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
May 5, 2009
Date of Report (Date of earliest event reported)
PRG-Schultz International, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
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0-28000
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58-2213805 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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600 Galleria Parkway, Suite 100, Atlanta, Georgia
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30339-5949 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(Registrants Telephone Number, Including Area Code)
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
2009 Performance Bonus Plan
On May 5, 2009, the Compensation Committee of the Board of Directors of PRG-Schultz
International, Inc. (the Company) established the material terms for the 2009 performance bonus
plan in which the Companys principal executive officer, principal financial officer and its other
currently employed named executive officers will participate. The material terms of the 2009 bonus
plan are as follows:
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The overall bonus pool under the 2009 bonus plan will be established based on the
Companys achieving a percentage of the target level of adjusted EBIDTA established by the
Compensation Committee (ranging from 85% to 115% of the target). No amounts will be
contributed to the bonus pool unless the Company achieves 85% of the adjusted EBIDTA
target. |
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Target and maximum bonus amounts for each named executive officer under the 2009 bonus
plan are established in accordance with the officers employment agreement. |
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Actual bonus payments to named executive officers under the 2009 bonus plan will be
based (a) for all named executive officers other than those who
are leaders of an operating group (such as Larry Robinson, the Companys Senior
Vice President & President Americas), 70% on the Companys 2009 adjusted EBIDTA
performance, (b) for leaders of an operating group, such as Mr. Robinson, who serves as the
leader of the Companys Americas operating group, 35% on the Companys 2009 adjusted EBIDTA performance and 35% on the 2009
adjusted EBITDA performance of the applicable operating group, and (c)
for all named executive officers, 30% on the achievement of individual performance objectives as approved by the
Compensation Committee. |
CFO Resignation and Appointment of Successor
On May 11, 2009, the Company announced that Peter Limeri, Chief Financial Officer and
Treasurer will resign from the Company effective May 31, 2009.
Robert B. Lee, the Companys Controller, will succeed Mr. Limeri,
taking on the additional roles of Chief
Financial Officer and Treasurer effective June 1, 2009. A copy of the press release announcing Mr. Lees appointment and Mr. Limeris
resignation is attached hereto as Exhibit 99.1. In connection with his appointment, the Company
expects to enter into an employment agreement with Mr. Lee.
Mr. Lee, 54, joined the Company as Controller in January 2006. From October 2002 to December
2005, Mr. Lee was a principal in Bartlett Lee Auxiliary Management, a financial services
outsourcing firm. From January 1993 to October 2002, he served as CFO and Controller of Buckhead
America Corporation, a publicly owned hospitality company. Buckhead America was a spin-off company
of Days Inns of America where Mr. Lee had served as Controller from September 1990 to December
1992. Prior to joining Days Inns, Mr. Lee was a Senior Manager with KPMG Peat Marwick where he
began his career. Mr. Lee is a Certified Public Accountant, actively licensed since 1982.
Item 9.01. Financial Statements and Exhibits
(d) |
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Exhibits |
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The following exhibits are filed herewith: |
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99.1 |
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Press Release dated May 11, 2009 |
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.
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PRG-Schultz International, Inc.
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By: |
/s/ Victor A. Allums
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Victor A. Allums |
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Senior Vice President, Secretary and General
Counsel |
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Dated: May 11, 2009
EXHIBIT INDEX
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Exhibit |
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Number |
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Description of Exhibits |
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99.1
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Press Release dated May 11, 2009 |