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PROSPECTUS
511,800 Shares
CDI CORP.
Common Stock Par Value $.10 per Share
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All of the shares of Common Stock offered hereby (the "Shares") are being sold
by the Selling Shareholders. CDI Corp. (the "Company") will not receive any
proceeds from the sale of the Shares. Expenses of the offering will be borne by
the Selling Shareholders.
The Common Stock of the Company is traded on the New York Stock Exchange under
the symbol "CDI".
The Shares may be sold from time to time in one or more transactions (which
may include block transactions) on the New York Stock Exchange or in privately
negotiated transactions, or otherwise, at market prices prevailing at the time
of sale, at prices related to such market prices or at negotiated prices.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is August 16, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational 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 can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and Seven World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock of
the Company is listed on the New York Stock Exchange and such reports, proxy
statements and other information may be inspected at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement on Form S-3
(herein, together with all exhibits thereto, referred to as the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the securities offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Reference is hereby made to the
Registration Statement and to the exhibits thereto for further information with
respect to the Company and the securities offered hereby. Copies of the
Registration Statement and the exhibits thereto are on file at the offices of
the Commission and may be obtained upon payment of the prescribed fee or may be
examined without charge at the public reference facilities of the Commission
described above. Statements contained herein concerning the provisions of
documents are necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1995 (Commission File No.1-5519).
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996 (Commission File No. 1-5519).
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996 (Commission File No. 1-5519).
4. The Description of Capital Stock incorporated by reference into the
Company's Registration Statement on Form 8-A filed with the Commission pursuant
to the Exchange Act (Commission File No. 1-5519).
In addition, all documents filed by the Company with the Commission after the
date of this Prospectus pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the termination of the offering made hereby shall be
deemed to be incorporated in this Prospectus by reference and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
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document which is incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Certain information incorporated by reference herein contains forward-looking
statements as such term is defined in Section 27A of the Securities Act and
Section 21E of the Exchange Act. Certain factors as discussed therein could
cause actual results to differ materially from those in the forward-looking
statements.
The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the foregoing documents incorporated by reference herein,
including exhibits specifically incorporated by reference in such documents but
excluding all other exhibits to such documents. Requests should be made to:
Joseph R. Seiders, Senior Vice President and Secretary, CDI Corp., 1717 Arch
Street, 35th Floor, Philadelphia, Pennsylvania 19103-2768, (215) 569-2200.
THE COMPANY
CDI Corp. provides staffing and technical services to a broad range of
customers. The Company serves its customers through three business segments:
Technical Services, Temporary Services and Management Recruiters. The
Technical Services segment offers four types of technical personnel services:
technical personnel staffing, managed staffing, managed technical outsourcing
and consulting. The Temporary Services segment provides clerical,
secretarial, office support, new product demonstration and survey personnel
and some semi-skilled light industrial personnel to customers on a temporary
basis. The Management Recruiters segment primarily recruits management,
technical, sales and clerical personnel for permanent employment positions on
a contingent fee basis.
CDI Corp. is a holding company incorporated in Pennsylvania in 1985 as the
successor to CDI Corporation, which was incorporated in 1950. Its principal
executive offices are located at 1717 Arch Street, 35th Floor, Philadelphia,
Pennsylvania 19103-2768, and its telephone number is (215) 569-2200.
SELLING SHAREHOLDERS
The Selling Shareholders are five Sprinkle Trusts No. 2 established by
Walter R. Garrison, President of the Company, for the respective benefit of
his five children, Bruce R. Garrison, C. Jeffrey Garrison, Mark R. Garrison,
Pamela G. Phelan and Susan K. Garrison. Each of the five Sprinkle Trusts No.
2 has registered 102,360 shares of Common Stock for sale pursuant to this
Prospectus and such shares may be offered from time to time by the Selling
Shareholders.
The trustees of each of the five Sprinkle Trusts No. 2 are Donald W.
Garrison (brother of Walter R. Garrison), Allen I. Rosenberg and Barton J.
Winokur. Barton J. Winokur is a director of the Company. All of the trustees
are also trustees of the five Sprinkle Trusts No. 3 established by Walter R.
