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): July 30, 1998 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) 779-3900 (Former name or former address, if changed since last report) N/A 580518.1 ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S. On July 30, 1998, in connection with the acquisition of substantially all of the outstanding capital stock of Novexel S.A. ("Novexel"), a French company located in Lyon, France that provides consulting services in connection with grants to exploit technology, the Company issued 165,863 shares of its Common Stock to the former stockholders of Novexel 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. 580518.1 -2- 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: August 12, 1998 By: /s/ Donald E. Ellis, Jr. ------------------------- Donald E. Ellis, Jr., Senior Vice President, Chief Financial Officer and Treasurer 580518.1 -3-