As filed with the Securities and Exchange Commission on May 27, 2015
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PRGX Global, Inc.
(Exact name of registrant as specified in its charter)
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Georgia
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58-2213805
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(State or other jurisdiction of
incorporation or organization)
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(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)
PRGX Global, Inc. 2008 Equity Incentive Plan
2014 Employment Inducement Grants
2015 Employment Inducement Grants
(Full title of the plans)
Victor A. Allums
PRGX
Global, 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
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
1
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, no par value per share
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3,000,000
2
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$4.71
12
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$14,130,000
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$1,641.91
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Common Stock, no par value per share
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90,000
3
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$6.64
13
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$597,600
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$69.44
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Common Stock, no par value per share
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50,000
4
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$4.71
12
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$235,500
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$27.37
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Common Stock, no par value per share
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180,000
5
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$6.64
13
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$1,195,200
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$138.88
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Common Stock, no par value per share
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20,000
6
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$4.71
12
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$94,200
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$10.95
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Common Stock, no par value per share
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50,000
7
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$5.80
13
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$290,000
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$33.70
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Common Stock, no par value per share
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5,000
8
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$4.71
12
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$23,550
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$2.74
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Common Stock, no par value per share
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25,000
9
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$5.83
13
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$145,750
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$16.94
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Common Stock, no par value per share
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5,000
10
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$4.71
12
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$23,550
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$2.74
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Common Stock, no par value per share
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60,000
11
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$5.14
13
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$308,400
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$35.84
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Total
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3,485,000
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–
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$17,043,750
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$1,980.51
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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 increase of 3,000,000 available shares for issuance under the PRGX Global, Inc. 2008 Equity Incentive Plan, as amended and restated effective April 25, 2014.
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(3)
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Represents shares of common stock reserved for issuance pursuant to stock option awards granted to Peter Limeri on September 11, 2014 as an inducement grant in connection with his employment.
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(4)
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Represents shares of restricted stock granted to Peter Limeri on September 11, 2014 as an inducement grant in connection with his employment.
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(5)
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Represents shares of common stock reserved for issuance pursuant to stock option awards granted to Michael W. Reene on September 11, 2014 as an inducement grant in connection with his employment.
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(6)
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Represents shares of restricted stock granted to Michael W. Reene on September 11, 2014 as an inducement grant in connection with his employment.
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(7)
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Represents shares of common stock reserved for issuance pursuant to stock option awards granted to Jeffrey K. Anderson on January 12, 2015 as an inducement grant in connection with his employment.
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(8)
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Represents shares of restricted stock granted to Jeffrey K. Anderson on January 12, 2015 as an inducement grant in connection with his employment.
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(9)
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Represents shares of common stock reserved for issuance pursuant to stock option awards granted to Catherine Lee on January 19, 2015 as an inducement grant in connection with her employment.
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(10)
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Represents shares of restricted stock granted to Catherine Lee on January 19, 2015 as an inducement grant in connection with her employment.
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(11)
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Represents shares of common stock reserved for issuance pursuant to stock option awards granted to Steven Rothman on May 11, 2015 as an inducement grant in connection with his employment.
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(12)
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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 May 20, 2015.
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(13)
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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 price at which the stock options may be exercised. In
the case of stock option award grants that vest in multiple tranches at different exercise prices, the offering price represents the average exercise price of the options included in the grant.
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Part I — Information Required in the Section 10(a) Prospectus
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Item 1.
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General Plan Information
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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.
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Item 2.
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Registrant Information and Employee Plan Annual Information
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Upon written or
oral request, PRGX Global, Inc. (“PRGX” 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. PRGX 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 PRGX Global, Inc., 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339, telephone number (770) 779-3900.
Part II — Information Required in the Registration Statement
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Item 3.
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Incorporation of Documents by Reference
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The following documents filed by PRGX
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, 2014, filed on March 13, 2015;
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Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 8, 2015;
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Current Reports on Form 8-K filed on March 18, 2015, April 1, 2015, April 23, 2015 and May 19, 2015; and
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The description of PRGX’s common stock contained in PRGX’s Registration Statement on Form S-3 (Registration No. 333-185027) as declared effective by the Commission on November 23, 2012.
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In addition, all reports and documents subsequently filed by PRGX 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 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.
II-1
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Item 4.
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Description of Securities
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Not Applicable.
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Item 5.
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Interest of Named Experts and Counsel
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Not Applicable.
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Item 6.
