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
June 30, 1999
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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 (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
Incorporation)
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)
Item 5. Other Events.
Item 6. Resignations of Registrant's Directors
On June 30, 1999, PRT Group Inc. (the "Registrant") announced that
Douglas K. Mellinger, Chairman and Chief Executive Officer of the
Registrant (i) resigned his positions as Chairman of the Board of Directors
(the "Board") and Chief Executive Officer of the Registrant, and all other
offices of the Registrant and its affiliates, and (ii) was appointed to the
newly created position of Non-Executive Chairman of the Board. Douglas
Mellinger will continue to serve as a director of the Company. The
Registrant further announced that Gregory S. Mellinger, former Chief
Operating Officer and current President of the Registrant's Professional
Services Group business unit resigned his positions as an officer and
director of the Registrant, and all other offices of the Registrant and its
affiliates. Each of Douglas Mellinger and Gregory Mellinger will remain
employees of the Registrant to consult with the senior management of
Registrant until October 1, 2000. Attached hereto as Exhibits 99.1 and 99.2
are the Agreements between the Registrant and each of Douglas Mellinger and
Gregory Mellinger with respect to the foregoing, each of which is
incorporated by reference herein, and the foregoing is qualified in its
entirety thereby.
The Registrant also announced that Dan S. Woodward, President
and Chief Operating Officer of the Registrant had been appointed Chief
Executive Officer of the Registrant. Attached hereto as Exhibit 99.3 is a
Press Release of the Registrant with respect to the foregoing, which Press
Release is incorporated by reference herein, and the foregoing is qualified
in its entirety thereby.
Also on June 30, 1999, the Registrant entered into a Nomination
Agreement with Douglas Mellinger, Gregory Mellinger and certain members of
the Mellinger family, pursuant to which the Mellinger family will have
certain rights to nominate up to three persons acceptable to the Board for
appointment and election to the Board, which shall include Douglas
Mellinger and initially include Ronald Weinberg. These nomination rights
will diminish to two and one nomination as the aggregate holdings of the
Mellinger family decrease, and such rights will terminate at the earlier to
occur of (i) such time as the Mellinger family collectively holds less than
10% of the outstanding common stock of the Registrant, and (ii) June 30,
2005, unless the Nomination Agreement is earlier terminated at any time at
the option of the Mellinger family. In addition, pursuant to the Nomination
Agreement, for so long as the Mellinger family shall have the above
described nomination rights, the Mellinger family has agreed to vote for
the slate of directors nominated by the Registrant. The Nomination
Agreement also contains certain preemptive rights. A copy of the Nomination
Agreement is attached hereto as Exhibit 99.4 and is incorporated by
reference herein, and the foregoing is qualified in its entirety thereby.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Agreement, by and between Douglas K. Mellinger and the
Registrant, dated as of June 30, 1999.
99.2 Agreement, by and between Gregory S. Mellinger and the
Registrant, dated as of June 30, 1999.
99.3 Press Release issued by the Company, dated June 30, 1999.
99.4 Nomination Agreement, by and among Douglas K. Mellinger,
Gregory S. Mellinger, certain members of the Mellinger family,
and the Registrant, dated as of June 30, 1999.
99.5 Resolution of the Board of Directors of the Registrant creating
the position of Non-Executive Chairman of the Board.
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: June 30, 1999 By: /s/ DAN S. WOODWARD
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Dan S. Woodward
President, Chief Executive Officer
and Chief Operating Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Agreement, by and between Douglas K. Mellinger and the
Registrant, dated as of June 30, 1999.
99.2 Agreement, by and between Gregory S. Mellinger and the
Registrant, dated as of June 30, 1999.
99.3 Press Release issued by the Company, dated June 30,
1999.
99.4 Nomination Agreement, by and among Douglas K. Mellinger,
Gregory S. Mellinger, certain members of the Mellinger
family, and the Registrant, dated as of June 30, 1999.
99.5 Resolution of the Board of Directors of the
Registrant creating the position of Non-Executive
Chairman of the Board.