Form 8-K
UNITED
STATES
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): September 6,
2006
_______________________
PRG-SCHULTZ
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
_________________________
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Georgia
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000-28000
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58-2213805
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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600
Galleria Parkway, Suite 100, Atlanta, Georgia 30339-5949
(Address
of principal executive office) (zip code)
Registrant’s
telephone number, including area code: (770) 779-3900
_____________________________________________________________
(Former
name or former address, if changed since last report)
_________________________
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
7.01 Regulation FD Disclosure.
In
connection with the conference call to be held by PRG-Schultz International,
Inc. (the “Company”) on September 7, 2006 at 10:00 a.m. Eastern Daylight Time,
the Company has furnished with this Form 8-K as Exhibit 99.1 a reconciliation
of
the Company’s projected three-year EBITDA and Adjusted EBITDA, which are
non-GAAP financial measures, to the Company’s net earnings (loss) projections
previously disclosed in its Offering Circular dated February 1, 2006 distributed
in connection with the Company’s exchange offer which closed on March 17,
2006.
The
information in this Form 8-K and Exhibit 99.1 hereto is furnished pursuant
to
Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or
otherwise subject to the liability of the section, is not subject to the
requirements of Item 10 of Regulation S-K promulgated by the U.S. Securities
and
Exchange Commission (“SEC”), nor shall it be deemed incorporated by reference in
any registration or other filing with the SEC under the Exchange Act or the
Securities Act of 1933, regardless of any statement contained in such a
filing.
Forward-Looking
Statements
The
projections contained in this Form 8-K and
Exhibit 99.1 hereto are “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. These projections are not
guarantees of future performance, but are based upon certain assumptions,
including assumptions regarding the Company’s future financial position and
liquidity; the Company’s ability to successfully complete its operational
turnaround (including plans to streamline the Company’s organization); the
anticipated success of the Company’s expense reduction program; the Company’s
plans to reverse declining revenues by optimizing the accounts payable recovery
audit practice and building and growing new service and practice areas; the
success and potential growth of the Company’s Medicare auditing project; the
scope of opportunities available for the Company to assist existing clients
with
broader compliance issues and the Company’s ability to exploit such
opportunities. The projections and underlying assumptions are subject to risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company to differ materially from the results anticipated
by the Company’s current projections. Risks that could affect the Company’s
future performance include the Company’s ability to retain personnel, Medicare
audit revenues that do not meet expectations or justify costs incurred, changes
in the market for the Company’s services, client bankruptcies, loss of major
clients, continuing declines in the accounts payable recovery audit business
due
to the increasing skills, experience and resources of our clients’ internal
audit recovery staff, and other risks generally applicable to the Company’s
business. For a discussion of other risk factors that may impact the Company’s
business and the success of its restructuring plan, please see the risk factors
set forth in the Company’s Registration Statement on Form S-1, as amended and
filed with the SEC on August 15, 2006. The Company expressly disclaims any
obligation or duty to update or modify the projections provided
above.
Item
9.01 Financial Statements and Exhibits.
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99.1
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Reconciliation
of Non-GAAP Projections
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, PRG-Schultz
International, Inc. has duly caused this report to be signed on its behalf
by
the undersigned hereunto duly authorized.
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PRG-SCHULTZ
INTERNATIONAL, INC.
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Date:
September 6, 2006
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By:
/s/ Victor A. Allums
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Victor A. Allums
Senior
Vice President, Secretary and General
Counsel
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