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): October 7, 1997
THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Commission File Number 0-28000
Georgia 58-2213805
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
2300 Windy Ridge Parkway
Suite 100 North
Atlanta, Georgia 30339-8426
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code
(770) 955-3815
(Former name or former address, if changed since last report)
N/A
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 7, 1997, The Profit Recovery Group International Group, Inc., a
Georgia corporation (the "Company"), and its wholly owned subsidiary, PRG France
S.A. ("PRG France"), acquired all of the outstanding capital stock of Financiere
Alma S.A., a French company, and substantially all of the outstanding capital
stock (98.3%) of Alma Intervention S.A., a French company, together with all of
the equity interests of the wholly-owned subsidiaries of Alma Intervention, S.A.
(collectively, "Alma"), pursuant to the terms of Share Purchase Agreements dated
October 7, 1997 by and among the Company, PRG France and the equity holders of
Alma. Alma is a recovery audit firm specializing in identifying and recovering
various French tax overpayments.
Pursuant to the Share Purchase Agreements, the total aggregate
consideration paid to the former equity holders of Alma consisted of $24.6
million in cash and 858,827 unregistered shares of the Company's Common Stock.
The consideration given to acquire the outstanding equity interests of Alma was
determined as a result of arm's length negotiations among unrelated parties, and
the acquisition will be accounted for using the purchase method of accounting.
The description of the acquisition contained herein is qualified in its
entirety by reference to the Agreements dated as of October 7, 1997 by and among
the Company and the equity holders of Alma attached hereto as Exhibits 2.1, 2.2,
2.3, 2.4, 2.5, 2.6, 2.7 and 2.8 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
As of the date of filing this Current Report on Form 8-K, it is
impracticable for the Company to provide the financial statements required by
Item 7(a) of Form 8-K. In accordance with Item 7(a)(4) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
December 22, 1997.
(b) Pro Forma Financial Information.
As of the date of filing this Current Report on Form 8-K, it is
impracticable for the Company to provide the pro forma financial information
required by Item 7(b) of Form 8-K. In accordance with Item 7(a)(4) of Form 8-K,
such financial information shall be filed by amendment to this Form 8-K no later
than December 22, 1997.
481577.3
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(c) Exhibits.
Exhibit
Number Description
2.1(a)* Share Purchase Agreement dated as of October 7, 1997 among the
Company, PRG France and certain individual Stockholders of Alma
Intervention S.A.
2.1(b)* Share Purchase Agreement dated as of October 7, 1997 among the
Company, PRG France and certain individual Stockholders of Alma
Intervention S.A.
2.2* Share Purchase Agreement dated as of October 7, 1997 among the
Company, PRG France and Epargne Capitalisation Intermediaire and
Epargne Developpement.
2.3* Share Purchase Agreement dated as of October 7, 1997 among the
Company, PRG France and Sophie Davet.
2.4* Share Purchase Agreement dated as of October 7, 1997 among the
Company, PRG France and Marc Eisenberg and Eric Eisenberg.
2.5* Share Purchase Agreement dated as of October 7, 1997 among the
Company, PRG France and Banque Internationale a Luxembourg S.A. for
share capital of Financiere Alma S.A. and Alma Intervention S.A.
2.6* Share Purchase Agreement dated as of October 7, 1997 among the
Company, PRG France and Banque Internationale a Luxembourg S.A. for
share capital of Alma Intervention S.A.
2.7* Warranty Agreement dated as of October 7, 1997 among the Company, PRG
France, Marc Eisenberg and Eric Eisenberg.
2.8* Indemnity Escrow and Stock Pledge Agreement dated as of October 7,
1997 among the Company, PRG France, Marc Eisenberg, Eric Eisenberg,
Banque Internationale a Luxembourg S.A. and Arnall Golden & Gregory,
LLP.
____________________
* In accordance with Item 601(b)(2) of Regulation S-K, the schedules have
been omitted and a list briefly describing the schedules is contained at the end
of the Exhibit. The Company will furnish supplementally a copy of any omitted
schedule to the Commission upon request.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On October 7, 1997, in connection with the acquisition of substantially all
of the outstanding capital stock of Alma, the Company issued 858,827 shares of
its Common Stock to the former stockholders of Alma as part of the consideration
of the acquisition price. The shares were sold outside the United States in
reliance on multiple exemptions from registration including, without limitation,
Regulation S under the Securities Act of 1933, as amended.
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SIGNATURE
Pursuant to the requirements 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.
THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.
Date: October 22, 1997 By: /s/ Donald E. Ellis, Jr.
_______________________________
Donald E. Ellis, Jr., Senior
Vice President, Chief Financial
Officer and Treasurer
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