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
May 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
(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 10% Senior Convertible Notes
due 2011 (the “10% Notes”) and holders of the Company’s 9.0% Senior Series A Convertible
Participating Preferred Stock (the “Series A Preferred Stock”) converted a total of $1,731,000 in
aggregate principal amount of the 10% Notes and 3,413 shares of the Series A Preferred Stock into
an aggregate of 423,683 shares of the Company’s 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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May 22, 2007
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N/A
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$41,000
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6,307 |
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May 22, 2007
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N/A
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$42,000
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6,461 |
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May 22, 2007
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N/A
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$13,000
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2,000 |
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May 23, 2007
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N/A
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$64,000
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9,846 |
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May 23, 2007
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N/A
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$12,000
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1,846 |
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May 24, 2007
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1,025
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N/A
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47,264 |
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May 25, 2007
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N/A
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$39,000
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6,000 |
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May 25, 2007
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N/A
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$837,000
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128,769 |
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May 25, 2007
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N/A
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$674,000
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103,692 |
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May 25, 2007
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N/A
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$9,000
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1,384 |
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May 31, 2007
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2,388
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N/A
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110,114 |
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Total
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3,413
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$1,731,000
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423,683 |
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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 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 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 Company’s 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.