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
Date of Report (Date of earliest event reported): January 24, 2002
PRG-SCHULTZ INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Commission File Number 000-28000
Georgia 58-2213805
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
2300 Windy Ridge Parkway
Suite 100 North
Atlanta, Georgia 30339-8426
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (770) 779-3900
The Profit Recovery Group International, Inc.
(Former name or former address, if changed since last report)
N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 24, 2002, PRG-Schultz International, Inc. ("PRG-Schultz"), f/k/a
The Profit Recovery Group International, Inc., acquired substantially all the
assets and assumed certain liabilities of Howard Schultz & Associates
International, Inc. ("HSA-Texas"), substantially all of the outstanding stock of
HS&A International Pte Ltd. and all of the outstanding stock of Howard Schultz &
Associates (Asia) Limited, Howard Schultz & Associates (Australia), Inc and
Howard Schultz & Associates (Canada), Inc., each an affiliated foreign operating
company of HSA-Texas, pursuant to an amended and restated agreement and plan of
reorganization by and among PRG-Schultz, HSA-Texas, Howard Schultz, Andrew H.
Schultz and certain trusts dated December 11, 2001 (the "Asset Agreement") and
an amended and restated agreement and plan of reorganization by and among
PRG-Schultz, Howard Schultz, Andrew H. Schultz, Andrew H. Schultz Irrevocable
Trust and Leslie Schultz dated December 11, 2001 (the "Stock Agreement").
HSA-Texas and affiliates are industry pioneers in providing recovery audit
services and the assets acquired by PRG-Schultz will continue to be used for
audit recovery services.
Pursuant to the Asset and Stock Agreements, the consideration paid for the
assets of HSA-Texas and affiliates was 14,759,970 unregistered restricted shares
of PRG-Schultz common stock and the assumption of certain HSA-Texas liabilities,
including aggregate net debt of approximately $65.7 million, a portion of which
was repaid at closing. In addition, options to purchase approximately 1.1
million shares of PRG-Schultz common stock were issued in exchange for
outstanding HSA-Texas options. PRG-Schultz's credit facility was used to fund
closing costs related to the HSA-Texas acquisitions and repay certain
indebtedness of HSA-Texas. The consideration given to acquire the assets of
HSA-Texas and affiliates was determined as a result of arm's length negotiations
among unrelated parties.
On January 24, 2002, The Profit Recovery Group International, Inc. changed
its corporate name to PRG-Schultz International, Inc.
The description of the acquisition contained herein is qualified in its
entirety by reference to the Asset and Stock Agreements, each dated December 11,
2001 and incorporated herein by reference to Annex A and Annex B of
PRG-Schultz's Definitive Proxy Statement filed on December 20, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
The financial statements required by Item 7(a) of Form 8-K are not
included. In accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than
April 9, 2002.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 7(b) of Form
8-K is not included. In accordance with Item 7(a)(4) of Form 8-K, such
financial information shall be filed by amendment to this Form 8-K no
later than April 9, 2002.
(c) Exhibits.
Exhibit Number Description
2.1 Agreement and Plan of Reorganization, dated as of December 11,
2001, among The Profit Recovery Group International, Inc., Howard
Schultz & Associates International, Inc., Howard Schultz, Andrew
H. Schultz and certain trusts (incorporated by reference to Annex
A to the Definitive Proxy Statement of PRG-Schultz filed on
December 20, 2001).
2.2 Agreement and Plan of Reorganization pursuant to Section
368(a)(1)(B) of the Internal Revenue Code dated as of December
11, 2001 among The Profit Recovery Group International, Inc.,
Howard Schultz, Andrew H. Schultz, Andrew H. Schultz Irrevocable
Trust and Leslie Schultz (incorporated by reference to Annex B to
the Definitive Proxy Statement of PRG-Schultz filed on December
20, 2001).
SIGNATURE
Pursuant to the requirements 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.
PRG-SCHULTZ INTERNATIONAL, INC.
Date: February 5, 2002 By: /s/ Donald E. Ellis, Jr.
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Donald E. Ellis, Jr., Executive
Vice President, Chief Financial Officer
and Treasurer
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