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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 21, 2006
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PRG-SCHULTZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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GEORGIA 000-28000 58-2213805
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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
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(Former name or former address, if changed since last report)
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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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 21, 2006, the Compensation Committee of PRG-Schultz International,
Inc. (the "Company"), following consultation with and approval of the Nominating
and Corporate Governance Committee of the Company, granted options to purchase
29,000 shares of the Company's common stock for $6.29 per share, the closing
price on September 21, 2006, to each of the Company's non-employee directors
named below:
David A. Cole
Eugene I. Davis
Patrick G. Dills
N. Colin Lind
Philip J. Mazzilli, Jr.
Steven P. Rosenberg
The options are not considered incentive stock options for tax purposes and were
granted pursuant to the terms and conditions of the Company's Stock Incentive
Plan and the form of Non-Employee Director Stock Option Agreement (the
"Agreement") which is filed as Exhibit 10.1 hereto and incorporated herein by
reference.
The options vest in three equal installments on each of March 30, 2007, March
30, 2008 and March 30, 2009, subject to acceleration upon a change of control as
described in the Agreement. Unvested options are forfeited when a director
leaves the board. The options terminate on September 21, 2013, except that
options held by a director who leaves the board before a change of control will
terminate three years after termination of board service, if such date occurs
before September 21, 2013.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Form of Non-Employee Director Stock Option Agreement
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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.
PRG-SCHULTZ INTERNATIONAL, INC.
Date: September 27, 2006 By: /s/ Victor A. Allums
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Victor A. Allums
Senior Vice President, Secretary and
General Counsel
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