-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A5kZUXvRB0BhrK91G1WGBSR4EIZ7NOLEO+VV06R6vOV8XnGHCc8cgyaxAwUKDv9b jHbS1l39M6gQVWdelLEc3g== 0000914062-02-000618.txt : 20020904 0000914062-02-000618.hdr.sgml : 20020904 20020904165353 ACCESSION NUMBER: 0000914062-02-000618 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020829 ITEM INFORMATION: Other events FILED AS OF DATE: 20020904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRG SCHULTZ INTERNATIONAL INC CENTRAL INDEX KEY: 0001007330 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 582213805 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 02756729 BUSINESS ADDRESS: STREET 1: 2300 WINDY RIDGE PKWY STREET 2: STE 100 N CITY: ATLANTA STATE: GA ZIP: 30339-8426 BUSINESS PHONE: 7707793900 MAIL ADDRESS: STREET 1: 2300 WINDY RIDGE PKWY STREET 2: STE 100 NORTH CITY: ATLANTA STATE: GA ZIP: 30339-8426 FORMER COMPANY: FORMER CONFORMED NAME: PROFIT RECOVERY GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19960207 8-K 1 prg8k902.txt FORM 8-K UNITED STATES 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 29, 2002 PRG-SCHULTZ INTERNATIONAL, INC. (Exact name of registrant as specified in charter) Commission File Number: 000-28000 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) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On August 29, 2002, John M. Cook, the Chairman of the Board of Directors and Chief Executive Officer of PRG-Schultz International, Inc. ("PRG-Schultz"), entered into a Rule 10b5-1 compliant trading plan with Merrill Lynch, Pierce, Fenner & Smith Incorporated to sell up to 750,000 shares of the common stock of PRG-Schultz currently owned by Mr. Cook. The sales are to be made pursuant to specified criteria, with no more than 150,000 shares to be sold per calendar quarter, beginning with the third calendar quarter of 2002 and ending with the third calendar quarter of 2003; provided that any shares not sold during a calendar quarter may be carried forward to a later calendar quarter, subject to the outside plan termination date of September 30, 2003. The PRG-Schultz Board of Directors has approved an exception to the Company's insider trading policy that will allow trades under the plan to take place during normal blackout periods. Rule 10b5-1, promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), provides certain defenses to actions under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder for transactions conducted pursuant to written trading plans that satisfy the conditions of the Rule. Depending upon prevailing market conditions and other factors, there is no guarantee that all authorized shares will be sold pursuant to the plan. 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. PRG-SCHULTZ INTERNATIONAL, INC. Date: September 4, 2002 By: /s/ Clinton McKellar, Jr. ---------------------------------------- Clinton McKellar, Jr. Senior Vice President, General Counsel and Secretary 3 1505460v2 -----END PRIVACY-ENHANCED MESSAGE-----