As filed with the Securities and Exchange Commission on December 15, 1998.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CDI CORP.
(Exact name of Registrant as specified in its charter)
1717 Arch Street, 35th Floor
Pennsylvania Philadelphia, Pennsylvania 19103-2768 23-2394430
(State of (Address of principal executive offices) (I.R.S. Employer
Incorporation) (Zip Code) Identification No.)
CDI CORP.
1998 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
Joseph R. Seiders, Esquire
CDI Corp.
1717 Arch Street, 35th Floor
Philadelphia, Pennsylvania 19103-2768
(name and address of agent for service)
(215) 569-2200
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Paul S. Kimbol, Esquire
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
(215) 994-2603
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CALCULATION OF REGISTRATION FEE
- ------------------------------ ------------------- ----------------------- ------------------------- ---------------------
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering aggregate registration
to be registered registered(1) price per share(2) offering price(2) fee(3)
- ------------------------------ ------------------- ----------------------- ------------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock
par value $.10 per 1,600,000 shares $20.4375 $32,700,000 $9,647
share
- ------------------------------ ------------------- ----------------------- ------------------------- ---------------------
(1) This registration statement of CDI Corp. (the "Corporation") relates
to the registration of the offer and sale of up to an aggregate of
1,600,000 shares of the Corporation's Common Stock, par value $0.10
per share ("Common Stock"), pursuant to the CDI Corp. 1998
Non-Qualified Stock Option Plan.
(2) The amounts are based upon the average of the high and low sale prices
for the Common Stock as reported on the New York Stock Exchange on
December 11, 1998, and are used solely for the purpose of calculating
the registration fee in accordance with paragraphs (c) and (h) of Rule
457 under the Securities Act of 1933.
(3) Calculated pursuant to Section 6(b) as follows: Proposed maximum
aggregate offering price multiplied by 0.000295.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will be
sent or given to employees eligible to participate in the CDI Corp. 1998
Non-Qualified Stock Option Plan (the "Plan") as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). Those documents
and the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of CDI Corp. (the "Registrant") and the Plan
filed or to be filed with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement as of
their respective dates:
(a) The Registrant's annual report filed on Form 10-K filed on March
6, 1998, by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange
Act, for the fiscal year ended December 31, 1997;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the "Exchange Act" since December 31, 1997;
(c) A description of the Common Stock contained in the Corporation's
Registration Statement on Form 8-A, filed on October 31, 1988 under Section
12(g) of the Exchange Act, including all amendments and reports updating such
description; and
(d) All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into this Registration Statement.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law
authorizes indemnification if the person to be indemnified acted in good faith
and in a manner he believed was not opposed to the best interests of the Company
and had no reasonable cause to believe was unlawful. Whether the person to be
indemnified acted in good faith shall be determined by the members of the Board
not parties to such litigation, independent counsel or shareholders. Such
indemnity shall not be allowed in a derivative suit in which such person is
adjudged liable for negligence or misconduct except to the extent allowed by the
court. Whether such proceeding is brought by or in the right of the Company or
otherwise, indemnification shall be allowed only as specifically authorized by
the Board in each case. Section 9-04 of the Company's bylaws extends the right
of each director or officer of the Company to indemnification by the Company to
include amounts awarded in or paid in settlement of an action by or in the right
of the Company, and provides generally that the Company shall pay expenses
incurred by such persons in defending an action in advance of its final
disposition, provided the person receiving such advances undertakes to repay the
amount advanced if it is ultimately determined that he is not entitled to
indemnification by the Company.
Section 1713 of the Pennsylvania Business Corporation Law permits
Pennsylvania corporations to limit the liability of directors. At the 1987
annual meeting, the shareholders approved new provisions for the Company's
bylaws to limit the liability of directors to the extent permitted by law. These
provisions (a) limit the directors' personal liability for monetary damages
arising out of breaches of their fiduciary duty of care, without changing the
statutory requirement that they perform their duties with diligence and care,
(b) extend the right of each director, officer, employee or agent of the Company
to indemnification by the Company to include amounts awarded in or paid in
settlement of an action by or in the right of the Company, and (c) provide
generally that the Company pay expenses incurred by such persons in defending an
action in advance of its final disposition, provided the person receiving such
advances undertakes to repay the amount advanced if it is ultimately determined
that he is not entitled to indemnification by the Company.
