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
March 21, 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
(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))
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
5,100 shares of the Series A Preferred Stock into an aggregate
of 235,168 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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Series A |
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Common Stock Issued |
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Date of Conversion |
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Preferred Stock |
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Upon Conversion |
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March 21, 2007 |
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2,000 |
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92,223 |
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March 23, 2007 |
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1,100 |
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50,722 |
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March 27, 2007 |
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2,000 |
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92,223 |
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Total |
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5,100 |
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235,168 |
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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 46.111706 shares of common stock per one share
($130.9803 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.
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: March 27, 2007 |
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