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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): NOVEMBER 17, 2004
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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
(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
N/A
(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 8.01. OTHER EVENTS.
On December 16, 2004, PRG-Schultz International, Inc. (the "Company")
announced that it has been awarded a contract to provide audit recovery services
to the State of Arizona. The press release announcing the contract is filed as
Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
Except for the historical information contained in this report, the
statements made by the Company in this report are forward-looking statements
that involve risks and uncertainties, including statements and implied
assertions regarding: whether other governmental entities may pursue recovery
audit services, whether those who do so will retain the Company to provide such
services, whether and to what extent such audits will identify significant
overpayments, and whether the Company's audit will ultimately save money for
Arizona taxpayers. 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 and future events could differ significantly from the
expectations of management and from results expressed or implied in the Press
Release. The outcome of such contingencies may be affected by a number of
factors. See the "Risk Factors" section of PRG-Schultz's Form 10-K filed March
5, 2004 with the Securities and Exchange Commission, for a discussion of certain
risks and uncertainties that may impact such forward looking statements.
PRG-Schultz disclaims any obligation or duty to update or modify these
forward-looking statements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
(b) Pro Forma Financial Information.
(c) Exhibits.
Exhibit Number Description
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99.1 December 16, 2004 Press Release Announcing
Contract with the State of Arizona
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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: December 21, 2004 By: /s/ Clinton McKellar, Jr.
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Clinton McKellar, Jr.
General Counsel and Secretary
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