Form 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 29,
2006
_______________________
PRG-SCHULTZ
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
_________________________
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Georgia
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000-28000
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58-2213805
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(State
or Other Jurisdiction
of
Incorporation)
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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 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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement
On
September 29, 2006, PRG-Schultz International, Inc. (the “Company”) entered into
an Option Termination Agreement (the “Agreement”) with its President, Chief
Executive Officer and Chairman of the Board, James B. McCurry. Under the
Agreement, Mr. McCurry voluntarily surrendered for cancellation his option
to
purchase 200,000 shares of Company common stock, after giving effect to the
Company’s 1-for-10 reverse stock split effected on August 14, 2006, which option
was granted on July 29, 2005, as part of his initial employment package.
The
cancellation of the referenced stock option will accelerate share-based
compensation expense that otherwise would be recorded in future periods under
Statement of Financial Accounting Standards (“SFAS”) No. 123(R). The Company
estimates that this action will result in an aggregate acceleration of
approximately $1.7 million in the Company’s share-based compensation expense,
which would have been amortized over the relevant vesting periods of the option.
The
transaction has the effect of returning 200,000 shares to the Company’s
unrestricted reserve of common stock, which shares may be used for general
corporate purposes. Mr. McCurry voluntarily offered the option to the Company
for cancellation and did not request or receive any payment from the Company
in
connection with the cancellation.
The
material terms of the cancelled option were disclosed in the Company’s Form 8-K
which was filed with the U.S. Securities and Exchange Commission on July 25,
2005, the contents of which are incorporated herein by reference. The cancelled
option had an exercise price of $31.60 per share. The vesting of the
time-vesting tranche of the option (50,000 shares) was subsequently accelerated
in anticipation of the Company’s adoption of SFAS No. 123(R). The remaining
tranches of the option (150,000 shares) would have vested only upon the
achievement (and maintenance for 45 consecutive trading days) of closing market
prices of the Company’s common stock ranging from $45 to $80 per
share.
The
description above is qualified in its entirety by reference to the full text
of
the Agreement. A copy of the Agreement is incorporated herein by reference
and
attached hereto as Exhibit 10.1.
Mr.
McCurry has no material relationships with the Company or any of its affiliates,
other than as a holder of Company’s securities and a director and officer of the
Company, and as previously disclosed in the Company’s periodic reports on file
with the U.S. Securities and Exchange Commission.
Item
1.02 Termination
of a Material Definitive Agreement.
See
Item
1.01 above regarding the cancellation of Mr. McCurry’s stock option, the
contents of which are incorporated hereunder by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1
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Option
Termination Agreement with James B. McCurry dated September 29, 2006.
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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.
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PRG-SCHULTZ
INTERNATIONAL, INC.
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Date:
October 5, 2006
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By:
/s/
Victor A. Allums
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Victor A. Allums
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Senior Vice President, Secretary and General Counsel
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