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
May 29, 2008
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)
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0-28000
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58-2213805 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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600 Galleria Parkway, Suite 100, Atlanta, Georgia
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30339-5949 |
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(Address of Principal Executive Offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. |
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Entry into a Material Definitive Agreement. |
At the 2008 Annual Meeting of Shareholders of PRG-Schultz International, Inc. (the Company),
held on May 29, 2008, the shareholders approved the PRG-Schultz International, Inc. 2008 Equity
Incentive Plan (the Incentive Plan). Under the Incentive Plan, the Company may grant awards that
include stock options (both incentive stock options and non-qualified stock options), stock
appreciation rights, restricted stock, restricted stock units and other incentive awards. All
awards granted under the Incentive Plan will be governed by separate written agreements between the
Company and the participants. The written agreements will specify when the award may become vested,
exercisable and payable. No awards may be granted after March 24, 2018, the date which is 10 years
after the adoption of the Incentive Plan by the Board.
The maximum number of shares of common stock that may be issued pursuant to awards under the
Incentive Plan is 2,000,000 shares. If any awards expire or are cancelled, terminated or forfeited
for any reason other than their exercise, vesting or payment, the shares of common stock subject to
such awards will again be available for issuance. In any calendar year, no participant may be
granted stock options, stock appreciation rights, restricted stock, restricted stock units, or any
combination thereof that relate to more than 500,000 shares. In any calendar year, no participant
may be granted an incentive award (i) with reference to a specified dollar limit for more than $1.5
million and (ii) with reference to a specified number of shares of common stock for more than
500,000 shares. The maximum number of shares of common stock that may be issued pursuant to awards,
the per individual limits on awards and the terms of outstanding awards will be adjusted as is
equitably required in the event of corporate transactions and other appropriate events.
Any of the Companys employees or service providers, including any employee or service
provider for an Affiliate (as defined in the Incentive Plan), and any non-employee member of the
Board of Directors, is eligible to receive an award under the Incentive Plan. However, incentive
stock options may only be granted to employees of the Company or an Affiliate. The Compensation
Committee (the Committee) of the Board of Directors will administer the Incentive Plan. The
Committee has the authority to grant awards to such persons and upon such terms and conditions (not
inconsistent with the provisions of the Incentive Plan) as it may consider appropriate.
A copy of the Incentive Plan is filed herewith as Exhibit 10.1 and is incorporated herein by
reference.
On May 29, 2008, the Committee, following consultation with and approval of the Companys
Nominating and Corporate Governance Committee, granted 5,065 shares of restricted stock and options
to purchase 12,027 shares of the Companys common stock for $9.87 per share, the closing price of
the Companys common stock on May 29, 2008, to each of the Companys non-employee directors named
below:
David A. Cole
Patrick G. Dills
N. Colin Lind
Philip J. Mazzilli, Jr.
Steven P. Rosenberg
The shares of restricted stock were granted pursuant to the terms and conditions of the
Incentive Plan and the form Restricted Stock Agreement for Non-Employee Directors, which is
filed as Exhibit 10.2 hereto and incorporated herein by reference. The shares of restricted stock
will vest upon the earlier of (i) May 29, 2009, and (ii) the date of, and immediately prior to, the
Companys 2009 annual meeting of shareholders, provided the director has been continuously serving
as a member of the Board from the date of grant until the earlier of such times. In addition, the
shares will become 100% vested upon a change of control. Unvested shares of restricted stock will
be forfeited when a director leaves the Board.
The options are not considered incentive stock options for tax purposes and were granted
pursuant to the terms and conditions of the Incentive Plan and the form of Non-Qualified Stock
Option Agreement for Non-Employee Directors, which is filed as Exhibit 10.3 hereto and incorporated
herein by reference. The options vest in full upon the earlier of (i) May 29, 2009 and (ii) the
date of, and immediately prior to, the Companys 2009 annual meeting of shareholders, provided the
director has been continuously serving as a member of the Board from the date of grant until the
earlier of such times. In addition, the options will become 100% vested upon a change of control.
Unvested options are forfeited when a director leaves the Board. The options terminate on May 28,
2015, except that vested options held by a director who leaves the Board before a change of control
will terminate three years after termination of Board service, if such date occurs before May 28,
2015.
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Item 9.01. |
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Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed herewith:
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10.1 |
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PRG-Schultz International, Inc. 2008 Equity Incentive Plan |
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10.2 |
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Form of Restricted Stock Agreement for Non-Employee Directors |
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10.3 |
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Form of Non-Qualified Stock Option Agreement for Non-Employee Directors |
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.
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PRG-Schultz International, Inc.
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By: |
/s/ Victor A. Allums
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Victor A. Allums |
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Dated: June 4, 2008 |
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Senior Vice President, Secretary and General
Counsel |
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