Form 8-K
 

UNITED STATES
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): May 31, 2006

_______________________

PRG-SCHULTZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
_________________________

Georgia
000-28000
58-2213805
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339-5949
(Address of principal executive office) (zip code)

Registrant’s telephone number, including area code: (770) 779-3900

_____________________________________________________________
(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 3.02 Unregistered Sales of Equity Securities.

As of June 6, 2006, since May 22, 2006, holders of the 9.0% Senior Series A Convertible Participating Preferred Stock (the “Series A Preferred”) of PRG-Schultz International, Inc. (the “Company”) have converted a total of 2,108 shares of Series A Preferred into an aggregate of 890,628 shares of the Company’s common stock, as described in the table below.


 
Date of Conversion
 
 
Number of Shares of Series A Preferred Stock Converted
 
 
Number of Shares of Common Stock Issued Upon Conversion
 
 
May 31, 2006
 
 
1,279
 
 
540,377
 
 
May 31, 2006
 
 
451
 
 
190,547
 
 
May 31, 2006
 
 
20
 
 
8,450
 
 
May 31, 2006
 
 
23
 
 
9,717
 
 
May 31, 2006
 
 
279
 
 
117,877
 
 
May 31, 2006
 
 
56
 
 
23,660
 
 
Total
 
 
2,108
 
 
890,628
 

The Series A Preferred Stock above was converted at the current conversion ratio under the terms of the Series A Preferred Stock, which is 422.5 shares of common stock per one share of ($120 liquidation preference) of Series A Preferred. No fractional shares were issued.

The shares of common stock listed above were issued solely to holders of the Series A Preferred Stock upon conversion of the Series A Preferred Stock pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended. Section 3(a)(9) is available because the shares of common stock were exchanged by the Company with its existing security holders exclusively, and no commission or other remuneration was paid or given, directly or indirectly, for soliciting such an exchange.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, PRG-Schultz International, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
PRG-SCHULTZ INTERNATIONAL, INC.
   
Date: June 6, 2006    
By:  /s/ Victor A. Allums
 
Victor A. Allums
 
Senior Vice President, General Counsel  and Secretary

 
 
3