AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PROFESSIONAL DETAILING, INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-3562897
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
10 Mountainview Road
Upper Saddle River, New Jersey 07458
(201) 258-8450
(Address, including zip code, and telephone number,
including area code, of Registrant's executive offices)
-----------------------------
PROFESSIONAL DETAILING, INC.
1998 STOCK OPTION PLAN
(Full title of the Plan)
Charles T. Saldarini
Professional Detailing, Inc.
10 Mountainview road
Upper Saddle River, New Jersey 07458
(201) 258-8450
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Please send copies of all correspondence to:
Kenneth S. Rose, Esq.
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10022-2605
Telephone No. (212) 838-5030
Fax No. (212) 838-9190
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<PAGE>
<TABLE>
<CAPTION>
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Proposed
Maximum Proposed
Offering Maximum Amount of
Title of Securities Amount to be Price per Aggregate Registration
to be Registered Registered (1) Share Offering Price Fee
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value $.01
per share) issuable pursuant 750,000 Shares (2) $13,754,568(2) $4,057.60(2)
to options granted or to be
granted under the 1998 Stock
Option Plan (the "Option
Plan")
- -------------------------------------------------------------------------------------
=====================================================================================
</TABLE>
(1) Plus such additional shares as may be made available in and to adjust
to a change in capitalization.
(2) Estimated in accordance with rule 457(c) and (h), the proposed maximum
offering price per share, proposed maximum aggregate offering price and the
amount of the registration fee are based upon (a) the exercise price for shares
underlying Options granted under the 1998 Stock Option Plan (the "Plan"), and
(b) the average of the high and low sales prices reported on the Nasdaq National
Market on August 10, 1998, with respect to shares available for grant under the
Plan.
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<PAGE>
PROFESSIONAL DETAILING, INC.
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the plan information required by Item 1
of Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants of the Plans as specified by Rule 428 under the Securities Act of
1933, as amended (the "securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8 such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
<PAGE>
PROSPECTUS
750,000 Shares
PROFESSIONAL DETAILING, INC.
Common Stock, $.01 Par Value
----------------
This Prospectus may be used by certain persons (the "Selling
Stockholders") who may be deemed to be affiliates of Professional Detailing,
Inc., a Delaware corporation (the "Company"), to sell shares (the "Shares") of
Common Stock, par value $.01 per share, of the Company (the "Common Stock"),
which have been acquired or will be acquired by the Selling Stockholders
pursuant to the exercise of all or any portion of certain stock options granted
pursuant to the Company's 1998 Stock Option Plan (the "Option Plan"), or of
certain options granted to consultants and agents of the Company (the
"Consultant Options"), (the Option Plan and Consultant Options are referred to
together as the "Plans"). It is anticipated that the Selling Stockholders will
offer Shares for sale at prevailing prices on the Nasdaq National Market or on a
principal Stock Exchange or other National Market Quotation System on the date
of sale. All proceeds from any sale of such Shares will inure to the benefit of
the Selling Stockholders. The Company will receive none of the proceeds from the
sale of the Shares which may be offered hereby, but may receive funds upon the
exercise of stock options pursuant to which the Selling Stockholders will
acquire the Shares covered by this Prospectus, which funds, if any, will be used
by the Company for working capital. All expenses of the registration incurred in
connection herewith are being borne by the Company, but all selling and other
expenses incurred by individual Selling Stockholders will be borne by such
Selling Stockholders.
---------------------------------
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
See "Risk Factors" at page 7.
---------------------------------
The Common Stock is traded over-the-counter and is quoted through the
National Association of Securities Dealers Automated Quotation System ("Nasdaq")
on the National Market System ("NMS") under the symbol "PDII". On August 10,
1998 the last sales price of the Shares on the Nasdaq NMS was $25 1/4.
--------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 12, 1998.
3
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No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or by any other person. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy the Shares to any person or by anyone in any jurisdiction in which such
offer or solicitation may not lawfully be made.
No action has been or will be taken in any jurisdiction by the Company or the
Selling Stockholders that would permit a public offering of the Shares or
possession or distribution of this Prospectus in any jurisdiction where action
for that purpose is required, other than in the United States. Persons into
whose possession this Prospectus comes are required by the Company and the
Selling Stockholders to inform themselves about and to observe any restrictions
as to the offering of the Shares and the distribution of this Prospectus.
4
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational and reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed with the Commission by the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at its principal offices at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and 7 World Trade Center, Suite 1300, New York, New York 10048. Such
reports, proxy statements and other information may also be obtained from the
web site that the Commission maintains at http://www.sec.gov. Copies of these
materials can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal offices in Washington, D.C., set
forth above.
The Company has filed a Registration Statement (including all amendments
and supplements thereto, the "Registration Statement") with the Commission under
the Securities Act with respect to the Shares offered hereby. This Prospectus,
which forms a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement and the exhibits filed
therewith, certain parts of which have been omitted in accordance with the rules
and regulations of the Commission. Statements contained herein concerning the
provisions of such documents are not necessarily complete and, in each instance,
reference is made to the Registration Statement or to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.
