UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 12, 2007
Date of Report (Date of earliest event reported)
PRG-Schultz International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
|
|
|
0-28000
|
|
58-2213805 |
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
|
|
|
600 Galleria Parkway, Suite 100, Atlanta, Georgia
|
|
30339-5949 |
|
(Address of Principal Executive Offices)
|
|
(Zip Code) |
770-779-3900
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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 3.02. Unregistered Sales of Equity Securities
On the dates reflected in the table below holders of the Companys 9.0% Senior Series A Convertible
Participating Preferred Stock (the Series A Preferred Stock) and a holder of the Companys 10%
Senior Convertible Notes due 2011 (the 10% Notes) converted a total of 857 shares of the Series A
Preferred Stock and $400,000 in aggregate principal amount of the 10% Notes into an aggregate of
99,353 shares of the Companys common stock.
|
|
|
|
|
|
|
|
|
Number of Shares of |
|
|
|
Number of Shares of |
|
|
Series A Preferred |
|
Principal Amount of |
|
Common Stock Issued |
Date of Conversion |
|
Stock Converted |
|
10% Notes Converted |
|
Upon Conversion |
February 6, 2007 |
|
291 |
|
N/A |
|
12,840 |
February 16, 2007 |
|
566 |
|
N/A |
|
24,975 |
March 12, 2007 |
|
N/A |
|
$400,000 |
|
61,538 |
Total |
|
857 |
|
$400,000 |
|
99,353 |
The Series A Preferred Stock was converted at the applicable conversion ratio under the terms
of the Series A Preferred Stock, which at the time of the
conversions was approximately 44.126034
shares of common stock per one share ($125.34 liquidation preference) of Series A Preferred Stock.
The 10% Notes were converted at the applicable common stock
conversion price under the indenture for the
10% Notes, which at the time of the conversion was $6.50 per share of common stock. No fractional shares were issued in connection with the conversions of
the Series A Preferred Stock or the 10% Notes.
The issuance of shares of common stock pursuant to the above conversions consists of an exchange of
securities solely with the respective holders of the Companys Series A Preferred Stock and 10%
Notes, and is accordingly exempt from registration under Section 3(a)(9) of the Securities Act of
1933, as amended. No commission or other remuneration was paid or given directly or indirectly for
soliciting such exchange.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
|
PRG-Schultz International, Inc.
|
|
|
By: |
/s/ Victor A. Allums
|
|
|
|
Victor A. Allums |
|
|
|
Senior Vice President, Secretary and General
Counsel |
|
|
Dated:
March 16, 2007