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): January 17, 2002
THE PROFIT RECOVERY GROUP
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.)
2300 Windy Ridge Parkway
Suite 100 North
Atlanta, Georgia 30339-8426
(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)
N/A
Item 5. Other Events.
On January 17, 2002, The Profit Recovery Group International Inc. ("PRG") issued
a press release announcing that it expects to issue an aggregate of 14,759,970
shares of PRG common stock in connection with its previously announced planned
acquisition of substantially all of the assets of Howard Schultz & Associates
International, Inc. (HS&A) and substantially all of the stock of certain of its
affiliated foreign operating companies. PRG hereby incorporates by reference
herein the information set forth in its Press Release dated January 17, 2002, a
copy of which is attached hereto as Exhibit 99.1.
Except for the historical information contained in this report, the statements
made by PRG 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's future financial performance
could differ significantly from the expectations of management and from results
expressed or implied in the Press Release. For further information on other risk
factors, please refer to the "Risk Factors" contained in PRG's Current Report on
Form 8-K filed on December 17, 2001 with the Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit Number Description
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99.1 Press Release dated January 17, 2002
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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.
THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.
Date: January 17, 2002 By: /s/ Allison Aden
-----------------------------------------
Allison Aden, Vice President - Finance
(Principal Accounting Officer)
3
EXHIBIT INDEX
Exhibit Number Description Page
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99.1 Press Release dated January 17, 2002 5
4
1429385