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
June 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 10% Senior Convertible Notes
due 2011 (the “10% Notes”) converted a total of $2,754,000 in aggregate principal amount of the 10%
Notes into an aggregate of 423,691 shares of the Company’s common stock.
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Principal Amount of 10% |
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Number of Shares of Common |
| Date of Conversion |
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Notes Converted |
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Stock Issued Upon Conversion |
June 13, 2007 |
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$ |
546,000 |
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84,000 |
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June 21, 2007 |
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$ |
1,306,000 |
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200,923 |
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June 22, 2007 |
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$ |
17,000 |
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2,615 |
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June 22, 2007 |
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$ |
885,000 |
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136,153 |
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Total |
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$ |
2,754,000 |
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423,691 |
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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. No fractional shares were issued in
connection with the conversions of the 10% Notes.
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 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.