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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): November 7, 2005
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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
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (770) 779-3900
N/A
(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 7, 2005, PRG-Schultz International, Inc. (the "Company") amended its
Shareholder Protection Rights Agreement with Wachovia Bank, National
Association, as Rights Agent, dated as of August 9, 2000, as amended on May 15,
2002 and August 16, 2002, to reflect the addition of a new clause (v) to the
definition of "Acquiring Person" contained in the Agreement.
The new clause (v) provides, subject to certain specified criteria, that members
of the Ad Hoc Committee of the Company's 4 3/4% Convertible Subordinated Note
holders who may be deemed to be Acquiring Persons solely due to their membership
on or participation in the activity of the Ad Hoc Committee shall be not be
deemed to be Acquiring Persons under the Agreement. As a result, such
activities, in and of themselves, will not trigger the provisions of the
Agreement. The new clause (v) expires upon the dissolution of the Ad Hoc
Committee. See Exhibit 4.1 hereto, the contents of which are incorporated by
reference herein. The Rights Agent also serves as the Transfer Agent for the
Company's Common Stock.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
Please see the disclosure set forth under Item 1.01, which is incorporated by
reference into this Item 3.03.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit Number Description
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4.1 Third amendment to Shareholder Protection Rights
Agreement, dated as of November 7, 2005, between
Registrant and Rights Agent.
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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: November 11, 2005 By: /s/ C. 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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4.1 Third amendment to Shareholder Protection Rights
Agreement, dated as of November 7, 2005, between
Registrant and Rights Agent.
4