-----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, Sd+Pt+peVRqixVS3hmCRypmYRweVxucrymZQy325Ftj7vkAzzD7rv/o1SycuEr4N mlqO/+tIC/kolLY7e1Rg0A== 0000914062-05-000153.txt : 20050401 0000914062-05-000153.hdr.sgml : 20050401 20050401145632 ACCESSION NUMBER: 0000914062-05-000153 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050328 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050401 DATE AS OF CHANGE: 20050401 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: 05725001 BUSINESS ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 BUSINESS PHONE: 7707793311 MAIL ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 FORMER COMPANY: FORMER CONFORMED NAME: PROFIT RECOVERY GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19960207 8-K 1 prg8k32805.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): MARCH 28, 2005 ----------------------- PRG-SCHULTZ INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) -------------------------
GEORGIA 000-28000 58-2213805 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.)
600 GALLERIA PARKWAY, SUITE 100, ATLANTA, GEORGIA 30339-5949 (Address of principal executive office) (zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 779-3900 ------------------------------------------------------------- (Former name or former address, if changed since last report) ------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On March 29, 2005, PRG-Schultz International, Inc. (the "Company") announced that the Centers for Medicare & Medicaid Services (CMS), the federal agency that administers the Medicare Program, had awarded the Company a three-year contract to provide recovery audit services for the State of California's Medicare spending. CMS signed the contract on March 28, 2005. To fully address the range of payment recovery opportunities, the Company has sub-contracted with Concentra Preferred Systems (the "Subcontractor"), the nation's largest provider of specialized cost containment services for the healthcare industry, which will add its clinical experience to the Company's expertise in recovery audit services. The contract was awarded as part of a pilot program by CMS to identify underpayments or overpayments and recover overpayments under the Medicare Program through the use of recovery auditing. CMS is using this pilot program to evaluate the use of recovery audit services. The period of performance for the contract runs from March 2005 through March 2008. All payments made under the contract will be paid on a contingency basis. The contingency fees are to be paid once the Company and/or Subcontractor collects the Medicare overpayments on behalf of CMS. The Company and/or Subcontractor will not receive any payments for identification of the underpayments or overpayments. The Company will receive specified percentages of the amounts that are collected on behalf of CMS, depending on the nature of the recovery efforts undertaken and the parties involved, less any amounts due to the Subcontractor. CMS may terminate the contract in whole or, from time to time, in part, if CMS determines that a termination is in CMS's interest or the Company defaults in performing the contract and fails to cure the default within 10 days (unless extended by CMS) after receiving a notice specifying the default. "Default" includes failure to make progress in the work so as to endanger performance. Except as disclosed herein, there are no material relationships between the Company and its affiliates and CMS. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. N/A (b) Pro Forma Financial Information. N/A (c) Exhibits. Exhibit Number Description 99.1 Press Release dated March 29, 2005 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, PRG-Schultz International, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PRG-SCHULTZ INTERNATIONAL, INC. Date: April 1, 2005 By: /s/ C. McKellar, Jr. ------------------------- Clinton McKellar, Jr. General Counsel and Secretary 3 EXHIBIT INDEX Exhibit Number Description 99.1 Press Release dated March 29, 2005 4 EX-99.1 2 prg8k32805ex99.txt PRESS RELEASE EXHIBIT 99.1 PRG-SCHULTZ AWARDED THREE YEAR RECOVERY AUDIT CONTRACT FOR STATE OF CALIFORNIA MEDICARE CMS Launches Pilot Program for Recovery Auditing; Adopts Fortune 500 Corporate Best Practice to Identify and Recover Overpayments ATLANTA--(BUSINESS WIRE)--March 29, 2005--PRG-Schultz International, Inc. (PRG) (Nasdaq: PRGX), the world's largest recovery audit firm, announced today that the Centers for Medicare & Medicaid Services (CMS), the federal agency that administers the Medicare program, has awarded the company a contract to provide recovery audit services for the State of California's Medicare spending. California spends over $23 billion on Medicare disbursements annually. The three year contract was effective on March 28, 2005. To fully address the range of payment recovery opportunities, PRG has sub-contracted with Concentra Preferred Systems, the nation's largest provider of specialized cost containment services for the healthcare industry, which will add its clinical experience to PRG's expertise in recovery audit services. The contract was awarded as part of a pilot program by CMS to recover overpayments on behalf of taxpayers through the use of recovery auditing. The Administration has made the elimination of improper payments a focus of the President's Management Agenda. A January 25, 2005 report by the Office of Management and Budget, Improving the Accuracy and Integrity of Federal Payments, identified $21.7 billion in annual improper Medicare payments, 48.1 percent of the $45.1 billion reported for all Federal programs. Medicare is the second largest Federal benefit program and represents over $250 billion in annual benefit outlays. Combined with Medicaid, the two programs constitute the largest single purchaser of healthcare in the world and 33 cents of every dollar of healthcare spent in the United States. A provision in the Medicare Prescription Drug Improvement, and Modernization Act of 2003 (MMA, P.L. 108-173) required the Department of Health and Human Services (HHS) to conduct a demonstration project to evaluate the use of recovery audit contractors in identifying Medicare underpayments and overpayments and to recoup overpayments. The section allows HHS to pay the recovery audit contractors on a contingency basis. "In view of the documented rate of payment errors in Medicare spending, we believe that Medicare is the largest single recovery audit opportunity in the history of PRG. We are confident that CMS will see positive results from its pilot program," said John Cook, Chairman and Chief Executive Officer of PRG. Mr. Cook added, "This contract award solidifies PRG's presence in the growing healthcare recovery audit sector and expands the work we do with the Federal Government. We have been working with our partners in many Federal and State agencies on a broad range of recovery audit and transaction assurance initiatives to reduce overpayments. The award of the Medicare contract will further allow us to assist the Government in controlling this spending for the benefit of the American taxpayer. CMS has been working hard to identify and remediate overpayments and we are pleased to see that CMS is embracing a proven practice used by most of the Fortune 500 and an increasing number of government entities. Today's contract award positions PRG for further participation in this major initiative." 5 About PRG-Schultz International, Inc. Headquartered in Atlanta, PRG-Schultz International, Inc. (PRG) is the world's leading profit improvement firm. PRG employs approximately 2,800 employees, providing clients in over 40 countries with insightful value to optimize and expertly manage their business transactions. Using proprietary software and expert audit methodologies, PRG industry specialists review client purchases and payment information to identify and recover overpayments. Forward Looking Statements Statements made in this news release that look forward in time, including statements regarding the anticipated success of the CMS pilot program, the extension of the program or the company's further participation in the CMS initiative, involve risks and uncertainties and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such risks and uncertainties include the following: we will be required to expend substantial resources to prepare for and perform the CMS audit and there is no guaranty that actual revenues will justify the required expenditures; until the CMS pilot program is well underway, there will be no way to accurately predict the level of recoveries that will be achieved, and there is no guaranty that the level of recoveries will be significant; even if CMS deems the pilot program sufficiently successful to justify further ventures, there is no guaranty that it, or any other medical claims client, will award future contracts to the company. For additional risk factors concerning the company's business, please refer to our Securities and Exchange Commission filings, including our Form 10-K as filed with the Securities and Exchange Commission on March 16, 2005. The company disclaims any obligation or duty to update or modify these forward-looking statements. CONTACT: PRG-Schultz International, Inc., Atlanta James E. Moylan, Jr., 770/779-6605 SOURCE: PRG-Schultz International, Inc. 6 -----END PRIVACY-ENHANCED MESSAGE-----