Attached files
| file | filename |
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| EX-99 - EXHIBIT 99 - CDI CORP | v238242_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 26, 2011
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CDI
Corp.
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(Exact
Name of Registrant as Specified in Its Charter)
|
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Pennsylvania
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(State
or Other Jurisdiction of
Incorporation)
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001-05519
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23-2394430
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1717
Arch Street, 35th Floor, Philadelphia, PA
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19103-2768
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(215)
569-2200
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(Registrant’s
Telephone Number, Including Area Code)
|
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N/A
|
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive
Agreement.
On
October 26, 2011, CDI Corp. (the “Company”) and
certain of its subsidiaries executed an amendment to the credit agreement with
JP Morgan Chase Bank, N.A. The amendment extends the term of the
Company’s existing committed, secured $35 million revolving line of credit
facility from October 28, 2011 to November 30, 2011. The amendment
also: (a) reduces the minimum liquidity balance (unrestricted cash
and cash equivalents plus the unused amount available for borrowing under this
credit facility) required to be maintained by the Company at the end of each
fiscal quarter from $20 million to $10 million, and (b) reduces the minimum
liquidity balance required before the Company pays a dividend from $25 million
to $15 million.
Item
2.02 Results of Operations and Financial
Condition.
On
October 27, 2011, the Company issued a news release reporting its financial
results for the third quarter ended September 30, 2011 and announcing a
quarterly cash dividend of $0.13 per share. A copy of the Company’s
news release is attached hereto as Exhibit 99 and is hereby incorporated by
reference.
The
information contained in this Item 2.02, including Exhibit 99, shall not be
deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
See the
information set forth above under Item 1.01.
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.
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CDI
CORP.
(Registrant)
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|||
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By:
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/s/ Robert M. Larney | |
| Robert M. Larney | |||
| Executive Vice President and Chief Financial Officer | |||
Date: October
27, 2011
2
EXHIBIT
INDEX
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Exhibit
Number
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Description
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99
|
News
Release dated October 27, 2011, issued by CDI
Corp.
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3