As filed with the Securities and Exchange Commission on July 24, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-2213805
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2300 WINDY RIDGE PARKWAY, SUITE 100 NORTH,
ATLANTA, GEORGIA 30339-8426
(Address of principal executive offices, including zip code)
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
1996 STOCK OPTION PLAN
(Full title of the plan)
___________________
TONY G. MILLS, ESQ. COPY TO:
THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC. LEONARD A. SILVERSTEIN, ESQ.
2300 WINDY RIDGE PARKWAY LONG, ALDRIDGE & NORMAN, LLP
SUITE 100 NORTH ONE PEACHTREE CENTER
ATLANTA, GEORGIA 30339-8426 SUITE 5300
(NAME AND ADDRESS OF AGENT ATLANTA, GEORGIA 30308
FOR SERVICE) (404) 527-4000
(770) 955-3815
(TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount
Securities to be Offering Price Maximum Aggregate of Regis-
to be Registered Per Share Offering Price tration
Registered (1) (2) (2) Fee (2)
____________________________________________________________________________
Common Stock,
no par value
per share 580,000 $ 5.30 $ 3,074,000 $ 1,060
451,000 11.00 4,961,000 1,711
63,000 8.00 504,000 174
2,000 16.50 33,000 12
70,500 18.00 1,269,000 438
2,333,500 19.1875 44,774,031.25 15,440
Total: 3,500,000 N/A $54,615,031.25 $18,835
____________________________________________________________________________
(1) The shares of Common Stock being registered represent (i) 1,166,500 shares
of Common Stock which may be acquired pursuant to outstanding options
under The Profit Recovery Group International, Inc. 1996 Stock Option Plan
(the "Plan"); and (ii) 2,333,500 shares of Common Stock which may be
acquired pursuant to options available for grant in the future under the
Plan. An undetermined number of additional shares may be issued, or the
shares registered hereunder may be combined into an undetermined lesser
number of shares, if the antidilution provisions of the Plan become
operative.
(2) The offering prices for the 1,166,500 shares subject to currently
outstanding options under the Plan are the applicable option exercise
prices for each currently outstanding option. The offering price of the
2,333,500 shares which may be acquired pursuant to options available for
grant in the future under the Plan is not presently determinable. The
offering price for such shares is estimated pursuant to Rule 457(c) and
(h) under the Securities Act of 1933, as amended, solely for the purpose
of calculating the registration fee and is based upon the average of the
high and low prices of the Registrant's Common Stock on July 19, 1996 as
quoted on the Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by The Profit Recovery Group
International, Inc. (the "Company" or the "Registrant") with the Securities and
Exchange Commission (the "Commission") hereby are incorporated herein by
reference as of their respective dates:
(1) The Company's prospectus dated March 26, 1996 filed with the
Commission pursuant to the Commission's Rule 424(b)(1), which forms a part of
the Company's Registration Statement on Form S-1 (File No. 333-1086);
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; and
(3) The description of the Company's Common Stock as contained in the
Company's Registration Statement on Form 8-A (Registration No. 0-28000) as
declared effective by the Commission on March 26, 1996.
In addition, all reports and documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), subsequent to the date hereof and 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 8 of the Company's Articles of Incorporation eliminates, subject
to certain exceptions, the personal liability of directors to the Company or
its shareholders for monetary damages for breaches of such directors' duty of
care or other duties as a director. The Articles do not provide for the
elimination of or any limitation on the personal liability of a director for
(i) any appropriation, in violation of the director's duties, of any business
opportunity of the Company, (ii) acts or omissions that involve intentional
misconduct or a knowing violation of law, (iii) unlawful corporate
distributions, or (iv) any transaction from which the director received an
improper benefit. In addition, Article VII of the Company's Bylaws provides
broad indemnification rights to directors and officers so long as the director
or officer acted in a manner believed in good faith to be in or not opposed to
the best interests of the Company, and with respect to criminal proceedings, if
the director had no reasonable cause to believe his or her conduct was
unlawful. The personal liability of directors for monetary damages for
violations of federal securities laws is not affected by these provisions. The
Registrant may also provide advances of expenses incurred by a director or
officer in defending any such action, suit or proceeding upon receipt of (i) a
written affirmation of such officer or director that he or she has met certain
standards of conduct and that his or her conduct does not constitute certain
identified behavior, and (ii) a written 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 the Registrant. These
provisions of the Articles and Bylaws will limit the remedies available to a
shareholder who is dissatisfied with a Board decision protected by these
provisions, and such shareholder's only remedy in that circumstance may be to
bring a suit to prevent the Board's action. In many situations, this remedy
may not be effective, as, for example, when shareholders have no prior
awareness of the Board's consideration of the particular transaction or event.
