As filed with the Securities and Exchange Commission on October 3, 2008
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRG-Schultz International, Inc.
(Exact name of registrant as specified in its charter)
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Georgia
(State or other jurisdiction of incorporation or organization)
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58-2213805
(I.R.S. Employer Identification No.)
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600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339
(Address of principal executive offices, including zip code)
PRG-Schultz International, Inc. 2008 Equity Incentive Plan
2005 Employment Inducement Grant
(Full title of the plans)
Victor A. Allums
PRG-Schultz International, Inc.
600 Galleria Parkway
Suite 100
Atlanta, Georgia 30339
(Name and address of agent for service)
(770) 779-3900
(Telephone number, including area code, of agent for service)
COPY TO:
David W. Ghegan, Esq.
Troutman Sanders LLP
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308
(404) 885-3139
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Amount to be
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Offering Price Per
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Aggregate Offering
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Amount of
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Title of Securities to be Registered
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Registered
1
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Share
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Price
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Registration Fee
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Common Stock, no par value per share
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1,226,047
2
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$8.33
3
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$10,212,971.51
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$
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401.37
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Common Stock, no par value per share
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85,460
4
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$9.87
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$843,490.20
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$
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33.15
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Common Stock, no par value per share
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688,493
5
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$9.51
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$6,547,568.43
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$
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257.32
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Common Stock, no par value per share
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50,000
6
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$2.80
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$140,000.00
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$
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5.51
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”),
this registration statement also includes an indeterminate number of additional shares that
may be offered and issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
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(2)
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Represents shares of common stock reserved for issuance pursuant to equity awards available
for grant (but not yet granted) under the PRG-Schultz International, Inc. 2008 Equity
Incentive Plan (the “2008 Plan”).
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(3)
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Pursuant to Rule 457(h)(1) under the Securities Act, the offering price is estimated solely
for the purpose of calculating the registration fee on the basis of the average of the high
and low prices of the registrant’s Common Stock as reported on the NASDAQ Global Select Market
on October 2, 2008.
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(4)
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Represents shares of common stock reserved for issuance pursuant to equity awards granted
under the 2008 Plan on May 29, 2008.
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(5)
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Represents shares of common stock reserved for issuance pursuant to equity awards granted
under the 2008 Plan on September 17, 2008.
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(6)
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Represents shares of common stock reserved for issuance pursuant to options granted on
November 11, 2005 to Peter Limeri as an inducement grant in connection with his employment.
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TABLE OF CONTENTS
Part I — Information Required in the Section 10(a) Prospectus
Item 1.
General Plan Information.
The documents constituting Part I of this registration statement have been or will be sent or
given to participants as specified by Rule 428 (b)(1) under the Securities Act of 1933 (the
“Securities Act”). These documents and the documents incorporated by reference into this
registration statement, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
Item 2.
Registrant Information and Employee Plan Annual Information.
Upon written or oral request, PRG-Schultz International, Inc. (“PRG” or the “Registrant”) will
provide, without charge, the documents incorporated by reference in Item 3 of Part II of this
registration statement which are incorporated by reference in the Section 10(a) prospectus. PRG
will also provide, without charge, upon written or oral request, other documents required to be
delivered to employees pursuant to Rule 428(b) under the Securities Act. Requests for the above
mentioned information should be directed to PRG-Schultz International, Inc., 600 Galleria Parkway,
Suite 100, Atlanta, Georgia 30339, telephone number (770) 779-3900.
Part II — Information Required in the Registration Statement
Item 3.
Incorporation of Documents by Reference.
The following documents filed by PRG with the Securities and Exchange Commission (the
“Commission”) are hereby incorporated herein by reference:
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Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 12,
2008;
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Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 filed on May 12,
2008;
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Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed on August 6,
2008;
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Current Reports on Form 8-K filed on February 14, 2008, April 3, 2008, June 4, 2008,
August 20, 2008 and September 23, 2008; and
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The description of PRG’s common stock contained in PRG’s Registration Statement on
Form S-1 (Registration No. 333-134698) as declared effective by the Commission on
August 15, 2006.
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In addition, all reports and documents subsequently filed by PRG pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing
of a post-effective amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the filing of such documents. Any
II-1
statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4.
Description of Securities.
Not Applicable.
Item 5.
Interest of Named Experts and Counsel.
Not Applicable.
Item 6.
