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
December 19, 2006
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
(Registrant’s 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))
TABLE OF CONTENTS
Item 3.02. Unregistered Sales of Equity Securities
On the dates reflected in the table below holders of the Company’s 9.0% Senior Series A Convertible
Participating Preferred Stock (the “Series A Preferred Stock”) converted a total of 2,122 shares of
the Series A Preferred Stock into an aggregate of 93,631 shares of the Company’s common stock.
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Number of Shares of |
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Number of Shares of |
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Common Stock Issued |
| Date of Conversion |
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Series A Preferred Stock |
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Upon Conversion |
December 12, 2006 |
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50 |
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2,206 |
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December 13, 2006 |
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23 |
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1,014 |
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December 14, 2006 |
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355 |
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15,664 |
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December 14, 2006 |
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129 |
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5,692 |
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December 15, 2006 |
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947 |
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41,787 |
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December 18, 2006 |
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237 |
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10,457 |
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December 19, 2006 |
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236 |
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10,413 |
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December 20, 2006 |
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145 |
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6,398 |
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December 21, 2006 |
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195 |
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8,604 |
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Total |
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2,317 |
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102,235 |
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The Series A Preferred Stock was converted at the current conversion ratio under the terms of the
Series A Preferred Stock, which is approximately 44.126034 shares of common stock per one share
($125.34 liquidation preference) of Series A Preferred Stock. No fractional shares were issued in
connection with the conversions.
The issuance of shares of common stock pursuant to the above conversions consists of an exchange of
securities solely with holders of the Company’s 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.