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): October 28, 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 October 28, 2002, PRG-Schultz International, Inc. ("PRG-Schultz") issued a
press release announcing its financial results for the quarter ended September
30, 2002. PRG-Schultz hereby incorporates by reference herein the information
set forth in its Press Release dated October 28, 2002, a copy of which is
attached hereto as Exhibit 99.1.
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 Release. For further information
on other risk factors, please refer to the factors discussed in PRG-Schultz's
Form 10-Q as filed with the Securities and Exchange Commission on August 9, 2002
and the "Risk Factors" contained in PRG-Schultz's Post-Effective Amendment on
Form S-3 as filed with the Securities and Exchange Commission on August 30,
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 October 28, 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: October 28, 2002 By: /s/ Clinton McKellar
--------------------------------------
Clinton McKellar, Jr., Senior Vice
President, General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit Number Description Page
-------------- ----------- ----
99.1 Press Release dated October 28, 2002 5
4
1551745V1