Indemnification of Directors and Officers.
Legally Authorized Indemnification
. Under PRG’s articles of incorporation, bylaws,
and Georgia law, PRG may indemnify (or obligate itself to indemnify, pursuant to an agreement or
otherwise) a director or officer for any liability or expenses incurred in any of several types of
legal proceedings and lawsuits, whether threatened, pending or completed; whether civil, criminal,
administrative, arbitrative, or investigative; and whether formal or informal.
However, PRG may not indemnify any director or officer who has been adjudged liable or is
subjected to injunctive relief for any of the following:
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misappropriation of a business opportunity;
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intentional misconduct or a knowing violation of law;
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receipt of an improper personal benefit; or
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an unlawful distribution to stockholders (meaning a dividend or other distribution
that violates PRG’s articles of incorporation and/or certain capitalization
requirements of Georgia law).
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Advancement or reimbursement of expenses prior to a final disposition requires a written
affirmation that the foregoing criteria were met and an undertaking to repay any advances if it is
ultimately determined that the criteria were not met.
Legally Required Indemnification
. Georgia law requires PRG to indemnify any director
who was wholly successful in defense of the proceeding for his or her reasonable expenses incurred.
PRG’s bylaws also require indemnification of officers and directors under these circumstances.
Indemnification Required by Bylaws
. PRG’s bylaws require PRG to indemnify its
directors and officers against liability incurred in the defense of any proceeding, to which he or
she was made a party by reason of the fact that he or she is or was a director or officer of PRG,
if he or she acted in a manner he or she believed in good faith to be in, or not opposed to, the
best
II-2
interest of PRG, and with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. PRG is also required to provide advances of expenses incurred by
a director or officer in defending such proceeding upon receipt of a written affirmation of such
officer or director that he or she has met certain standards of conduct and an undertaking by or on
behalf of such officer or director to repay such advances if it is ultimately determined that he or
she is not entitled to indemnification by PRG.
Indemnification required under PRG’s bylaws does not cover:
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proceedings by (or in the right of) PRG for which a director or officer was adjudged
liable; or
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proceedings in which a director or officer was held liable for improper receipt of a
personal benefit.
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However, because the indemnification required by the bylaws is nonexclusive, the foregoing
limitation does not prevent PRG from indemnifying an officer or director for any liabilities other
than those specifically prohibited by Georgia law, as discussed above under “Legally Authorized
Indemnification.”
Indemnification Agreements.
PRG has entered into indemnification agreements with each
of its directors and certain executive officers (each, an “Indemnitee”). Pursuant to such
agreements, subject to the restrictions on indemnification imposed by Georgia law discussed above,
under “Legally Authorized Indemnification,” PRG is required to indemnify each Indemnitee whenever
he or she is or was a party or is threatened to be made a party to any proceeding (including
without limitation any such proceeding brought by or in the right of PRG), because he or she is or
was a director or officer of PRG (or because he or she is or was serving at the request of PRG in
any of specified capacities for some other entity), or because of anything done or not done by the
Indemnitee in such capacity, against expenses and liabilities (including the costs of any
investigation, defense, settlement or appeal) actually and reasonably incurred by the Indemnitee or
on his or her behalf in connection with such proceeding, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best interests of PRG, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that an Indemnitee did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of PRG, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her conduct was
unlawful. The agreements also provide that under certain circumstances all reasonable expenses
incurred by or on behalf of such Indemnitee shall be advanced from time to time by PRG to the
Indemnitee within a specified period after PRG’s receipt of a written request for an advance of
expenses by such Indemnitee, whether prior to or after final disposition of a proceeding.
Indemnification for Securities Law Liabilities.
Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors, officers or persons
controlling PRG pursuant to the foregoing provisions of the Georgia Business Corporation Code and
PRG’s
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articles of incorporation, bylaws and indemnification agreements entered into with each of its
directors and certain executive officers, PRG has been informed that indemnification is considered
by the Commission to be against public policy and therefore unenforceable.
D&O Insurance.
PRG currently maintains an insurance policy which insures the
directors and officers of PRG against certain liabilities, including certain liabilities under the
Securities Act.
