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
Date of Report (Date of earliest event reported): April 21, 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 3.02 Unregistered Sales of Equity Securities.
As of April 25, 2006, since March 17, 2006, holders of the Company’s 9.0% Senior Series A Convertible Participating Preferred Stock (the “Series A Preferred”) have converted a total of 3,495 shares of the Series A Preferred into an aggregate of 1,476,637 shares of the Company’s common stock, as described in the table below.
Date of Conversion | Number of Shares of Series A Preferred Stock Converted | Number of Shares of Common Stock Issued Upon Conversion |
March 28, 2006 | 45 | 19,012 |
April 6, 2006 | 1,000 | 422,500 |
April 21, 2006 | 1,750 | 739,375 |
April 25, 2006 | 700 | 295,750 |
Total: | 3,495 | 1,476,637 |
The Series A Preferred Stock above was converted at the current conversion ratio under the terms of the Series A Preferred Stock, which is 422.5 shares of common stock per one share ($120 liquidation preference) of Series A Preferred. No fractional shares were issued.
The shares of common stock above were issued solely to holders of the Series A Preferred Stock upon conversion of the Series A Preferred Stock pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended. Section 3(a)(9) is available because the shares of common stock were exchanged by the Company with its existing security holders exclusively, and no commission or other remuneration was paid or given directly or indirectly for soliciting such an exchange.
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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: April 27, 2006 | By: /s/ Victor A. Allums |
Victor A. Allums | |
Senior Vice President |
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