S-8

As filed with the Securities and Exchange Commission on January 22, 2004.

Registration No. 33-                

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)

Pennsylvania	1717 Arch Street, 35th Floor Philadelphia, Pennsylvania 19103-2768	23-2394430
(State of Incorporation)	(Address of principal executive offices) (Zip Code)	(I.R.S. Employer Identification No.)

CDI CORP.
STOCK PURCHASE PLAN FOR MANAGEMENT EMPLOYEES AND NON-EMPLOYEE DIRECTORS
(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 LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
(215) 994-2603

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)
Common Stock par value $.10 per share	35,000 shares	$	33.12	$	1,159,200	$	93.78

(1) This registration statement of CDI Corp. (the “Registrant”) relates to the registration of the offer and sale of up to an aggregate of 35,000 shares of the Registrant’s Common Stock, par value $0.10 per share (“Common Stock”), pursuant to the CDI Corp. Stock Purchase Plan for Management Employees and Non-Employee Directors.

(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 January 20, 2004 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.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     This Registration Statement is filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering additional shares of Common Stock of the Registrant in connection with the CDI Corp. Stock Purchase Plan for Management Employees and Non-Employee Directors (the “Plan”). A registration statement on Form S-8, file number 333-34508 (the “Prior Registration Statement”) was filed on April 11, 2000 for Common Stock of the Registrant to be offered under the Plan and is currently effective. The contents of the Prior Registration Statement, to the extent not amended by this Registration Statement, are hereby incorporated by reference.

Item 8. Exhibits.

     The following exhibits are hereby incorporated by reference as part of this Registration Statement:

5.1 Opinion of Joseph R. Seiders, Senior Vice President and General Counsel, CDI Corp., as to the legality of the securities being registered.

23.1 Consent of KPMG 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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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 November 11, 2003.

CDI CORP
By:	/s/ Roger H. Ballou
	Roger H. Ballou President, Chief Executive Officer and Director
By:	/s/ Jay G. Stuart
	Jay G. Stuart Executive Vice President and Chief Financial Officer (Principal Financial Officer)

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Roger H. Ballou, Jay G. Stuart 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:	November 11, 2003

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By:
	Michael J. Emmi Director
Date:
By:	/s/ Walter R. Garrison
	Walter R. Garrison Director
Date:	November 11, 2003
By:	/s/ Kay Hahn Harrell
	Kay Hahn Harrell Director
Date:	November 11, 2003
By:	/s/ Lawrence C. Karlson
	Lawrence C. Karlson Director
Date:	November 11, 2003
By:
	Alan B. Miller Director
Date:
By:	/s/ Ronald J. Kozich
	Ronald J. Kozich Director
Date:	November 11, 2003
By:	/s/ Barton J. Winokur
	Barton J. Winokur Director
Date:	November 11, 2003

-4- EX-5.1 3 w93410exv5w1.htm LEGAL OPINION

EXHIBIT NO. 5.1

LEGAL OPINION

CDI Corp.
1717 Arch Street, 35th Floor
Philadelphia, Pennsylvania 19103-2768

January 20, 2004

To the Commission:

With reference to the registration statement on Form S-8 which CDI Corp. (the “Company”) proposes to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, registering an additional 35,000 shares of Common Stock, par value $0.10 per share, of the Company (the “Shares”) which may be offered and sold by the Company under the CDI Corp. Stock Purchase Plan for Management Employees and Non-Employee Directors (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: 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 of the Company relating to the offering and sale of Common Stock thereunder, will be legally issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the registration statement referred to above.

Very truly yours,

/s/ Joseph R. Seiders
Senior Vice President and General Counsel
CDI Corp.

EX-23.1 4 w93410exv23w1.htm CONSENT OF KPMG LLP

EXHIBIT NO. 23.1

CONSENT OF KPMG LLP

The Board of Directors
CDI Corp:

We consent to the use of our report dated February 21, 2003, with respect to the consolidated balance sheets of CDI Corp. and subsidiaries as of December 31, 2002 and 2001 and the related consolidated statements of earnings, cash flows, and shareholders’ equity for each of the years in the three-year period ended December 31, 2002, incorporated herein by reference. Our report refers to the Company’s adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, on January 1, 2002.

/s/ KPMG LLP

Philadelphia, Pennsylvania
January 19, 2004

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