Elimination of Monetary Liability of Directors
. Under PRG’s articles of
incorporation, directors cannot be held personally liable to PRG or its stockholders for monetary
damages, except liability for:
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misappropriation of a business opportunity;
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intentional misconduct or a knowing violation of law;
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receipt of an improper personal benefit; or
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an unlawful distribution to stockholders (meaning a dividend or other distribution
that violates PRG’s articles of incorporation and/or certain capitalization
requirements of Georgia law).
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Item 7.
Exemption from Registration Claimed
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Not applicable.
Item 8.
Exhibits.
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Exhibit
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Number
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Description
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3.1
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Restated Articles of Incorporation of the Registrant, as amended and
corrected through August 11, 2006 (restated solely for the purpose
of filing with the Commission) (incorporated by reference to Exhibit
3.1 to the Registrant’s Form 8-K filed on August 17, 2006).
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3.2
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Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant’s Form 8-K filed December
11, 2007).
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4.1
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Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrant’s Form 10-K for the year ended
December 31, 2001).
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4.2
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See Restated Articles of Incorporation and Amended and Restate
Bylaws of the Registrant, filed as Exhibits 3.1 and 3.2,
respectively.
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II-4
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Exhibit
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Number
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Description
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4.3
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Shareholder Protection Rights Agreement, dated as of August 9, 2000,
between the Registrant and Rights Agent, effective May 1, 2002
(incorporated by reference to Exhibit 4.3 to the Registrant’s Form
10-Q for the quarterly period ended June 30, 2002).
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4.3.1
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First Amendment to Shareholder Protection Rights Agreement, dated as
of March 12, 2002, between the Registrant and Rights Agent
(incorporated by reference to Exhibit 4.3 to the Registrant’s Form
10-Q for the quarterly period ended September 30, 2002).
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4.3.2
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Second Amendment to Shareholder Protection Rights Agreement, dated
as of August 16, 2002, between the Registrant and Rights Agent
(incorporated by reference to Exhibit 4.3 to the Registrant’s Form
10-Q for the quarterly period ended September 30, 2002).
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4.3.3
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Third Amendment to Shareholder Protection Rights Agreement, dated as
of November 7, 2005, between the Registrant and Rights Agent
(incorporated by reference to Exhibit 4.1 to the Registrant’s Form
8-K filed on November 14, 2005).
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4.3.4
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Fourth Amendment to Shareholder Protection Rights Agreement, dated
as of November 14, 2006, between the Registrant and Rights Agent
(incorporated by reference to Exhibit 4.1 to the Registrant’s Form
8-K filed on November 30, 2005).
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4.3.5
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Fifth Amendment to Shareholder Protection Rights Agreement, dated as
of March 16, 2006, between the Registrant and Rights Agent
(incorporated by reference to Exhibit 4.9 to the Registrant’s Annual
Report on Form 10-K for the year ended December 31, 2005).
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4.3.6
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Sixth Amendment to Shareholder Protection Rights Agreement, dated as
of September 17, 2007, between the Registrant and Rights Agent
(incorporated by reference to Exhibit 4.1 to the Registrant’s Form
8-K filed on September 21, 2007).
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4.4
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Indenture dated as of March 17, 2006 governing the 10% Senior
Convertible Notes due 2011, with Form of Note appended (incorporated
by reference to Exhibit 4.1 to the Registrant’s Current Report on
Form 8-K filed on March 23, 2006).
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4.4.1
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Supplemental Indenture to 10% Senior Convertible Notes Indenture
dated September 4, 2007 (incorporated by reference to Exhibit 10.2
to the Registrant’s Form 8-K filed on September 5, 2007).
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4.5
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Indenture dated as of March 17, 2006 governing the 11% Senior Notes
due 2011, with Form of Note appended (incorporated by reference to
Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on
March 23, 2006).
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4.5.1
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Supplemental Indenture to 11% Senior Notes Indenture dated September
4, 2007 (incorporated by reference to Exhibit 10.1 to the
Registrant’s Form 8-K filed on September 5, 2007).
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5.1*
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Opinion of Troutman Sanders LLP
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II-5
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Exhibit
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Number
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Description
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23.1*
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Consent of BDO Seidman, LLP
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23.2*
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Consent of KPMG LLP
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23.3*
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Consent of Troutman Sanders LLP (included in Exhibit 5.1 hereto)
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24.1*
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Power of Attorney (included as part of the signature page hereto)
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99.1
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PRG-Schultz International, Inc. 2008 Equity Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed on June 4, 2008).
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Item 9.
