-----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, NhI2Yjlp3ZgY9oalWMfBkG7g9jS/8hJRi9y7ronX6zxfaicexyeiSeZmOVHVkCuH h1Qih82uv+UHl30A88h41Q== 0000914062-06-000191.txt : 20060322 0000914062-06-000191.hdr.sgml : 20060322 20060322165029 ACCESSION NUMBER: 0000914062-06-000191 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060316 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060322 DATE AS OF CHANGE: 20060322 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: 06704219 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 prg8k31606.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 16, 2006 ----------------------- 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. Amendments to Separation Agreements with Messrs. Cook and Toma On March 16, 2006, the Company entered into a First Amendment to Separation and Release Agreement with each of John M. Cook and John M. Toma (the "Amendments"). Negotiation of the Amendments was a condition precedent to the closing of the Company's exchange offer restructuring its bondholder debt and entry into the Company's replacement credit facility, both of which took place on March 17, 2006. The Amendments provide as follows: 1. Mr. Cook's termination payments, in the total amount of $5,512,423.00, will be payable in monthly installments, commencing April 1, 2006, as follows: Payment No. Amount Per Payment 1 $275,620.96 2-58 $91,873.72 Total $5,512,423.00 Mr. Cook's Separation and Release Agreement dated August 2, 2005, originally provided for termination payments of $5,512,423.14, payable bi-weekly over a 3-year period. The Company will pay all applicable payroll taxes and national health insurance taxes accruing with respect to Mr. Cook's termination payments. 2. Mr. Toma's termination payments, in the total amount of $1,502.304.00, will be payable in monthly installments, commencing April 1, 2006, as follows: Payment No. Amount Per Payment 1 $93,894.00 2-46 $31,298.00 Total $1,502,304.00 ============= Mr. Toma's Separation and Release Agreement dated August 2, 2005, originally provided for termination payments of $1,502,304.08, payable bi-weekly over a 2-year period. The Company will pay all applicable payroll taxes and national health insurance taxes accruing with respect to Mr. Toma's termination payments. 3. The Company is obligated to pay, on April 1, 2006, $150,000, in the aggregate, to CT Investments, LLC to defray the fees and expenses incurred by Messrs. Cook and Toma for legal and financial advice related to the negotiation of the Amendments. Messrs. Cook and Toma have no material relationships with the Company or any of its affiliates, other than as holders of Company's securities and former directors and officers of the Company, and as previously disclosed in the Company's periodic reports on file with the U.S. Securities and Exchange Commission. 2 SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS. ITEM 9.01(D) EXHIBITS. Exhibit Number Description - ------- ----------- 99.1 First Amendment to Separation and Release Agreement with John M. Cook dated March 16, 2006 99.2 First Amendment to Separation and Release Agreement with John M. Toma dated March 16, 2006 3 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: March 22, 2006 By: /s/ C. McKellar, Jr. -------------------------------------- Clinton McKellar, Jr. General Counsel and Secretary 4 EX-99.1 2 prg8k31606ex991.txt FIRST AMENDMENT EXHIBIT 99.1 FIRST AMENDMENT TO SEPARATION AND RELEASE AGREEMENT THIS FIRST AMENDMENT TO SEPARATION AND RELEASE AGREEMENT (this "Amendment") is made and entered into as of March 16, 2006, between PRG-Schultz USA, Inc., a Georgia corporation (the "Company"), and John M. Cook, a resident of the State of Georgia ("Executive"). WHEREAS, the Company and Executive entered into a Separation and Release Agreement dated as of August 2, 2005 (the "Separation Agreement") setting forth, inter alia, the terms under which Executive separated from the Company. WHEREAS, as a condition precedent to the Company's restructuring of its bondholder debt and its bank debt, the Company is obligated to secure the Amendment of Executive's Separation Agreement as hereinbelow provided (without which Amendment the same corporate restructuring will not proceed). WHEREAS, each of the Company and Executive desire to amend the Separation Agreement as hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendment. Section 5(b)(II)(A) is hereby amended by deleting Section 5(b)(II)(A) in its entirety and by substituting in lieu thereof the following: "(A) in monthly installments, commencing April 1, 2006, the following payments: Payment No. Amount Per Payment 1 $275,620.96 2-58 $91,873.72 Total $5,512,423.00 ============= The Company shall pay all applicable payroll taxes and national health insurance taxes accruing with respect to the payments under this Section." 