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): August 19, 1999
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
incorporation) No.)
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
878614v2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 19, 1999, The Profit Recovery Group International, Inc., a
Georgia corporation (the "Company"), acquired all of the outstanding capital
stock and other equity interests of Meridian VAT Corporation Limited, an Irish
company ("Meridian"), pursuant to the terms of a Share Purchase Agreement (the
"Agreement") dated August 19, 1999 by and among the Company, all equity holders
of Meridian (the "Vendors") and Mr. Nathan Kirsch. Meridian specializes in the
recovery of value-added taxes paid on business expenses for corporate clients
and is the largest provider of business VAT reclaim worldwide.
Pursuant to the Agreement, the total aggregate consideration paid to
the former equity holders of Meridian consisted of 6,114,375 shares of the
Company's common stock. The consideration given to acquire the outstanding
equity interests of Meridian was determined as a result of arm's length
negotiations among unrelated parties, and the acquisition will be accounted for
as a pooling of interests.
The description of the acquisition contained herein is qualified in its
entirety by reference to the Agreement dated August 19, 1999 by and among the
Company, the Vendors and Mr. Nathan Kirsh attached hereto as Exhibit 2.1 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
2.1* Share Purchase Agreement dated as of August 19, 1999 among the
Company, the Vendors and Mr. Nathan Kirsh.
4.1 Registration Rights Agreement among the Company and the Vendors dated
August 19, 1999.
99.1 The Profit Recovery Group International, Inc. Press Release dated
August 19, 1999.
* 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.
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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: September 2, 1999 By: /s/ Scott L. Colabuono
--------------------------------------
Scott L. Colabuono
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
2.1* Share Purchase Agreement dated as of August 19, 1999 among the
Company, the Vendors and Mr. Nathan Kirsh.
4.1 Registration Rights Agreement among the Company and the Vendors dated
August 19, 1999.
99.1 The Profit Recovery Group International, Inc. Press Release dated
August 19, 1999.
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* 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.