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): APRIL 28, 2003
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.)
600 GALLERIA PARKWAY
SUITE 100
ATLANTA, GEORGIA 30339-5949
(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 AND REGULATION FD DISCLOSURE.
On April 28, 2003, PRG-Schultz International, Inc. ("PRG-Schultz") issued a
press release announcing its results for the quarter ended March 31, 2003.
PRG-Schultz hereby incorporates by reference herein the information set forth in
its Press Release dated April 28, 2003, a copy of which is attached hereto as
Exhibit 99.1. This information, filed under Item 5, is also being provided
pursuant to Item 12 of Form 8-K. Except as otherwise provided in the press
release, the press release speaks only as of the date of such press release and
such press release 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 Form 10-K filed March 17, 2003 with the Securities and Exchange
Commission. PRG-Schultz disclaims any obligation or duty to update or modify
these forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit Number Description
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99.1 Press Release dated April 28, 2003
ITEM 9. REGULATION FD DISCLOSURE (INCLUDING ITEM 12 INFORMATION).
Pursuant to the interim guidance contained in SEC Release 34-47583, the
information set forth under Item 5 and required by Item 12 of this report is
being furnished under this Item 9 and is hereby incorporated herein by
reference.
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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: April 28, 2003 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
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99.1 Press Release dated April 28, 2003 5
4