CDI Cdi Corp. (delisted)

CDI Corp. 1998 Non-Qualified Stock Option Plan

CDI Corp. Stock Purchase Plan for Management Employees and Non-Employee Directors

CDI Corp. 2004 Omnibus Stock Plan

CDI Corp. Amended and Restated 2004 Omnibus Stock Plan

(Full Title of the Plans)

Brian D. Short

Executive Vice President, Chief Administrative Officer and General Counsel

CDI Corp.

1735 Market Street, Suite 200

Philadelphia, Pennsylvania 19103

(Name and address of agent for service)

(215) 569-2200

(Telephone number, including area code, of agent for service)

Copies to:

Martin Nussbaum, Esq.

Ian Hartman, Esq.

Dechert LLP

1095 Avenue of the Americas

New York, New York 10036

(212) 698-3500

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (these “ Post-Effective Amendments ”) relate to the following Registration Statements on Form S-8 (collectively, the “ Registration Statements ”) of CDI Corp., a Pennsylvania corporation (the “ Registrant ”), filed by the Registrant with the Securities and Exchange Commission (the “ SEC ”):

On September 13, 2017, pursuant to the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of July 31, 2017, by and among the Registrant, Nova Intermediate Parent, LLC, a Delaware limited liability company (“ Parent ”), and Nova Merger Sub, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as a wholly-owned subsidiary of Parent (the “ Merger ”).

As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all of such securities of the Registrant registered but unsold under the Registration Statements, if any, as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.