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): August 19, 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 August 19, 2002, PRG-Schultz International, Inc. ("PRG-Schultz") issued press
releases announcing that the board of directors has elected Mark C. Perlberg
president and chief operating officer of PRG-Schultz and that Howard Schultz,
chairman, Andrew Schultz, executive vice president and director, and certain of
their affiliates have entered into agreements to sell approximately $75.7
million, or approximately 8.68 million shares, of PRG-Schultz common stock to
certain affiliates of Berkshire Partners LLC and Blum Capital Partners LP in
private transactions and have granted PRG-Schultz an option to purchase up to
2.89 million shares of PRG-Schultz common stock at $8.72 per share plus
accretion at 8% per annum. PRG-Schultz hereby incorporates by reference herein
the information set forth in its Press Releases dated August 19, 2002, copies of
which are attached hereto as Exhibit 99.1and Exhibit 99.2.
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 "Forward Looking Statements"
contained in PRG-Schultz's Form 10-Q as filed with the Securities and Exchange
Commission on June 30, 2002 and to the "Risk Factors" contained in PRG-Schultz's
prospectus dated April 24, 2002, as filed with the Securities and Exchange
Commission on April 25, 2002.
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 August 19, 2002
99.2 Press Release dated August 19, 2002
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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: August 19, 2002 By: /s/ Donald E. Ellis, Jr.
-------------------------------------------
Donald E. Ellis, Jr., Executive Vice
President-Finance, Chief Financial Officer
and Treasurer
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EXHIBIT INDEX
Exhibit
Number Description Page
------- ----------- ----
99.1 Press Release dated August 19, 2002 5
99.2 Press Release dated August 19, 2002 6
4
1501035