Attached files
| file | filename |
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| EX-10.20.1 - EXHIBIT 10.20.1 - INTERPACE BIOSCIENCES, INC. | exhibit10201.htm |
| EX-10.20.3 - EXHIBIT 10.20.3 - INTERPACE BIOSCIENCES, INC. | exhibit10203.htm |
| EX-10.20.2 - EXHIBIT 10.20.2 - INTERPACE BIOSCIENCES, INC. | exhibit10202.htm |
| EX-10.20.4 - EXHIBIT 10.20.4 - INTERPACE BIOSCIENCES, INC. | exhibit10204.htm |
| EX-31.2 - 2009 10K/A EXHIBIT 31.2 - INTERPACE BIOSCIENCES, INC. | exhibit312200910ka.htm |
| EX-32.1 - 2009 10K/A EXHIBIT 32.1 - INTERPACE BIOSCIENCES, INC. | exhibit321200910ka.htm |
| EX-32.2 - 2009 10K/A EXHIBIT 32.2 - INTERPACE BIOSCIENCES, INC. | exhibit322200910ka.htm |
| EX-31.1 - 2009 10K/A EXHIBIT 31.1 - INTERPACE BIOSCIENCES, INC. | exhibit311200910ka.htm |
| EX-10.20.5 - EXHIBIT 10.20.5 - INTERPACE BIOSCIENCES, INC. | exhibit10205.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2009
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____________to_________________
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Commission file Number: 0-24249
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PDI, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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22-2919486
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Morris Corporate Center 1, Building A
300 Interpace Parkway, Parsippany, NJ 07054
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(Address of principal executive offices and zip code)
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(862) 207-7800
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(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
Common Stock, par value $0.01 per share
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Name of each exchange on which registered
The Nasdaq Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
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 ý 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 during the preceding 12 months (or for such short period that the registrant was required to submit and post such files). Yes o No o
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company ý
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(Do not check if a smaller reporting company)
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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 ý
The aggregate market value of the registrant’s common stock, $0.01 par value per share, held by non-affiliates of the registrant on June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, was $29,231,073 (based on the closing sales price of the registrant's common stock on that date). Shares of the registrant's common stock held by each officer and director and each person who owns 10% or more of the outstanding common stock of the registrant have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 26, 2010, 14,242,715 shares of the registrant’s common stock, $0.01 par value per share, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2010 Annual Meeting of Stockholders (the Proxy Statement) are incorporated by reference in Part III hereof.
EXPLANATORY NOTE
PDI, Inc. (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “Annual Report”), originally filed with the Securities and Exchange Commission (“SEC”) on March 8, 2010, solely to attach as exhibits 10.20.1–10.20.5 (collectively, the “Exhibits”) certain agreements that had previously not been filed with the SEC. Certain provisions of the Exhibits have been omitted pursuant to a confidential treatment request filed with the SEC.
Except for the foregoing, this Amendment No. 1 does not amend the Annual Report in any way and does not modify or update any disclosures contained in the Annual Report, which continues to speak as of the original date of the Annual Report. Accordingly, this Amendment No. 1 should be read in conjunction with the Annual Report and the Company’s other filings filed with or furnished to the SEC subsequent to the Annual Report.
PART IV
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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(a)
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The following documents are filed as part of this Form 10-K/A:
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(3) Exhibits. See (b) below.
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(b)
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Exhibits
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Exhibit No.
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Description
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3.1
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Certificate of Incorporation of PDI, Inc. (1)
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3.2
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By-Laws of PDI, Inc. (1)
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3.3
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Certificate of Amendment of Certificate of Incorporation of PDI, Inc. (3)
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4.1
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Specimen Certificate Representing the Common Stock (1)
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10.1*
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1998 Stock Option Plan (1)
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10.2*
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2000 Omnibus Incentive Compensation Plan (2)
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10.3*
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Executive Deferred Compensation Plan (15)
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10.4*
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2004 Stock Award and Incentive Plan (4)
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10.5*
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Form of Restricted Stock Unit Agreement for Employees (13)
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10.6*
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Form of Stock Appreciation Rights Agreement for Employees (13)
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10.7*
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Form of Restricted Stock Unit Agreement for Directors (13)
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10.8*
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Form of Restricted Share Agreement (15)
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10.9*
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Agreement between the Company and John P. Dugan (1)
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10.10*
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Employment Separation Agreement between the Company and Nancy Lurker (9)
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10.11*
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Amended and Restated Employment Agreement between the Company and Jeffrey Smith (10)
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10.12*
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Employment Separation Agreement between the Company and David Kerr (15)
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10.13*
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Employment Separation Agreement between the Company and Rich Micali (14)
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10.14*
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Employment Separation Agreement between the Company and Howard Drazner (14)
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10.15
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Saddle River Executive Centre Lease (5)
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10.16
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Saddle River Executive Centre 2005 Sublease (5)
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10.17
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Saddle River Executive Centre 2007 Sublease (8)
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10.18
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First Amendment to Saddle River Executive Centre 2005 Sublease (12)
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10.19
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Morris Corporate Center Lease (11)
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10.20.1†
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Amended and Restated Master Services Agreement, dated September 23, 2009, between the Company and Pfizer Inc., filed herewith.
