-----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, JmeVN8dolQ4XpsvU24sxlw4sBKF76fT9S/TUiSxb682IxPvQcg1reRtZOE2xDzg7 RemJGHy7ak9QFfAY1nHT8Q== 0000950123-10-017159.txt : 20100225 0000950123-10-017159.hdr.sgml : 20100225 20100225171832 ACCESSION NUMBER: 0000950123-10-017159 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100225 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100225 DATE AS OF CHANGE: 20100225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRGX GLOBAL, 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: 10634687 BUSINESS ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 BUSINESS PHONE: 7707796610 MAIL ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 FORMER COMPANY: FORMER CONFORMED NAME: PRG-SCHULTZ INTERNATIONAL, INC. DATE OF NAME CHANGE: 20080327 FORMER COMPANY: FORMER CONFORMED NAME: PRG SCHULTZ INTERNATIONAL INC DATE OF NAME CHANGE: 20020125 FORMER COMPANY: FORMER CONFORMED NAME: PROFIT RECOVERY GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19960207 8-K 1 g22283e8vk.htm FORM 8-K e8vk
 
 
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
February 25, 2010
Date of Report (Date of earliest event reported)
PRGX Global, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
     
0-28000   58-2213805
     
(Commission File Number)   (IRS Employer Identification No.)
     
600 Galleria Parkway, Suite 100, Atlanta, Georgia   30339-5949
     
(Address of Principal Executive Offices)   (Zip Code)
770-779-3900
 
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
 
(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):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o 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 February 25, 2010, PRGX UK Ltd. (“PRGX UK”), a wholly owned subsidiary of PRGX Global, Inc. (“PRGX”), entered into a Share Purchase Agreement, pursuant to which PRGX UK acquired all of the issued and outstanding capital stock of Etesius Limited (“Etesius”), a privately-held provider of purchasing and payables technologies and spend analytics services based in Chelmsford, United Kingdom. The consideration payable to the shareholders of Etesius is an initial payment of $2.8 million, with an additional $1.2 million to be paid over four years after the closing date. The Etesius shareholders may also receive up to an aggregate of $3.8 million in additional deferred consideration over that four-year period depending on the future performance of certain segments of PRGX service lines.
     Also, on February 25, 2010, PRGX issued a press release in connection with the Etesius acquisition, a copy of which is furnished herewith as Exhibit 99.1.
Item 9.01.   Financial Statements and Exhibits
             
(d)   Exhibits
 
           
    The following exhibit is filed herewith:
 
           
 
    99.1     Press Release dated February 25, 2010

 


 

SIGNATURES
     Pursuant to the requirements of Section 12 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.
         
  PRGX Global, Inc.
 
 
  By:   /s/ Victor A. Allums    
    Victor A. Allums   
    Senior Vice President, Secretary and
General Counsel 
 
 
Dated: February 25, 2010

 


 

EXHIBIT INDEX
     
Exhibit    
Number   Description of Exhibits
 
   
99.1
  Press Release dated February 25, 2010

 

EX-99.1 2 g22283exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
PRGX Announces Acquisition of Etesius to Expand Its
Profit Discovery Services
ATLANTA, February 25, 2010 — PRGX Global, Inc. (Nasdaq: PRGX), the world’s leader in recovery auditing and the pioneer in a new category of services called profit discovery, today announced that it has acquired all of the outstanding capital stock of Etesius Limited, a privately-held provider of purchasing and payables technologies and spend analytics services based in Chelmsford, United Kingdom. The Etesius acquisition will allow PRGX to expand its analytics and advisory service offerings and will be fully integrated into PRGX’s global operations.
“Last year, we outlined the five strategic planks of our growth strategy, and this acquisition is an important milestone in the execution of that strategy,” said Romil Bahl, president and chief executive officer of PRGX. “Etesius brings proven data management technologies and deep expertise to help clients gain visibility into, and better manage, their overall spend.” Bahl further added, “We believe the complementary capabilities of both companies will enable us to develop additional unique, high-return value propositions for clients that improve their procure-to-pay processes and their profitability.”
About PRGX Global, Inc.
Headquartered in Atlanta, Georgia, PRGX Global, Inc. is pioneering “profit discovery,” the combination of audit, analytics and advisory services to improve client financial performance. PRGX remains the world’s leader in recovery auditing. It serves a majority of the top 50 global retailers and many other leading companies, and is active in an expanding range of markets, including healthcare. Until January 2010, PRGX was known as PRG-Schultz International, Inc.
For more information please visit www.prgx.com.
Forward Looking Statements
In addition to historical information, this press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include both implied and express statements regarding the acquisition of the issued capital stock of Etesius and the integration of Etesius into PRGX. Such forward looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of PRGX to differ materially from the historical results or from any results expressed or implied by such forward-looking statements. Risks that could affect PRGX’s future performance include revenues that do not meet expectations or justify costs incurred, PRGX’s ability to develop material sources of new revenue in addition to revenues from its core accounts payable services, PRGX’s ability to integrate the Etesius services into PRGX’s service offerings, changes in the market for PRGX’s services, PRGX’s ability to retain existing personnel, uncertainty in the credit markets, client bankruptcies, loss of major clients, and other risks generally applicable to PRGX’s business. For a discussion of other risk factors that may impact PRGX’s business, please see PRGX’s filings with the Securities and Exchange Commission, including its Form 10-K filed on March 16, 2009. PRGX disclaims any obligation or duty to update or modify these forward-looking statements.
Source: PRGX Global, Inc.
PRGX Global, Inc.
Robert Lee, 770-779-6464

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