Undertakings
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(a)
Rule 415 offerings
. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
II-6
Provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of any offering.
(b)
Subsequent Documents Incorporated by Reference
. The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Indemnification of Officers, Directors and Controlling Persons
. Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 3rd day of October, 2008.
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PRG-SCHULTZ INTERNATIONAL, INC.
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By:
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/s/ James B. McCurry
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James B. McCurry
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President, Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints James B. McCurry, Peter Limeri and Victor A. Allums, and each of them, such person’s
true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution,
for such person and in his or her name, place and stead, in any and all capacities, to sign any and
all amendments to this registration statement (including any post-effective amendments thereto),
and to file the same, with all exhibits thereto, and other documents in connection therewith with
the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and to perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and purposes as he or she might or would do
in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement, has been
signed by the following persons in the capacities and on the date indicated below.
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Signature
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Title
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Date
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/s/ James B. McCurry
James B. McCurry
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President, Chief Executive Officer
and Chairman of the Board
(Principal Executive Officer)
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October 3, 2008
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/s/ Peter Limeri
Peter Limeri
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Chief Financial Officer and Treasurer
(Principal Financial Officer)
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October 3, 2008
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II-8
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Signature
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Title
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Date
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/s/ Robert B. Lee
Robert B. Lee
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Controller
(Principal Accounting Officer)
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October 3, 2008
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/s/ David A. Cole
David A. Cole
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Director
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October 3, 2008
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/s/ Patrick G. Dills
Patrick G. Dills
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Director
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October 3, 2008
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/s/ N. Colin Lind
N. Colin Lind
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Director
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October 3, 2008
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/s/ Philip J. Mazzilli, Jr.
Philip J. Mazzilli, Jr.
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Director
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October 3, 2008
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/s/ Steven Rosenberg
Steven Rosenberg
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Director
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October 3, 2008
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II-9
EXHIBIT INDEX
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Exhibit
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Number
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Description
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3.1
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Restated Articles of Incorporation of the Registrant, as amended and
corrected through August 11, 2006 (restated solely for the purpose
of filing with the Commission) (incorporated by reference to Exhibit
3.1 to the Registrant’s Form 8-K filed on August 17, 2006).
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3.2
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Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant’s Form 8-K filed December
11, 2007).
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4.1
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Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrant’s Form 10-K for the year ended
December 31, 2001).
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4.2
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See Restated Articles of Incorporation and Amended and Restated
Bylaws of the Registrant, filed as Exhibits 3.1 and 3.2,
respectively.
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4.3
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Shareholder Protection Rights Agreement, dated as of August 9, 2000,
between the Registrant and Rights Agent, effective May 1, 2002
(incorporated by reference to Exhibit 4.3 to the Registrant’s Form
10-Q for the quarterly period ended June 30, 2002).
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4.3.1
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First Amendment to Shareholder Protection Rights Agreement, dated as
of March 12, 2002, between the Registrant and Rights Agent
(incorporated by reference to Exhibit 4.3 to the Registrant’s Form
10-Q for the quarterly period ended September 30, 2002).
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4.3.2
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Second Amendment to Shareholder Protection Rights Agreement, dated
as of August 16, 2002, between the Registrant and Rights Agent
(incorporated by reference to Exhibit 4.3 to the Registrant’s Form
10-Q for the quarterly period ended September 30, 2002).
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4.3.3
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Third Amendment to Shareholder Protection Rights Agreement, dated as
of November 7, 2005, between the Registrant and Rights Agent
(incorporated by reference to Exhibit 4.1 to the Registrant’s Form
8-K filed on November 14, 2005).
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4.3.4
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Fourth Amendment to Shareholder Protection Rights Agreement, dated
as of November 14, 2006, between the Registrant and Rights Agent
(incorporated by reference to Exhibit 4.1 to the Registrant’s Form
8-K filed on November 30, 2005).
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4.3.5
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Fifth Amendment to Shareholder Protection Rights Agreement, dated as
of March 16, 2006, between the Registrant and Rights Agent
(incorporated by reference to Exhibit 4.9 to the Registrant’s Annual
Report on Form 10-K for the year ended December 31, 2005).
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Exhibit
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Number
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Description
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4.3.6
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Sixth Amendment to Shareholder Protection Rights Agreement, dated as
of September 17, 2007, between the Registrant and Rights Agent
(incorporated by reference to Exhibit 4.1 to the Registrant’s Form
8-K filed on September 21, 2007).