The Company maintains directors' and officers' liability insurance, as
permitted by its bylaws, with a current policy limit of $15,000,000.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following exhibits are filed herewith and are incorporated by
reference as part of this Registration Statement:
4.1 Articles of Incorporation of the Registrant, incorporated
herein by reference to the Registrant's report on Form 10-Q
for the quarter ended June 30, 1990. (File No. 1-5519)
4.2 Bylaws of the Registrant, incorporated herein by reference
to the Registrant's report on Form 10-Q for the quarter
ended June 30, 1990. (File No. 1-5519)
5.1 Opinion of Joseph R. Seiders, Senior Vice President and
General Counsel, CDI Corp., as to the legality of securities
being registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Joseph R. Seiders, Senior Vice President and
General Counsel, CDI Corp. (contained in the opinion filed
as Exhibit 5.1 to this Registration Statement)
24.1 Power of Attorney (set forth on signature page of this
Registration Statement)
Item 9. Undertakings.
Undertakings required by Item 512(a)
of Regulation S-K
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
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provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
Undertakings required by Item 512(b)
of Regulation S-K
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be initial bona fide offering thereof.
Undertakings required by Item 512(h)
of Regulation S-K
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of 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 Philadelphia, State of Pennsylvania, on December
11, 1998.
CDI CORP.
By: /s/ MITCHELL WIENICK
Mitchell Wienick
President, Chief Executive Officer
and Director
By: /s/ JOHN D. SANFORD
John D. Sanford
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Mitchell Wienick, John D. Sanford and Joseph R.
Seiders, and each of them, as such person's true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, for such person and in
such person's name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 under the Securities Act of 1933, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof. Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement and the foregoing
Power of Attorney have been signed by the following persons in the capacities
and on the date indicated.*
By: /s/ WALTER E. BLANKLEY
Walter E. Blankley
Director
Date: December 11,1998
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By: /s/ JOHN M. COLEMAN
John M. Coleman
Director
Date: December 11, 1998
By: /s/ WALTER R. GARRISON
Walter R. Garrison
Director
Date: December 11, 1998
By: /s/ KAY HAHN HARRELL
Kay Hahn Harrell
Director
Date: December 11, 1998
By: /s/ LAWRENCE C. KARLSON
Lawrence C. Karlson
Director
Date: December 11, 1998
By: /s/ ALLEN M. LEVANTIN
Allen M. Levantin
Director
Date: December 11, 1998
By: /s/ ALAN B. MILLER
Alan B. Miller
Director
Date: December 11, 1998
By: /s/ BARTON J. WINOKUR
Barton J. Winokur
Director
Date: December 11, 1998
* Signatures representing a majority of the
Registrant's Board of Directors
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EXHIBIT INDEX
Exhibit No. Document
4.1 Articles of Incorporation of the Registrant, incorporated herein
by reference to the Registrant's report on Form 10-Q for the
quarter ended June 30, 1990. (File No. 1-5519)
4.2 Bylaws of the Registrant, incorporated herein by reference to the
Registrant's report on Form 10-Q for the quarter ended June 30,
1990 (File No. 1-5519)
5.1 Opinion of Joseph R. Seiders, Senior Vice President and General
Counsel, CDI Corp., as to the legality of securities being
registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Joseph R. Seiders, Senior Vice President and General
Counsel, CDI Corp. (contained in the opinion filed as Exhibit 5.1
to this Registration Statement)
24.1 Power of Attorney (set forth on signature page of this
Registration Statement)
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EXHIBIT NO. 5.1
OPINION OF JOSEPH R. SEIDERS, SENIOR VICE PRESIDENT
AND GENERAL COUNSEL, CDI CORP.
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[CDI LETTERHEAD]
December 11, 1998
CDI Corp.
1717 Arch Street, 35th Floor
Philadelphia, Pennsylvania 19103-2768
Dear Sirs:
With reference to the registration statement on Form S-8 which CDI
Corp. (the "Company") proposes to file with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended, registering
1,600,000 common shares (par value $0.10 per share) of the Company (the
"Shares") which may be offered and sold by the Company under the CDI Corp. 1998
Non-Qualified Stock Option Plan (the "Plan"), which Shares, under the terms of
the Plan may be authorized and unissued shares or treasury shares, I am of the
opinion that:
1. the Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Pennsylvania;
2. all proper corporate proceedings have been taken so that any
Shares to be offered and sold which are newly issued have been
duly authorized and, upon sale and payment therefor in accordance
with the Plan and the resolutions of the Board of Directors
relating to the offering and sale of common shares thereunder,
will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC in
connection with the registration statement referred to above.
Very truly yours,
/s/ Joseph R. Seiders
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EXHIBIT NO. 23.1
CONSENT OF KPMG PEAT MARWICK LLP
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CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
CDI Corp.:
We consent to the use of our report dated February 19, 1998, incorporated herein
by reference, with respect to the consolidated financial statements of CDI Corp.
and subsidiaries as of December 31, 1997 and 1996 and for each of the years in
the three-year period ended December 31, 1997, and the financial statement
schedule for the three-year period ended December 31, 1997, which report appears
in the December 31, 1997 annual report on Form 10-K of CDI Corp.
Philadelphia, Pennsylvania
December 11, 1998
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