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10.20.2†
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Amended and Restated Task Order No. 1 to the Master Services Agreement, effective January 1, 2010, between the Company and Pfizer Inc., filed herewith.
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10.20.3†
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Amendment No. 1 to Task Order No. 1, effective February 1, 2010, between the Company and Pfizer Inc., filed herewith.
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10.20.4†
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Amendment No. 2 to Task Order No. 1, effective June 28, 2010, between the Company and Pfizer Inc., filed herewith.
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10.20.5†
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Amendment No. 3 to Task Order No. 1, effective October 1, 2010, between the Company and Pfizer Inc., filed herewith.
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21.1
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Subsidiaries of the Registrant (13)
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23.1
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Consent of Ernst & Young LLP (15)
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Exhibit No.
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Description
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31.1
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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31.2
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
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32.2
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Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
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*
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Denotes compensatory plan, compensation arrangement or management contract.
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†
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Confidential treatment has been requested with respect to certain portions of this Exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
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(1)
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Filed as an exhibit to our Registration Statement on Form S-1 (File No 333-46321), and incorporated herein by reference.
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(2)
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Filed as an exhibit to our definitive proxy statement dated May 10, 2000, and incorporated herein by reference.
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(3)
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Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference.
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(4)
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Filed as an exhibit to our definitive proxy statement dated April 28, 2004, and incorporated herein by reference.
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(5)
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Filed as an exhibit to our Form 10-K for the year ended December 31, 2005, and incorporated herein by reference.
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(6)
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Filed as an exhibit to our Form 10-Q for the quarter ended June 30, 2006, and incorporated herein by reference.
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(7)
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Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2006, and incorporated herein by reference.
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(8)
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Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference.
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(9)
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Filed as an exhibit to our Current Report on Form 8-K filed on November 18, 2008, and incorporated herein by reference.
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10)
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Filed as an exhibit to our Current Report on Form 8-K filed on January 7, 2009, and incorporated herein by reference.
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(11)
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Filed as an exhibit to our Quarterly Report on Form 10-Q filed on November 5, 2009, and incorporated herein by reference.
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(12)
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Filed as an exhibit to our Current Report on Form 8-K filed on December 4, 2009, and incorporated herein by reference.
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(13)
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Filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference.
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(14)
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Filed as an exhibit to our Current Report on Form 8-K filed on April 7, 2009, and incorporated herein by reference.
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(15)
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Filed as an exhibit to our Annual Report on Form 10-K filed on March 8, 2010, and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28th day of January, 2011.
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PDI, INC.
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/s/ Jeffrey E. Smith
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Jeffrey E. Smith
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Chief Financial Officer and Treasurer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.20.1†
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Amended and Restated Master Services Agreement, dated September 23, 2009, between the Company and Pfizer Inc.
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10.20.2†
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Amended and Restated Task Order No. 1 to the Master Services Agreement, effective January 1, 2010, between the Company and Pfizer Inc.
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10.20.3†
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Amendment No. 1 to Task Order No. 1, effective February 1, 2010, between the Company and Pfizer Inc.
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10.20.4†
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Amendment No. 2 to Task Order No. 1, effective June 28, 2010, between the Company and Pfizer Inc.
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10.20.5†
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Amendment No. 3 to Task Order No. 1, effective October 1, 2010, between the Company and Pfizer Inc.
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31.1
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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†
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Confidential treatment has been requested with respect to certain portions of this Exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
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