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Indemnification of Directors and Officers
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Legally Authorized
Indemnification
. Under PRGX’s articles of incorporation, bylaws, and Georgia law, PRGX 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, PRGX 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 PRGX’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 PRGX to indemnify any director who was wholly successful in defense of the proceeding for his or her reasonable expenses incurred. PRGX’s bylaws also require indemnification of officers and directors
under these circumstances.
Indemnification Required by Bylaws
. PRGX’s bylaws require PRGX 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 PRGX, if he or she acted in a manner he or she believed in good faith
to be in, or not opposed to, the best interest of PRGX, and with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. PRGX is also required to provide advances of expenses
II-2
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 PRGX.
Indemnification required under PRGX’s bylaws does not cover:
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proceedings by (or in the right of) PRGX 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 PRGX 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
. PRGX has entered into indemnification agreements with each of its directors and 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,” PRGX 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 PRGX), because he or she is or was a director or officer of PRGX (or because
he or she is or was serving at the request of PRGX 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 PRGX, 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 PRGX, 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 PRGX to the Indemnitee within a specified period after PRGX’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 PRGX pursuant to the foregoing provisions of the Georgia Business Corporation Code and PRGX’s articles of incorporation, bylaws and indemnification
agreements entered into with each of its directors and certain executive officers, PRGX has been informed that indemnification is considered by the Commission to be against public policy and therefore unenforceable.
II-3
D&O Insurance
. PRGX currently maintains an insurance policy which insures the
directors and officers of PRGX against certain liabilities, including certain liabilities under the Securities Act.
Elimination of
Monetary Liability of Directors
. Under PRGX’s articles of incorporation, directors cannot be held personally liable to PRGX 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 PRGX’s articles of incorporation and/or certain capitalization requirements of Georgia law).
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Item 7.
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Exemption from Registration Claimed
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Not applicable.
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Exhibit
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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3.1.1
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Articles of Amendment of the Registrant effective January 20, 2010 (incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 8-K filed on January 25, 2010)
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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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II-4
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Exhibit
Number
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Description
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5.1*
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Opinion of Troutman Sanders LLP
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10.1
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PRGX Global, Inc. 2008 Equity Incentive Plan, as amended and restated effective April 25, 2014 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 30, 2014)
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10.2
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Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on January 14, 2009)
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10.3
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Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on January 14, 2009)
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23.1*
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Consent of BDO USA, LLP
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23.2*
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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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(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;
II-5
(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;
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 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-6
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 27th day of May, 2015.
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PRGX GLOBAL, INC.
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By:
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/s/ Ronald E. Stewart
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Ronald E. Stewart
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President and Chief Executive Officer
(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 Ronald E. Stewart, 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/ Ronald E. Stewart
Ronald E. Stewart
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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May 27, 2015
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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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May 27, 2015
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/s/ Bradley T. White
Bradley T. White
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Controller
(Principal Accounting Officer)
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May 27, 2015
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/s/ David A. Cole
David A. Cole
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Director
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May 27, 2015
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/s/ Patrick G. Dills
Patrick G. Dills
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Chairman of the Board
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May 27, 2015
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/s/ Archelle Georgiou Feldshon
Archelle Georgiou Feldshon
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Director
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May 27, 2015
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/s/ William F. Kimble
William F. Kimble
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Director
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May 27, 2015
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/s/ Mylle H. Mangum
Mylle H. Mangum
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Director
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May 27, 2015
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/s/ Philip J. Mazzilli, Jr.
Philip J. Mazzilli, Jr.
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Director
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May 27, 2015
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/s/ Gregory J. Owens
Gregory J. Owens
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Director
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May 27, 2015
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/s/ Joseph E. Whitters
Joseph E. Whitters
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Director
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May 27, 2015
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EXHIBIT INDEX
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Exhibit
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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3.1.1
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Articles of Amendment of the Registrant effective January 20, 2010 (incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 8-K filed on January 25, 2010)
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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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5.1*
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Opinion of Troutman Sanders LLP
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10.1
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PRGX Global, Inc. 2008 Equity Incentive Plan, as amended and restated effective April 25, 2014 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 30, 2014)
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10.2
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Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on January 14, 2009)
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10.3
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Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on January 14, 2009)
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23.1*
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Consent of BDO USA, LLP
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23.2*
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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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Exhibit 5.1
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TROUTMAN SANDERS LLP
Attorneys at Law
Bank of America
Plaza
600 Peachtree Street, NE, Suite 5200
Atlanta, Georgia 30308-2216
404.885.3000 telephone
troutmansanders.com
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May 27, 2015
PRGX Global, Inc.
