AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 2004
Registration No. 333-76018
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PRG-SCHULTZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-2213805
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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600 GALLERIA PARKWAY
SUITE 100
ATLANTA, GEORGIA 30339-5986
(770) 779-3900
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)
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CLINTON MCKELLAR, JR., ESQ.
GENERAL COUNSEL
PRG-SCHULTZ INTERNATIONAL, INC.
600 GALLERIA PARKWAY
SUITE 100
ATLANTA, GEORGIA 30339-5986
(770) 779-3900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
B. JOSEPH ALLEY, JR., ESQ.
ARNALL GOLDEN GREGORY LLP
2800 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3450
(404) 873-8500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: No
additional sales of securities will be made pursuant to this registration
statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THIS POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-3 SHALL BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES ACT OF 1933, AS AMENDED, ON SUCH
DATE AS THE SECURITIES AND EXCHANGE COMMISSION MAY DETERMINE.
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DEREGISTRATION OF SECURITIES
PRG-Schultz International, Inc. (the "Company") files this Post-effective
Amendment No. 4 to the Registration Statement on Form S-3 (No. 333-49300) (as
amended, the "Registration Statement") to deregister securities which were
registered under the Registration Statement but were not sold under the
Registration Statement. The offering contemplated by the Registration Statement
terminated by virtue of the expiration of the Company's contractual obligation
to maintain the effectiveness of the Registration Statement. Those selling
securityholders that are not "affiliates" of the Company, as defined in Rule 144
under the Securities Act, may continue to sell subject securities as may be
permitted by Rule 144(k).
Based on data provided by the selling securityholders named in the Registration
Statement, we have calculated that of the $115,500,000 in principal amount of
our 4 3/4% Convertible Subordinated Notes Due 2006 (the "Notes") registered on
the Registration Statement, $58,382,000 in principal amount of the Notes were
not sold under the Registration Statement. None of the shares of Common Stock
underlying the Notes were sold under the Registration Statement. The Company
therefore is filing this Registration Statement to deregister $58,382,000 in
principal of the Notes and 14,922,484 shares of Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-effective
Amendment No. 4 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on February 26, 2004.
PRG-SCHULTZ INTERNATIONAL, INC.
By: /s/ John M. Cook
----------------------------------------
John M. Cook, President, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ John M. Cook
------------------------ President, Chairman of the February 26, 2004
John M. Cook Board and Chief Executive
Officer (Principal Executive
Officer)
/s/ Donald E. Ellis, Jr.
------------------------ Executive Vice President - February 26, 2004
Donald E. Ellis, Jr. Finance, Chief Financial
Officer and Treasurer
(Principal Financial Officer)
/s/ Allison Aden
------------------------ Senior Vice President - February 26, 2004
Allison Aden Finance (Principal
Accounting Officer)
*
------------------------ Director
Arthur N. Budge, Jr.
------------------------ Director
David A. Cole
------------------------ Director
Gerald E. Daniels
*
------------------------ Director
Jonathan Golden
*
------------------------ Director
Garth H. Greimann
------------------------ Director
N. Colin Lind
*
------------------------ Director
E. James Lowrey
*
------------------------ Director
Thomas S. Robertson
*
------------------------ Director
Howard Schultz
*
------------------------ Director
Jacquelyn M. Ward
*By: /s/ Donald E. Ellis, Jr. February 26, 2004
--------------------------------
Donald E. Ellis, Jr.
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
--------------------------- ------------------------------------------------
24* Power of Attorney.
24.1* Power of Attorney.
* Previously filed.