Copies of the Registration Statement and the exhibits thereto can be obtained
upon payment of a fee prescribed by the Commission or may be inspected free of
charge at the public reference facilities and regional offices referred to
above.
REPORTS TO SECURITY HOLDERS
The Company intends to furnish to its stockholders annual reports
containing audited financial statements. In addition, the Company is required to
file periodic reports on Forms 8-K, 10-Q and 10-K with the Commission and make
such reports available to its stockholders.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
1. The Company's prospectus filed with the Commission on May 20, 1998
pursuant to Rule 424(b) under the Securities Act.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
Each document filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this offering shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
herein
5
<PAGE>
by reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any document incorporated
by reference in this Prospectus (other than exhibits unless such exhibits are
specifically incorporated by reference in such documents). Requests should be
directed to Professional Detailing, Inc., 10 Mountainview Road, Upper Saddle
River, New Jersey 07458, Attention: Bernard C. Boyle, Chief Financial Officer.
THE COMPANY
The Company was organized in February 1998 under the laws of Delaware and
is the successor to Professional Detailing, Inc., a New Jersey corporation,
organized in March 1988. Its principal executive office is located at 10
Mountainview Road, Upper Saddle River, New Jersey 07458, telephone number (201)
258-8450.
FORWARD-LOOKING STATEMENTS
Certain statements made in or incorporated by reference to this
Registration Statement are "forward-looking statements" (within the meaning of
the Private Securities Litigation Reform Act of 1995) regarding the plans and
objectives of management for future operations. Such statements involve known
and unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. The forward-looking statements made in or
incorporated by reference to this Form are based on current expectations that
involve numerous risks and uncertainties. The Company's plans and objectives are
based, in part, on assumptions involving the growth and expansion of business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that its assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance that the forward-looking statements made in or
incorporated by reference to this Form will prove to be accurate. In light of
the significant uncertainties inherent in the forward-looking statements made in
or incorporated by reference to this Form, particularly in view of the Company's
early stage of operations, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.
6
<PAGE>
RISK FACTORS
An investment in the Shares offered hereby involves a high degree of risk.
Prospective investors should carefully consider, among other things, the risk
factors contained in the Company's Registration Statement on Form S-1 (No.
333-46321) which is incorporated herein by reference before a decision is made
to purchase any Shares.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholders, but may receive funds upon the exercise of stock
options pursuant to which the Selling Stockholders will acquire Shares covered
by this Prospectus, which funds, if any, will be used by the Company for working
capital.
RECENT DEVELOPMENTS
Initial Public Offering
On May 19, 1998, the Company completed an initial public offering of
2,800,000 shares of Common Stock at a price of $16.00 per share.
SELLING STOCKHOLDERS
The Shares covered by this Prospectus are being registered for reoffers
and resales by Selling Stockholders of the Company who may acquire such Shares
pursuant to the exercise of stock options granted under the Plans. The Selling
Stockholders named on the following table may resell all, a portion, or none of
the Shares that they acquire pursuant to the exercise of stock options under the
Plans.
Key employees deemed to be "affiliates" of the Company who acquire
registered Shares under the Plans may be added to the Selling Stockholders
listed below from time to time, either by means of a post-effective amendment
hereto or by use of a prospectus filed pursuant to Rule 424(c) under the
Securities Act. An "affiliate" is defined in Rule 144 under Securities Act as a
"person that directly, or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Company".
7
<PAGE>
The following table sets forth information with respect to the number of
shares of Common Stock beneficially owned by each of the Selling Stockholders as
of August 10, 1998:
<TABLE>
<CAPTION>
Name of Percentage of
Selling Stockholder Number of Common Stock to Common Stock
and Position with Shares Shares that be Owned Owned After
the Company Owned (1)(2) May Be Sold After the Offering The Offering
----------- ------------ ----------- ---------- ------------
(3)
---
<S> <C> <C> <C> <C>
Bernard C. Boyle
Executive Vice President, 27,992 27,992 0 *
Chief Financial Officer,
Secretary and Treasurer
Steven K. Budd
Executive Vice President 39,189 39,189 0 *
and Chief Operating Officer
</TABLE>
- -------------------------
* Less than 1%
(1) Includes shares of Common Stock subject to options which have not yet
vested and therefore are not exercisable within 60 days of the date
hereof, although such shares are not "beneficially" owned within the
meaning of Section 13(d) of the Exchange Act.
(2) The Selling Stockholder has entered into a "lock-up" agreement with Morgan
Stanley pursuant to which he has agreed not to sell any shares of Common
Stock prior to November 15, 1998.
(3) Based upon 10,684,562 shares of Common Stock outstanding as of August 5,
1998 plus, in the case of each Selling Stockholder, assuming that all
shares covered by this Prospectus are sold and that no additional shares
are purchased or sold by any Selling Stockholder.
8
<PAGE>
PROFESSIONAL DETAILING, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
(1) The Company's prospectus filed with the Commission on May 20, 1998
pursuant to Rule 424(b) under the Securities Act.
