-----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, DrVuar5mMmwjToYECtCFYb3l2f3jI70rlST8HM7GeTXxxdbjzx/tDBQnWgFVm4pi YO4c3F+TQyvA8kgsZuBI3w== 0000914062-06-000520.txt : 20060927 0000914062-06-000520.hdr.sgml : 20060927 20060927152343 ACCESSION NUMBER: 0000914062-06-000520 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060921 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060927 DATE AS OF CHANGE: 20060927 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: 061111107 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 prg8k92106.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): SEPTEMBER 21, 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. On September 21, 2006, the Compensation Committee of PRG-Schultz International, Inc. (the "Company"), following consultation with and approval of the Nominating and Corporate Governance Committee of the Company, granted options to purchase 29,000 shares of the Company's common stock for $6.29 per share, the closing price on September 21, 2006, to each of the Company's non-employee directors named below: David A. Cole Eugene I. Davis Patrick G. Dills N. Colin Lind Philip J. Mazzilli, Jr. Steven P. Rosenberg The options are not considered incentive stock options for tax purposes and were granted pursuant to the terms and conditions of the Company's Stock Incentive Plan and the form of Non-Employee Director Stock Option Agreement (the "Agreement") which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The options vest in three equal installments on each of March 30, 2007, March 30, 2008 and March 30, 2009, subject to acceleration upon a change of control as described in the Agreement. Unvested options are forfeited when a director leaves the board. The options terminate on September 21, 2013, except that options held by a director who leaves the board before a change of control will terminate three years after termination of board service, if such date occurs before September 21, 2013. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 10.1 Form of Non-Employee Director Stock Option Agreement 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: September 27, 2006 By: /s/ Victor A. Allums ----------------------------------- Victor A. Allums Senior Vice President, Secretary and General Counsel 3 EX-10.1 2 prg8k92106ex10.txt STOCK OPTION AGREEMENT EXHIBIT 10.1 YOUR NAME: ______________________ TOTAL NO. OF OPTIONS: ______________________ PRG-SCHULTZ NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS PRG-SCHULTZ INTERNATIONAL, INC. ("PRG-Schultz") is pleased to grant to the person signing below ("you" or "Optionee") the nonqualified stock option described below under the PRG-Schultz Stock Incentive Plan (the "Plan"). For tax law purposes, this Option shall be treated as a Non-Qualified Stock Option. This Option is not intended to be and shall not be treated as an Incentive Stock Option for tax law purposes. GRANT DATE: ------------------------------ EXERCISE PRICE PER SHARE: $ ------------------------------ OPTION EXPIRATION DATE: ------------------------------ START DATE FOR VESTING SCHEDULE: ------------------------------ VESTING SCHEDULE: Subject to the Plan and this Agreement, this Option may be exercised in whole or in part, before the Option Expiration Date, in accordance with the following schedule: CUMULATIVE AMOUNT OF SHARES ON OR AFTER PURCHASABLE UPON EXERCISE OF OPTION --------------------------- --------------------------------------- --------------------------- --------------------------------------- --------------------------- --------------------------------------- THE FOLLOWING DOCUMENTS ARE INCORPORATED IN THIS AGREEMENT BY REFERENCE AND CONTAIN IMPORTANT INFORMATION ABOUT YOUR OPTIONS. COPIES OF THESE DOCUMENTS ARE BEING PROVIDED TO YOU CONCURRENTLY WITH THIS STOCK OPTION AGREEMENT. PLEASE REVIEW CAREFULLY AND CONTACT PRG-SCHULTZ HUMAN RESOURCES IF YOU HAVE ANY QUESTIONS: Additional Terms and Conditions describes how to exercise your Option, what happens if you cease to serve as a director of PRG-Schultz before you exercise your Option and where to send notices; The Plan contains the detailed terms that govern your Option. If anything in this Agreement or the other attachments is inconsistent with the Plan, the terms of the Plan, as amended from time to time, will control; Plan Prospectus Document covering the Options contains important information; and 200__ Annual Report of PRG-Schultz. PLEASE SIGN BELOW TO SHOW THAT YOU ACCEPT THESE OPTIONS, KEEP A COPY AND RETURN BOTH ORIGINALS TO PRG-SCHULTZ HUMAN RESOURCES. OPTIONEE: PRG-SCHULTZ INTERNATIONAL, INC. _____________________________________ By: _____________________________ Print Your Name: ____________________ Name: ___________________________ Your Residence Address: _____________ Its: ____________________________ _____________________________________ ADDITIONAL TERMS AND CONDITIONS OF YOUR OPTION HOW TO EXERCISE YOUR OPTION o The Plan is administered by a Stock Option Plan Administrator in the Finance Department in the Atlanta office. The Administrator is responsible for assisting you in the exercise of your option and maintaining the records of the Plan. He may be reached at (770) 779-6554 or 3037. If you have questions about your options, how you go about exercising your options or how the Plan works, please contact the Administrator during normal business hours. EFFECT OF TERMINATION OF BOARD SERVICE. o Termination of Board Service for Any Reason. Except as set forth below regarding a "Change in Control," if your Board service terminates for any reason, you (or your estate) can exercise any portion of your vested Options at any time until the earlier of (a) three (3) years after the date of termination of your board service or (b) the Option Expiration Date. After such earlier date, the unexercised Options shall terminate. Except as set forth below regarding a "Change in Control," all of your unvested Options will terminate immediately following the termination of your Board service for any reason. o Change in Control. Upon the occurrence of a Change in Control, as such term is defined in the Company's Amended and Restated 2006 Management Incentive Plan, as in effect on the date hereof, all of your unvested Options shall immediately vest, and all of your outstanding Options shall remain exercisable until the Option Expiration Date, regardless of whether or not your Board service shall terminate for any reason. NOTICES. All notices pursuant to this Agreement will be in writing and either (i) delivered by hand, (ii) mailed by United States certified mail, return receipt requested, postage prepaid, or (iii) sent by an internationally recognized courier which maintains evidence of delivery and receipt. All notices or other communications will be directed to the following addresses (or to such other addresses as either of us may designate by notice to the other): To the Company: PRG-Schultz International, Inc. 600 Galleria Parkway, Suite 100 Atlanta, GA 30339 Attention: Senior Vice President, Human Resources To you: The address set forth on page 1 MISCELLANEOUS. Failure by you or PRG-Schultz at any time or times to require performance by the other of any provisions in this Agreement will not affect the right to enforce those provisions. Any waiver by you or PRG-Schultz of any condition or the breach of any term or provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall apply only to that instance and will not be deemed to waive conditions or breaches in the future. If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and this Agreement shall be deemed to be amended automatically to exclude the offending provision. This Agreement may be executed in multiple copies and each executed copy shall be an original of this AGREEMENT. This Agreement shall be subject to and governed by the laws of the State of Georgia. No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought. This Agreement shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, executors and legal representatives of the parties hereto. The headings of each Section of this Agreement are for convenience only. This Agreement and the Plan contain the entire agreement of the parties hereto and no representation, inducement, promise, or agreement or otherwise between the parties not embodied herein shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein. 2 -----END PRIVACY-ENHANCED MESSAGE-----