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4.4
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Indenture dated as of March 17, 2006 governing the 10% Senior
Convertible Notes due 2011, with Form of Note appended (incorporated
by reference to Exhibit 4.1 to the Registrant’s Current Report on
Form 8-K filed on March 23, 2006).
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4.4.1
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Supplemental Indenture to 10% Senior Convertible Notes Indenture
dated September 4, 2007 (incorporated by reference to Exhibit 10.2
to the Registrant’s Form 8-K filed on September 5, 2007).
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4.5
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Indenture dated as of March 17, 2006 governing the 11% Senior Notes
due 2011, with Form of Note appended (incorporated by reference to
Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on
March 23, 2006).
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4.5.1
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Supplemental Indenture to 11% Senior Notes Indenture dated September
4, 2007 (incorporated by reference to Exhibit 10.1 to the
Registrant’s Form 8-K filed on September 5, 2007).
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5.1*
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Opinion of Troutman Sanders LLP
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23.1*
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Consent of BDO Seidman, LLP
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23.2*
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Consent of KPMG LLP
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23.3*
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Consent of Troutman Sanders LLP (included in Exhibit 5.1 hereto)
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24.1*
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Power of Attorney (included as part of the signature page hereto)
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99.1
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PRG-Schultz International, Inc. 2008 Equity Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed on June 4, 2008).
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Exhibit 5.1
Troutman Sanders llp
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
BANK OF AMERICA PLAZA
600 PEACHTREE STREET, N.E. — SUITE 5200
ATLANTA, GEORGIA 30308-2216
www.troutmansanders.com
TELEPHONE: 404-885-3000
FACSIMILE: 404-885-3900
October 3, 2008
PRG-Schultz International, Inc.
600 Galleria Parkway, Suite 100
Atlanta, Georgia 30339
Ladies and Gentlemen:
We have acted as your special counsel in connection with the filing with the Securities and
Exchange Commission (“SEC”) of a Registration Statement (the “Registration Statement”) on Form S-8
under the Securities Act of 1933, as amended (the “Act”), relating to the registration of (i)
2,000,000 shares of Common Stock, no par value, (the “Plan Shares”), to be issued in connection
with the PRG-Schultz International, Inc. 2008 Equity Incentive Plan (the “Benefit Plan”) and (ii)
50,000 shares to be issued in connection with stock options issued as an employment inducement
grant (the “Inducement Grant Shares”) pursuant to the terms of that certain Option Agreement dated
November 11, 2005, between PRG-Schultz International, Inc. and Peter Limeri (the “Option
Agreement”). This opinion is being provided at your request for inclusion in the Registration
Statement.
In connection with this opinion, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such instruments, certificates, records and documents, and have
reviewed such questions of law, as we have deemed necessary or appropriate for purposes of this
opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original documents of all
documents submitted as copies and the authenticity of the originals of such latter documents. As to
any facts material to our opinion, we have relied upon the aforesaid instruments, certificates,
records and documents and inquiries of your representatives.
Based
upon the foregoing examination, we are of the opinion that, subject
to compliance with the pertinent provisions of the Act and to
compliance with such securities or "Blue Sky" laws of any
jurisdiction as may be applicable and the maintenance of all
requisite regulatory and other approvals:
(i) The Plan Shares have been duly authorized and, when issued by you in the manner
contemplated by the Benefit Plan, will be validly issued, fully paid and nonassessable.
(ii) The Inducement Grant Shares have been duly authorized and, when issued by you in the
manner contemplated by the Option Agreement, will be validly issued, fully paid and nonassessable.
The
attorneys in this firm that are rendering this opinion letter are
members of the Bar of the State of Georgia. We do not purport to render an opinion based on the laws of any jurisdiction other than the
laws of the State of Georgia and the federal laws of the United States of America, and we express
no opinion herein as to the effect of any other laws. In addition, we are not opining on “blue
sky” or other state securities laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement;
provided, however, that such consent does not constitute a consent under Section 7 of the Act or
any indication that we have certified any part of the Registration Statement or otherwise, by
virtue of the giving of this opinion, come within the categories of persons whose consent is
required under Section 7 or under the rules and regulations of the SEC promulgated with respect
thereto.
Very truly yours,
/s/ Troutman Sanders LLP