2. Fees and Expenses. On April 1, 2006, the Company shall pay the fixed sum of $150,000 to CT Investments, LLC to defray the fees and expenses of Executive's legal counsel and financial advisor incurred in connection with the multiple months of negotiations leading up to and including this Amendment; provided, however, that the aggregate amount of fees and expenses payable pursuant to this Section 2 and pursuant to Section 2 of that certain Amendment to Separation and Release Agreement, dated as of March 16, 2006, between the Company and John M. Toma shall be collectively fixed at $150,000. 3. Certain Definitions. Capitalized terms used without definition in this Amendment have the meanings set forth in the Separation Agreement (as amended hereby). 4. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which will constitute one and the same instrument, and the signature of any party to any counterpart shall be deemed a signature to, and maybe appended to, any other counterpart. 5. Effect; Governing Law. Except as specifically amended by this Amendment, the Separation Agreement shall remain in full force and effect. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns. This Amendment shall be governed by and construed in accordance with the laws of the State of Georgia (without regard to the conflicts-of-law principles thereof). * * * * * IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. PRG-SCHULTZ USA, INC. By: /s/ James B. McCurry ------------------------------------- Name: James B. McCurry ------------------------------------- Title: President and Chief Executive Officer ------------------------------------- EXECUTIVE: /s/ John M. Cook ------------------------------------- John M. Cook EX-99.2 3 prg8k31606ex992.txt FIRST AMENDMENT EXHIBIT 99.2 FIRST AMENDMENT TO SEPARATION AND RELEASE AGREEMENT THIS FIRST AMENDMENT TO SEPARATION AND RELEASE AGREEMENT (this "Amendment") is made and entered into as of March 16, 2006, between PRG-Schultz USA, Inc., a Georgia corporation (the "Company"), and John M. Toma, a resident of the State of Georgia ("Executive"). WHEREAS, the Company and Executive entered into a Separation and Release Agreement dated as of August 2, 2005 (the "Separation Agreement") setting forth, inter alia, the terms under which Executive separated from the Company. WHEREAS, as a condition precedent to the Company's restructuring of its bondholder debt and its bank debt, the Company is obligated to secure the Amendment of Executive's Separation Agreement as hereinbelow provided (without which Amendment the said corporate restructuring will not proceed). WHEREAS, each of the Company and Executive desire to amend the Separation Agreement as hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendment. Section 5(b)(IV)(A) is hereby amended by deleting Section 5(b)(IV)(A) in its entirety and by substituting in lieu thereof the following: "(A) in monthly installments, commencing April 1, 2006, the following payments: Payment No. Amount Per Payment 1 $93,894.00 2-46 $31,298.00 Total $1,502,304.00 ============ The Company shall pay all applicable payroll taxes and national health insurance taxes accruing with respect to the payments under this Section." 2. Fees and Expenses. On April 1, 2006, the Company shall pay the fixed sum of $150,000 to CT Investments, LLC to defray fees and expenses of Executive's legal counsel and financial advisor incurred in connection with the multiple months of negotiations leading up to and including this Amendment; provided, however, that the aggregate amount of fees and expenses payable pursuant to this Section 2 and pursuant to Section 2 of that certain Amendment to Separation and Release Agreement, dated as of March 16, 2006, between the Company and John M. Cook shall be collectively fixed at $150,000. 3. Certain Definitions. Capitalized terms used without definition in this Amendment have the meanings set forth in the Separation Agreement (as amended hereby). 4. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which will constitute one and the same instrument, and the signature of any party to any counterpart shall be deemed a signature to, and maybe appended to, any other counterpart. 5. Effect; Governing Law. Except as specifically amended by this Amendment, the Separation Agreement shall remain in full force and effect. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns. This Amendment shall be governed by and construed in accordance with the laws of the State of Georgia (without regard to the conflicts-of-law principles thereof). * * * * * IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. PRG-SCHULTZ USA, INC. By: /s/ James B. McCurry ------------------------------------- Name: James B. McCurry ------------------------------------- Title: President and Chief Executive Officer ------------------------------------- EXECUTIVE: /s/ John M. Toma ------------------------------------- John M. Toma -----END PRIVACY-ENHANCED MESSAGE-----