PRG-SCHULTZ INTERNATIONAL, INC.
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
September 25, 2007
Date of Report (Date of earliest event reported)
PRG-Schultz International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
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0-28000
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58-2213805 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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600 Galleria Parkway, Suite 100, Atlanta, Georgia
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30339-5949 |
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(Address of Principal Executive Offices)
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(Zip Code) |
770-779-3900
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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
On the dates reflected in the table below, holders of the Companys 10% Senior Convertible Notes
due 2011 (the 10% Notes) and holders of the Companys 9.0% Senior Series A Convertible
Participating Preferred Stock (the Series A Preferred
Stock) converted a total of $27,640,663 in
aggregate principal amount of the 10% Notes and 3,655 shares of the Series A Preferred Stock into
an aggregate of 4,428,525 shares of the Companys common stock.
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Number of Shares of |
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Principal Amount of |
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Number of Shares of |
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Series A Preferred |
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10% Notes |
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Common Stock Issued |
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Date of Conversion |
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Stock Converted |
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Converted |
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Upon Conversion |
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September 25, 2007
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3,630
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N/A
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174,917 |
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September 27, 2007
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N/A
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$684
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105 |
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September 27, 2007
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N/A
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$4,381,684
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674,105 |
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September 27, 2007
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N/A
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$854,209
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131,416 |
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September 27, 2007
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N/A
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$6,326,000
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973,230 |
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September 28, 2007
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N/A
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$903,830
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139,050 |
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September 28, 2007
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N/A
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$3,766,000
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579,384 |
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September 28, 2007
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N/A
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$250,000
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38,461 |
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September 28, 2007
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N/A
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$2,346,496
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360,999 |
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September 28, 2007
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N/A
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$176,306
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27,124 |
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September 28, 2007
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N/A
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$2,871,280
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441,735 |
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September 28, 2007
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N/A
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$1,763,066
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271,240 |
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September 28, 2007
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N/A
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$956
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147 |
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September 28, 2007
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N/A
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$4,000,152
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615,408 |
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October 1, 2007
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25
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N/A
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1,204 |
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Total
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3,655
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$27,640,663
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4,428,525 |
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The 10% Notes were converted at $6.50 per share of common stock, the applicable common stock
conversion price under the indenture for the 10% Notes. The Series A Preferred Stock was converted
at the applicable conversion ratio under the terms of the Series A Preferred Stock, which is
approximately 48.186732 shares of common stock per one share ($136.8744135 liquidation preference)
of Series A Preferred Stock. No fractional shares were issued in connection with the conversions of
the 10% Notes or Series A Preferred Stock.
The issuance of shares of common stock pursuant to the above conversions consists of an exchange of
securities solely with the respective holders of the Companys 10% Notes and Series A Preferred
Stock, and is accordingly exempt from registration under Section 3(a)(9) of the Securities Act of
1933, as amended. No commission or other remuneration was paid or given directly or indirectly for
soliciting such exchange.
As previously disclosed, redemption notices have been issued for the 10% Notes and the Series A
Preferred Stock, and also for the Companys 11% Senior Notes due 2011 (the 11% Notes). The
redemption date for the 10% Notes and the 11% Notes is October 4, 2007, and the redemption date for
the Series A Preferred Stock is October 19, 2007. As an alternative to redemption, holders of the
10% Notes may elect to convert their notes into the Companys common stock at a conversion price of
$6.50 per share, and holders of the Series A Preferred Stock may elect to convert their shares into
the Companys
common stock at a conversion price of $2.84 per share. October 3, 2007 is the last day for
conversions of the 10% Notes into the Companys common stock and October 18, 2007 is the last day
for conversions of Series A Preferred Stock into the Companys common stock. On the applicable
redemption dates, holders of 10% Notes will receive outstanding principal plus accrued and unpaid
interest (calculated to the redemption date), holders of 11% Notes will receive 102% of outstanding
principal plus accrued and unpaid interest (calculated to the redemption date), and holders of
Series A Preferred Stock will receive the applicable liquidation preference, currently $136.8744135
per share, plus accrued and unpaid dividends (calculated to the redemption date).
SIGNATURES
Pursuant to the requirements of Section 12 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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PRG-Schultz International, Inc. |
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By:
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/s/ Victor A. Allums |
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Victor A. Allums
Senior Vice President, Secretary and
General Counsel |
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Dated: October 1, 2007 |
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