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
incorporation) No.)
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
(Former name or former address, if changed since last report)
Item 5. Other Events.
On January 24, 2002, PRG-Schultz International, Inc. ("PRG-Schultz") issued a
press release announcing shareholder approval for the acquisition of
substantially all of the assets of Howard Schultz & Associates International,
Inc. ("HSA-Texas") and substantially all of the stock of certain of its
affiliated foreign operating companies, a press release announcing the closing
of the HSA-Texas acquisitions and the board of directors' decision to reclassify
remaining discontinued operations as continuing and a press release appointing
Mark C. Perlberg as PRG-Schultz's Chief Operating Officer. In addition, on
February 18, 2002, PRG-Schultz issued a press release announcing its results for
the quarter-ended December 31, 2001 and the year-ended December 31, 2001.
PRG-Schultz hereby incorporates by reference herein the information set forth in
its Press Releases dated January 24, 2002 and February 18, 2002, copies of which
are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4. Except as otherwise
provided in the press releases, the press releases speak only as of the date of
such press releases and such press releases shall not create any implication
that the affairs of PRG-Schultz have continued unchanged since such date.
Except for the historical information contained in this report, the statements
made by PRG-Schultz are forward looking statements that involve risks and
uncertainties. All such statements are subject to the safe harbor created by the
Private Securities Litigation Reform Act of 1995. PRG-Schultz's future financial
performance could differ significantly from the expectations of management and
from results expressed or implied in the Press Releases. For further information
on other risk factors, please refer to the "Risk Factors" contained in
PRG-Schultz's Current Report on Form 8-K filed on December 17, 2001 with the
Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit Number Description
99.1 Press Release dated January 24, 2002
99.2 Press Release dated January 24, 2002
99.3 Press Release dated January 24, 2002
99.4 Press Release dated February 18, 2002
2
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 20, 2002 By: /s/ Donald E. Ellis, Jr.
---------------------------------------------
Donald E. Ellis, Jr., Executive Vice
President - Finance, Chief Financial
Officer and Treasurer
(Principal Financial Officer)
3
EXHIBIT INDEX
Exhibit Number Description Page
99.1 Press Release dated January 24, 2002 5
99.2 Press Release dated January 24, 2002 8
99.3 Press Release dated January 24, 2002 13
99.4 Press Release dated February 18, 2002 14
4
1439626