CDI CORP
8-K, 1998-08-17
HELP SUPPLY SERVICES
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   Form 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934


Date of Report (date of earliest event reported)
August 3, 1998
- --------------------------------------------------------------------------------


                                   CDI Corp.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


       Pennsylvania                  1-5519                  23-2394430
   --------------------            ----------             ----------------
     (State or other              (Commission            (I.R.S. Employer
       jurisdiction                File Number)         Identification No.)
     of incorporation)


                   1717 Arch Street, Philadelphia, PA  19103-2768
- --------------------------------------------------------------------------------
     Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code
(215) 569-2200
- --------------------------------------------------------------------------------

                                      N/A
- --------------------------------------------------------------------------------
        (Former name or former address, if changed since last report.)



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                            Exhibit Index on Page 3
<PAGE>
 
Item 5.   Other Events
          ------------

      CDI Corp. announced on August 3, 1998 that its Board of Directors had
approved a program to repurchase up to 5% of the Company's outstanding common
stock over a one-year period.  The August 3, 1998 news release of this
announcement is attached as Exhibit 99 to this Form 8-K.

Item 7.   Financial Statements and Exhibits
          ---------------------------------

          (c)  Exhibits

       The following exhibit is filed as part of this
Form 8-K:

          99.     August 3, 1998 News Release Concerning
                  5% Stock Repurchase Program

  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 hereunto
  duly authorized.

                           CDI Corp.


  Date  August 14, 1998    /s/ Joseph R. Seiders
                           -----------------------------------
                           Joseph R. Seiders
                           Senior Vice President and Secretary



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<PAGE>
 
                               Index to Exhibits

Number                    Exhibit                     Page
- ------                    -------                     ----

99.             August 3, 1998 News Release             4
                Concerning 5% Stock Repurchase
                Program



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<PAGE>
 
CDI CORP. BOARD OF DIRECTORS AUTHORIZES STOCK REPURCHASE PROGRAM

Philadelphia, Pa. (Aug. 3, 1998) - CDI Corp. today announced that its Board of
Directors has approved a program to repurchase up to five percent of the
company's outstanding common stock over a one-year period.  Purchases will be
made from time to time depending upon the company's share price.

The repurchases will be accomplished primarily through open market purchases but
may also be made through privately negotiated transactions. There are currently
approximately 20 million shares of common stock outstanding.  The company
believes that, at current price levels, the repurchase of its shares represents
an attractive investment opportunity which will benefit the company and its
shareholders.

"Our strong balance sheet gives us great flexibility. This program reflects our
strong confidence in our strategic growth plan and represents an attractive
opportunity to increase shareholder wealth," said CDI Corp. President and Chief
Executive Officer Mitch Wienick.  He added, "We have ample room to repurchase
shares while continuing to invest in growing our business, including through
acquisitions."  In that regard, the company is actively seeking to acquire
companies providing information technology staffing and outsourcing services and
is currently in advanced discussions with several providers of information
technology staffing and recruiting services.

Company Information
- -------------------

Philadelphia-based CDI Corp. (NYSE: CDI) increases the productivity and
competitiveness of its Fortune 1,000 customer base through a full continuum of
professional, technical and administrative staffing and outsourcing services.
CDI is the nation's largest provider of engineering and engineering support
staffing, outsourcing and consulting, and a leading provider of information
technology staffing and outsourcing through its IT division. Its Management
Recruiters International subsidiary is the world's largest management search and
recruitment organization, and its Todays Temporary subsidiary is a leading
provider of temporary administrative, legal and financial staffing. With more
than 34,000 employees in offices throughout North America and the U.K., CDI
serves a broad range of industries, including aerospace, automotive, banking and
financial services, computing, electronics, energy and petrochemical,
government, marine, pharmaceutical, telecommunications and others. CDI revenues
totaled $1.5 billion in 1997. Visit the CDI Corp. web site at www.cdicorp.com.




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<PAGE>
 
Safe Harbor Statement
- ---------------------

Certain information in this news release contains forward-looking statements as
such term is defined in Section 27A of the Securities Act and Section 21E of the
Exchange Act. Certain forward-looking statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "seeks," "approximately," "intends," "plans," "estimates," or
"anticipates" or the negative thereof or other comparable terminology, or by
discussions of strategy, plans or intentions. Forward-looking statements involve
risks and uncertainties that could cause actual results to different materially
from those in the forward-looking statements. These include risks and
uncertainties such as competitive market pressures, material changes in demand
from larger customers, availability of labor, the company's performance on
contracts, changes in customers' attitudes towards outsourcing, government
policies adverse to the staffing industry, changes in economic conditions,
unforeseen events associated with the disposition of discontinued operations and
delays or unexpected costs in making modifications to existing software and
converting to new software to resolve issues related to Year 2000. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The company assumes no obligation to update
such information.


                                                  For more information, contact:

                                               John Sanford (Investor Relations)
                 Executive Vice President and Chief Financial Officer, CDI Corp.
                                                       Telephone: (215) 636-1119

                                               Tim Fitzpatrick (Media Relations)
                                   Director, Corporate Communications, CDI Corp.
                                                       Telephone: (215) 636-1107
                                                E-mail: [email protected]
                                               ---------------------------------
                                               <mailto:[email protected]>
                                               ---------------------------------




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