Inc.), to the Form 10-Q to include certain portions of the exhibit which had been omitted from such exhibit when filed with the Form 10-Q pursuant to a request for confidential treatment filed with the SEC.
Pursuant to Rule 12b-5 under the Securities Exchange Act of 1934, as amended, the form 10-Q/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in the Form 10-Q/A and the Form 10-Q/A does not contain or amend any disclosure with respect to Items 307 and 308 at Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
This Form 10-Q/A should be read in conjunction with the Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.
PART II. OTHER INFORMATION
Item 6. Exhibits
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Exhibit No. | | Description |
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10.1.1 | | First Amendment to the Collaboration Agreement dated as of August 19, 2014, filed herewith. |
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31.1 | | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
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31.2 | | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
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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, thereunto duly authorized.
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Date: | April 10, 2015 | PDI, Inc. | |
| | (Registrant) | |
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| | /s/ Nancy S. Lurker | |
| | Nancy S. Lurker | |
| | Chief Executive Officer | |
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| | /s/ Graham G. Miao | |
| | Graham G. Miao | |
| | Chief Financial Officer | |