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SECURITIES AND EXCHANGE COMMISION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 4, 1998
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Date of Report (Date of earliest event reported)
PRT GROUP INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23315 13-3914972
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
342 Madison Avenue, 11th Floor, New York, New York 10173
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(Address of Principal Executive Offices) (Zip Code)
(212) 922-0800
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Registrant's telephone number, including area code
Not Applicable
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(Former Name or Former Address, if Changes Since Last Report)
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ITEM 5. OTHER EVENTS.
The Board of Directors (the "Board") of PRT Group Inc. ("PRT") and the
Board's Compensation Committee, on May 4, 1998, cancelled each outstanding
option granted on February 6, 1998 to each employee below the Senior Vice
President level (each of which option had an exercise price equal to $20.00 per
share subject thereto) and regranted to each such employee options to purchase
an equal number of shares with an exercise price per share equal to the market
closing price per share on May 4, 1998 ($9.5625).
The regranted stock options have the same terms as the original
options, except that: (1) the exercise price of the regranted options will be
$9.5625; (2) regranted options will not become exercisable (except, in
certain cases, on an optionee's death, disability, or involuntary termination
other than for cause) prior to May 4, 1999; and (3) regranted options that were
not exercisable as of May 4, 1998 will become exercisable over a three-month
longer period than they would have absent the regranting.
In addition, all PRT Senior Vice Presidents and the Chief Financial
Officer were given the opportunity to cancel options granted on February 6,
1998, in exchange for new options to purchase an equal number of shares with an
exercise price equal to $13.00 per share subject to such option. These options
become exercisable: (1) in accordance with their original exercisability
schedule (except that the grant date is May 4, 1998); and (2) with respect to
fifty percent (50%) of the shares subject thereto when PRT's common stock has a
closing price on the NASDAQ equal to or greater than $20.00 per share for 20
consecutive days and with respect to the other fifty percent (50%) of the shares
subject thereto when PRT 's common stock has a closing price on the NASDAQ equal
to or greater than $25.00 per share for 20 consecutive days.
In view of the intensely competitive environment for obtaining and
retaining qualified employees in the technology sector and the benefits to
shareholders from having highly motivated employees, the reissuance was
implemented in order to retain and motivate employees.
PRT's Directors, the Chief Executive Officer, Chief Operating Officer
and President were not eligible to and did not participate in this program.
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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.
PRT GROUP INC.
Date: May 19, 1998 By: /s/ LOWELL W. ROBINSON
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Lowell W. Robinson
Executive Vice President,
Finance & Administration
and Chief Financial Officer