Form 8-K/A
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 15, 2006
_______________________
PRG-SCHULTZ
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
_________________________
|
Georgia
|
000-28000
|
58-2213805
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
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
_____________________________________________________________
(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):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.
On
May
16, 2006, PRG-Schultz International, Inc. (the “Company") filed with the
Securities and Exchange Commission a Report on Form 8-K (the "Initial 8-K
Report") with respect to the inadvertent filing of its Form 10-Q for the quarter
ended March 31, 2006. This Form 8-K amends the Initial 8-K Report. The Company
sent its Form 10-Q for the quarter ended March 31, 2006 to the firm it uses
to
"edgarize" the filing (the process used to submit filings with the Securities
and Exchange Commission), and the Form 10-Q was inadvertently filed with the
Securities and Exchange Commission before the Company had completed its normal
filing procedures, including final proofing, obtaining of signatures and
approvals, and the final review by the Company’s independent auditors which is
required prior to filing pursuant to Rule 10-01(d) of Regulation S-X. As a
result, on May 15, 2006, the Company concluded that the financial statements
filed on May 15, 2006 with its Form 10-Q for the quarter ended March 31, 2006
could not be relied upon. Also on that date, certain authorized officers of
the
Company together with the Chairman of the Company’s Audit Committee discussed
with the Company’s independent accountant the inadvertent early filing of the
Company’s Form 10-Q, the fact that the Company as well as their independent
auditors had not completed their final review, and the resulting decision that
the financial statements filed on May 15, 2006 with its Form 10-Q for the
quarter ended March 31, 2006 could not be relied upon. The Company and its
independent auditors subsequently completed their review procedures, and the
Company filed a Form 10-Q/A on May 18, 2006. The Company is assessing its filing
procedures to ensure they are adequate for future filings. The 10-Q/A contained
no changes in the amounts on the face of the financial statements other than
a
reclassification of payments of $580,000 from the the other assets line item
of
cash flows from operations, to the payments
for deferred loan cost line item of cash flows from investing
activities,
with the
result of increasing cash flows from operations by $580,000 and reducing cash
flows from investing activities by $580,000.
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:
May 23, 2006
By:
/s/ Victor A. Allums
Victor
A. Allums
Senior
Vice President