600 Galleria Parkway, Suite 100
Atlanta, Georgia 30339
Ladies and Gentlemen:
We have acted as your 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) 3,000,000 shares of Common Stock, no par value, (the “Plan
Shares”), to be issued in connection with the PRGX Global, Inc. 2008 Equity Incentive Plan, as amended (the “Benefit Plan”), (ii) 90,000 shares to be issued in connection with stock options granted as part of an employment
inducement grant (the “Limeri Option Shares”) pursuant to the terms of that certain Nonqualified Stock Option Agreement dated September 11, 2014, between PRGX Global, Inc. and Peter Limeri (the “Limeri Option Agreement”),
(iii) 50,000 shares issued in connection with restricted stock awards granted as part of an employment inducement grant (the “Limeri Restricted Shares”) pursuant to the terms of that certain Restricted Stock Agreement dated
September 11, 2014, between PRGX Global, Inc. and Peter Limeri, (iv) 180,000 shares to be issued in connection with the stock options granted as part of an employment inducement grant (the “Reene Option Shares”) pursuant to the
terms of that certain Nonqualified Stock Option Agreement dated September 11, 2014, between PRGX Global, Inc. and Michael W. Reene (the “Reene Option Agreement”), (v) 20,000 shares issued in connection with restricted stock
awards granted as part of an employment inducement grant (the “Reene Restricted Shares”) pursuant to the terms of that certain Restricted Stock Agreement dated September 11, 2014, between PRGX Global, Inc. and Michael W. Reene,
(vi) 50,000 shares to be issued in connection with the stock options granted as part of an employment inducement grant (the “Anderson Option Shares”) pursuant to the terms of that certain Nonqualified Stock Option Agreement dated
January 12, 2015, between PRGX Global, Inc. and Jeffrey K. Anderson (the “Anderson Option Agreement”), (vii) 5,000 shares issued in connection with restricted stock awards granted as part of an employment inducement grant (the
“Anderson Restricted Shares”) pursuant to the terms of that certain Restricted Stock Agreement dated January 12, 2015, between PRGX Global, Inc. and Jeffrey K. Anderson, (viii) 25,000 shares to be issued in connection with the
stock options granted as part of an employment inducement grant (the “Lee Option Shares”) pursuant to the terms of that certain Nonqualified Stock Option Agreement dated January 19, 2015, between PRGX Global, Inc. and Catherine Lee
(the “Lee Option Agreement”), (ix) 5,000 shares issued in connection with restricted stock awards granted as part of an employment inducement grant (the “Lee Restricted Shares”) pursuant to the terms of that certain
Restricted Stock Agreement dated January 19, 2015, between PRGX Global, Inc. and Catherine Lee, and (x) 60,000 shares to be issued in connection with the stock options granted as part of an employment inducement grant (the “Rothman
Option Shares” ) pursuant to the terms of that certain Nonqualified Stock Option Agreement dated May 11, 2015, between PRGX Global, Inc. and Steven Rothman (the “Rothman Option Agreement”).
ATLANTA
BEIJING CHARLOTTE CHICAGO HONG KONG NEW YORK ORANGE COUNTY PORTLAND RALEIGH
RICHMOND SAN DIEGO SAN FRANCISCO SHANGHAI TYSONS CORNER VIRGINIA BEACH
WASHINGTON, DC
PRGX Global, Inc.
May 27,
2015
Page
2
The Limeri Option Shares, Reene Option Shares, Anderson Option Shares, Lee Option Shares and
Rothman Option Shares are collectively referred to herein as the “Option Shares.” The Limeri Option Agreement, Reene Option Agreement, Anderson Option Agreement, Lee Option Agreement and Rothman Option Agreement are collectively referred
to herein as the “Option Agreements”, with each an “Option Agreement.” The Limeri Restricted Shares, Reene Restricted Shares, Anderson Restricted Shares and Lee Restricted Shares are collectively referred to herein as the
“Restricted Shares.” 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:
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(i)
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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.
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(ii)
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The Option Shares have been duly authorized and, when issued by you in the manner contemplated by the respective Option Agreement, will be validly issued, fully paid and nonassessable.
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(iii)
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The Restricted Shares have been duly authorized and are validly issued, fully paid and nonassessable.
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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.
PRGX Global, Inc.
May 27,
2015
Page
3
We hereby consent to the filing of this opinion with the SEC as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder. This opinion
may not be furnished or quoted to, or relied upon by, any other person for any purpose, without our prior written consent.
Very truly yours,
/s/ Troutman Sanders LLP