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): FEBRUARY 23, 2004
PRG-SCHULTZ INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Commission File Number: 000-28000
GEORGIA 58-2213805
(State or other jurisdiction of (IRS Employer Identification
incorporation) No.)
600 GALLERIA PARKWAY
SUITE 100
ATLANTA, GEORGIA 30339-5949
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (770) 779-3900
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit Number Description
99.1 Press Release dated February 23, 2004
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information provided pursuant to this Item 12 is to be considered "filed"
under the Securities Exchange Act of 1934 ("Exchange Act") and incorporated by
reference into those filings of PRG-Schultz International, Inc. ("PRG-Schultz")
that provide for the incorporation of all reports and documents filed by
PRG-Schultz under the Exchange Act.
On February 23, 2004, PRG-Schultz issued a press release announcing its results
for the fiscal year ending December 31, 2003. PRG-Schultz hereby incorporates by
reference herein the information set forth in its Press Release dated February
23, 2004, a copy of which is attached hereto as Exhibit 99.1. Except as
otherwise provided in the press release, the press release speaks only as of the
date of such press release and such press release shall not create any
implication that the affairs of PRG-Schultz have continued unchanged since such
date.
Except for the historical information contained in this report, the statements
made by PRG-Schultz are forward-looking statements that involve risks and
uncertainties. All such statements are subject to the safe harbor created by the
Private Securities Litigation Reform Act of 1995. PRG-Schultz's future financial
performance could differ significantly from the expectations of management and
from results expressed or implied in the Press Releases. For further information
on other risk factors, please refer to the "Risk Factors" contained in
PRG-Schultz's Form 10-K filed March 17, 2003 with the Securities and Exchange
Commission. PRG-Schultz disclaims any obligation or duty to update or modify
these forward-looking statements.
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SIGNATURE
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.
PRG-SCHULTZ INTERNATIONAL, INC.
Date: February 23, 2004 By: /s/ Donald E. Ellis, Jr.
--------------------------------------
Donald E. Ellis, Jr.
Executive Vice President - Finance,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit Number Description Page
99.1 Press Release dated February 23, 2004 5
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