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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 21, 2004
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PRG-SCHULTZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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GEORGIA 000-28000 58-2213805
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) 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
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(Former name or former address, if changed since last report)
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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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The information provided pursuant to this Item 2.02 is to be considered "filed"
under the Securities Exchange Act of 1934 ("Exchange Act") and incorporated by
reference into those filings of PRG-Schultz International, Inc. ("PRG-Schultz")
that provide for the incorporation of all reports and documents filed by
PRG-Schultz under the Exchange Act.
On October 21, 2004, PRG-Schultz issued a press release announcing its results
for the quarter ended September 30, 2004. PRG-Schultz hereby incorporates by
reference herein the information set forth in its Press Release dated October
21, 2004, a copy of which is attached hereto as Exhibit 99.1. Except as
otherwise provided in the press release, the press release speaks only as of the
date of such press release and such press release shall not create any
implication that the affairs of PRG-Schultz have continued unchanged since such
date.
Except for the historical information contained in this report, the statements
made by PRG-Schultz are forward-looking statements that involve risks and
uncertainties. All such statements are subject to the safe harbor created by the
Private Securities Litigation Reform Act of 1995. PRG-Schultz's future financial
performance could differ significantly from the expectations of management and
from results expressed or implied in the Press Release. See the risk factors
contained in the Press Release for a discussion of certain risks and
uncertainties that may impact such forward looking statements. For further
information on other risk factors, please refer to the "Risk Factors" contained
in PRG-Schultz's Form 10-K filed March 5, 2004 with the Securities and Exchange
Commission. PRG-Schultz disclaims any obligation or duty to update or modify
these forward-looking statements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
N/A
(b) Pro Forma Financial Information.
N/A
(c) Exhibits.
Exhibit Number Description
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99.1* Press Release dated October 21, 2004
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* This exhibit is filed, not furnished.
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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: October 21, 2004 By: /s/ Clinton McKellar, Jr.
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Clinton McKellar, Jr.
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit Number Description
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99.1* Press Release dated October 21, 2004
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* This exhibit is filed, not furnished.
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