FORM
8-K
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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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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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1. |
The
first paragraph of Article 2 of the articles of incorporation was
amended
to provide that the total number of authorized shares of capital
stock
would be 51 million, of which 50 million shall be designated as common
stock, and 1 million designated as preferred. Prior to the amendment,
the
articles provided for a total number of authorized shares of capital
stock
of 201 million (without giving effect to the reverse stock split),
including 200 million common shares and 1 million shares of preferred.
The
amendment reflects a decrease in accordance with the Company’s reverse
stock split, plus an upward adjustment to allow for, among other
things,
the exercise of outstanding convertible
securities.
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2. |
Article
2 was also amended so as to provide for a 1-for-10 reverse stock
split of
the Company’s common stock which was effective at 8:00 a.m. Eastern Time
on August 14, 2006. The company’s common stock will trade under the symbol
“PRGXD” for the first 20 trading days following effectiveness. Shares
authorized for issuance were also proportionately
reduced.
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3. |
Section
5.1(a) was amended to increase the number of shares of the Company’s 10.0%
Senior Series B Convertible Participating Preferred Stock (the “Series B
Preferred Stock”) authorized for issuance from 125,000 shares to 264,000
shares. However, because the currently outstanding 10% Senior Convertible
Notes due 2011 (the “10% Convertible Notes”) became convertible into
common stock only as of August 15, 2006 (see Item 7.01 below), the
Company
does not presently anticipate the issuance of any shares of Series
B
Preferred Stock.
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4. |
Sections
4.4(e) and 5.4(e) were each amended to provide that no adjustment
will be
made to the conversion price of any shares of Series B Preferred
Stock or
the Company’s 9.0% Senior Series A Convertible Participating Preferred
Stock (the “Series A Preferred Stock”), or to the number of shares
issuable upon such conversion, due to any conversion of the 10%
Convertible Notes, Series A Preferred Stock or Series B Preferred
Stock,
or the exercise of any stock option. Previously, these sections provided
for adjustments commensurate with those provided under the 2006 MIP.
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5. |
Sections
4.6 and 5.6 were each amended to provide that holders of Series A
and
Series B Preferred Stock are not entitled to vote as a separate group
on
amendments, modifications or repeals of the Company’s Bylaws unless the
amendment, modification or repeal in question affect the terms of
the
preferred stock in a way which materially adversely affects the powers,
preferences or rights of the holders thereof. The text previously
suggested that such preferred holders were entitled to vote as a
separate
group on every amendment to the Company’s
Bylaws.
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(d)
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Exhibits.
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3.1
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PRG-Schultz
International, Inc. Amended and Restated Articles of Incorporation,
as
amended through August 11, 2006 (restated solely for the purposes
of
filing with the Securities and Exchange Commission)
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99.1
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Press
Release dated August 14, 2006
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PRG-SCHULTZ
INTERNATIONAL, INC.
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Date:
August 17, 2006
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By: /s/
Victor A. Allums
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Victor
A. Allums
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Senior
Vice President, Secretary and General
Counsel
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