(2) The description of the common stock of the Company, $.01 par value,
(the "Common Stock") which is registered under Section 12 of the
Exchange Act, contained in the Registration Statement on Form 8-A
filed with the Commission on May 13, 1998 which incorporates by
reference the description of the Common Stock contained in the
Registration on Form S-1 (No. 333-46321) (originally filed February
13, 1998), as amended, including any amendment or report filed for
the purpose of updating such description of the Common Stock
contained in the Form S-1 is also incorporated by reference.
Each document filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated in this Registration Statement by reference and to be a part
hereof from the date of the filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any document incorporated
by reference in this Prospectus (other than exhibits unless such exhibits are
specifically incorporated by reference in such documents). Requests should be
directed to Professional Detailing, Inc., 10 Mountainview Road, Upper Saddle
River, New Jersey 07458, (201) 258-8450 Attention: Bernard C. Boyle, Chief
Financial Officer.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
9
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities offered hereby will be passed upon for the
Company by Morse, Zelnick, Rose & Lander, LLP, 450 Park Avenue, New York, New
York 10022. Members of, counsel to and employees of the firm own in the
aggregate 15,600 shares of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify the officers and directors of the Company, under certain
circumstances and subject to certain conditions and limitations as stated
therein, against all expenses and liabilities incurred by or imposed upon them
as a result of suits brought against them as such officers and directors if they
act in good faith and in a manner they reasonably believe to be in or not
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, have no reasonable cause to believe their conduct was
unlawful.
The Company's certificate of incorporation provides as follows:
"ELEVENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
TWELFTH: (a) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that, except
as provided in paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding
10
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in advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer (in his or her capacity as a director or officer and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers mentioned in this Article Twelfth. Notwithstanding the indemnification
provisions throughout the Certificate of Incorporation, the Corporation shall
not be obligated, contractually or otherwise, to indemnify its directors and
officers with respect to proceedings initiated or brought by any officer or
director and not by way of defense, or, for any amounts paid in settlement of
any proceeding against any officer or director, without the prior written
consent of the Company.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Article is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.
(d) Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law."
11
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Specimen Stock Certificate*
4.2 1998 Stock Option Plan of the Registrant*
5.1 Opinion of Morse, Zelnick, Rose & Lander, LLP as to the
validity of the securities covered by the Registration
Statement.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Morse, Zelnick, Rose & Lander, LLP (included in
Exhibit 5.1)
24 Power of Attorney (included in signature page)
- -------------
* Incorporated by reference to the Company's Registration Statement on Form
S-1 No. 333-46321.
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, State of New York on this 10th day of
August, 1998.
PROFESSIONAL DETAILING, INC.
By: /s/ Charles T. Saldarini
----------------------------------------
Charles T. Saldarini
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles T. Saldarini, Kenneth S. Rose, or either
one of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all pre- or post-effective amendments to
this Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on August 10, 1998.
Signatures Title
- ---------- -----
/s/ John P. Dugan Chairman of the Board
- ---------------------------
John P. Dugan
/s/ Charles T. Saldarini President, Chief Executive
- --------------------------- Officer and Director
Charles T. Saldarini
/s/ Bernard C. Boyle Chief Financial Officer
- ---------------------------
Bernard C. Boyle
/s/ Gerald J. Mossinghoff Director
- ---------------------------
Gerald J. Mossinghoff
/s/ John M. Pietruski Director
- ---------------------------
John M. Pietruski
/s/ Jan Martens Vecsi Director
- ---------------------------
Jan Martens Vecsi
13
EXHIBIT 5.1
[LETTERHEAD OF MORSE, ZELNICK, ROSE & LANDER]
August 10, 1998
Professional Detailing, Inc.
10 Mountainview Road
Upper Saddle River, New Jersey 07458
Re: Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel to Professional Detailing, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended (the "Act"), to register the offering by the Company of
shares of Common Stock par value $.01 per share (the "Shares") issuable upon
exercise of options granted and to be granted under the Company's 1998 Stock
Option Plan (the "Option Plan").
In this regard, we have reviewed the Certificate of Incorporation of the
Company, as amended, resolutions adopted by the Company's Board of Directors,
the Option Plan, the form of Options granted thereunder, and such other records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
Based upon the foregoing, we are of the opinion that the Shares issuable
upon exercise of the options granted and to be granted pursuant to the Option
Plan have been duly and validly authorized for issuance and when issued and
delivered as contemplated by such options will be legally issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this opinion, we do not hereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the SEC thereunder. Members
of the firm own the securities of the Company described in Part II-Item 5 of the
Registration Statement.
Very truly yours,
/s/ Morse, Zelnick, Rose & Lander, LLP
----------------------------------------------
Morse, Zelnick, Rose & Lander, LLP
14
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8, relating to the Professional Detailing, Inc. 1998 Stock Option Plan,
of our report dated April 20, 1998, except as to the information presented in
Note 2, for which the date is May 15, 1998, on our audits of the financial
statements of Professional Detailing, Inc. as of December 31, 1997 and December
31, 1996, and for each of the three fiscal years in the period ended December
31, 1997 appearing in the registration statement on Form S-1 (File # 333-46321)
of Professional Detailing, Inc. filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933.
PricewaterhouseCoopers LLP
Parsippany, New Jersey
August 11, 1998
15
