UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 12, 2005
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PRG-SCHULTZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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GEORGIA 000-28000 58-2213805
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
600 GALLERIA PARKWAY, SUITE 100, ATLANTA, GEORGIA 30339-5949
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(Address of principal executive office) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 779-3900
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(Former name or former address, if changed since last report)
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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))
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ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
Amendment to Extend Financing Commitment
On December 15, 2005 PRG-Schultz International, Inc. (the "Company") entered
into an amendment to the financing commitment letter dated November 28, 2005
with Petrus Securities L.P. and Parkcentral Global Hub Limited (the "Petrus
Entities") and Blum Strategic Partners II GmbH & Co. KG. and Blum Strategic
Partners II, L.P. (the "Blum Entities") that extended the commitment to December
19, 2005.
The Blum Entities are beneficial owners of the Company's common stock and 4 3/4%
Convertible Subordinated Notes due 2006 (the "Convertible Notes"), and they have
the right to designate a member of the Company's Board of Directors and to have
an observer present at all Board meetings. The Petrus Entities are beneficial
owners of the Company's common stock and Convertible Notes. The Petrus entities
and affiliated entities of the Blum Entities serve on the Ad Hoc Committee of
holders of the Convertible Notes to consider strategic alternatives relating to
the Company.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD, TRANSFER OF LISTING.
On December 12, 2005, PRG-Schultz International (the "Company") received a
notice from the Nasdaq Stock Market indicating that it is not in compliance with
Nasdaq Marketplace Rule 4450(a)(5) (the "Minimum Bid Price Rule") because, for
the last 30 consecutive business days, the bid price of the Company's common
stock has closed below the minimum $1.00 per share. In accordance with Nasdaq
Marketplace Rule 4450(e)(2), the Company will be provided 180 calendar days, or
until June 12, 2006, to regain compliance with the Minimum Bid Price Rule. This
notification has no effect on the listing of the Company's common stock at this
time.
If at any time before June 12, 2006, the bid price of the Company's common stock
closes at $1.00 per share or more for a minimum of 10 consecutive business days,
Nasdaq will notify the Company that it has achieved compliance with the Minimum
Bid Price Rule. If the Company does not regain compliance with the Minimum Bid
Price Rule by June 12, 2006, Nasdaq will notify the Company that its common
stock will be delisted from the Nasdaq Stock Market.
In the event that the Company receives notice that its common stock is being
delisted from the Nasdaq Stock Market, Nasdaq rules permit the Company to appeal
any delisting determination by the Nasdaq staff to a Nasdaq Listings
Qualifications Panel.
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: December 15, 2005 By: /s/ Clinton McKellar, Jr.
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Clinton McKellar, Jr.
General Counsel and Secretary