Garrison for the benefit of his five children. Messrs. Rosenberg and Winokur
are also trustees of the five Sprinkle Trusts No. 1 and five Income
Accumulation Trusts Under Sprinkle Trusts No. 1 ("Income Accumulation Trusts")
established by Walter R. Garrison for the respective benefit of the same five
beneficiaries. As described below, the five Sprinkle Trusts No. 3, the five
Sprinkle Trusts No. 1 and the five Income Accumulation Trusts own a
substantial number of shares of Common Stock of the Company. Some or all of
the trustees identified herein are holders of Common Stock of the Company in
their individual capacities, but none of the Shares offered hereby are being
offered for any trustee's individual account.
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As of the date of this Prospectus, Sprinkle Trust No. 2 f/b/o Bruce R.
Garrison owns 635,584 shares of Common Stock, or 3.2% of the outstanding
Common Stock of the Company, and following the sale of the Shares offered
hereby, such trust will own 533,224 shares of Common Stock (2.7%). As of the
date of this Prospectus, Sprinkle Trust No. 2 f/b/o C. Jeffrey Garrison owns
689,360 shares of Common Stock (3.5%), and following the sale of the Shares
offered hereby, such trust will own 587,000 shares of Common Stock (3.0%). As
of the date of this Prospectus, Sprinkle Trust No. 2 f/b/o Mark R. Garrison
owns 658,083 shares of Common Stock (3.3%), and following the sale of the
Shares offered hereby, such trust will own 555,723 shares of Common Stock
(2.8%). As of the date of this Prospectus, Sprinkle Trust No. 2 f/b/o Pamela
G. Phelan owns 678,360 shares of Common Stock (3.4%), and following the sale
of the Shares offered hereby, such trust will own 576,000 shares of Common
Stock (2.9%). As of the date of this Prospectus, Sprinkle Trust No. 2 f/b/o
Susan K. Garrison owns 667,860 shares of Common Stock (3.4%), and following
the sale of the Shares offered hereby, such trust will own 565,500 shares of
Common Stock (2.9%).
As of the date of this Prospectus, Sprinkle Trust No. 1 f/b/o Bruce R.
Garrison owns 108,786 shares of Common Stock (0.5%), Sprinkle Trust No. 1
f/b/o C. Jeffrey Garrison owns 113,990 shares of Common Stock (0.6%), Sprinkle
Trust No. 1 f/b/o Mark R. Garrison owns 107,959 shares of Common Stock (0.5%),
Sprinkle Trust No. 1 f/b/o Pamela G. Phelan owns 113,990 shares of Common
Stock (0.6%) and Sprinkle Trust No. 1 f/b/o Susan K. Garrison owns 112,220
shares of Common Stock (0 .6%).
As of the date of this Prospectus, Sprinkle Trust No. 3 f/b/o Bruce R.
Garrison owns 394,018 shares of Common Stock (2.0%), Sprinkle Trust No. 3
f/b/o C. Jeffrey Garrison owns 417,000 shares of Common Stock (2.1%), Sprinkle
Trust No. 3 f/b/o Mark R. Garrison owns 408,500 shares of Common Stock (2.1%),
Sprinkle Trust No. 3 f/b/o Pamela G. Phelan owns 417,000 shares of Common
Stock (2.1%) and Sprinkle Trust No. 3 f/b/o Susan K. Garrison owns 404,000
shares of Common Stock ( 2.0%).
As of the date of this Prospectus, each of the five Income Accumulation
Trusts owns 12,150 shares of Common Stock (0.1%). None of the shares of
Common Stock owned by the Sprinkle Trusts No. 1, the Sprinkle Trusts No. 3 or
the Income Accumulation Trusts are being offered hereby.
LEGAL MATTERS
Legal matters in connection with the authorization and issuance of the
shares of Common Stock offered hereby have been passed upon by Dechert Price &
Rhoads, Philadelphia, Pennsylvania. Barton J. Winokur, a director and
shareholder of the Company, is a partner of Dechert Price & Rhoads.
EXPERTS
The financial statements of the Company incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of CDI Corp. for the year ended
December 31, 1995, have been so incorporated in reliance on the report of KPMG
Peat Marwick LLP, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
NO DEALER, SALESMAN OR ANY OTHER 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 CONTAINED HEREIN, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON HAS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO
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MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CERATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE FACTS HEREIN SET FORTH SINCE THE DATE
HEREOF.
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