The Registrant currently maintains an insurance policy which insures the
directors and officers of the Registrant against certain liabilities, including
certain liabilities under the Securities Act of 1933, as amended (the "1933
Act").
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Long, Aldridge & Norman, LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Long, Aldridge & Norman, LLP (included in
Exhibit 5).
ITEM 9. UNDERTAKINGS
A. RULE 415 OFFERING.
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 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.
(2) That, for the purpose of determining any liability under the 1933
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 the offering.
B. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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 1933 Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 July 22, 1996.
THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.
By:/s/ John M. Cook
________________
John M. Cook
Chairman of the Board, Chief
Executive Officer and
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John M. Cook and Donald E. Ellis, Jr. and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as he might or could do in person, hereby ratifying and confirming
all that said attorneys in fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
Name Title Date
/s/ John M. Cook
________________________ Director, Chairman
John M. Cook of the Board, Chief July 22, 1996
Executive Officer and
President (Principal
Executive Officer)
/s/ Donald E. Ellis, Jr.
________________________ Senior Vice President,
Donald E. Ellis, Jr. Chief Financial July 22, 1996
Officer and Treasurer
(Principal Financial Officer)
/s/ Jorge E. Cora
________________________ Vice President-Finance July 22, 1996
Jorge E. Cora (Principal Accounting
Officer)
/s/ John M. Toma
_________________________ Executive Vice President - July 22, 1996
John M. Toma Administration and Director
/s/ Stanley B. Cohen
_________________________ Director July 22, 1996
Stanley B. Cohen
/s/ T. Charles Fial
_________________________ Director July 9, 1996
T. Charles Fial
/s/ Jonathan Golden
_________________________ Director July 22, 1996
Jonathan Golden
/s/ Garth H. Greimann
_________________________ Director July 22, 1996
Garth H. Greimann
_________________________ Director July ___, 1996
Fred W. I. Lachotzki
/s/ E. James Lowrey
_________________________ Director July 22, 1996
E. James Lowrey
<PAGE>
EXHIBIT INDEX
Exhibit
5 Opinion of Long, Aldridge & Norman, LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Long, Aldridge & Norman, LLP (included in Exhibit 5)
EXHIBIT 5
OPINION OF LONG, ALDRIDGE & NORMAN, LLP
<PAGE>
LONG ALDRIDGE
& NORMAN
Attorneys At Law
July 24, 1996
Board of Directors
The Profit Recovery Group International, Inc.
2300 Windy Ridge Parkway
Suite 100 North
Atlanta, Georgia 30339-8426
Re: The Profit Recovery Group International, Inc.
(Commission File No. 0-28000):
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to The Profit Recovery Group
International, Inc., a Georgia corporation (the "Company"), in
connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") and the filing thereof
with the Securities and Exchange Commission. Pursuant to the
Registration Statement, the Company intends to register under the
Securities Act of 1933, as amended, a total of 3,500,000 shares
of the Company's Common Stock, no value per share (the "Shares").
The Shares represent (i) 1,166,500 shares of Common Stock which
are issuable upon the exercise of options which have been granted
pursuant to The Profit Recovery Group International, Inc. 1996
Stock Option Plan (the "Plan") and (ii) 2,333,500 shares of
Common Stock which are issuable upon the exercise of options
which may be granted in the future pursuant to the Plan (that
number of shares referred to in clauses (i) and (ii) above
hereinafter are referred to as the "Plan Shares").
The opinion hereinafter set forth is given at the request of
the Company pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
Regulation S-K. The only opinion rendered by this firm consists
of the matters set forth in paragraph (1) below (our "Opinion"),
and no opinion is implied or to be inferred beyond such matters.
Additionally, our Opinion is based upon and subject to the
qualifications, limitations and exceptions set forth in this
letter.
Our Opinion is furnished for the benefit of the Company
solely with regard to the Registration Statement, may be relied
upon by the Company only in connection with the Registration
Statement and may not otherwise be relied upon, used, quoted or
referred to by or filed with any other person or entity without
our prior written permission. In rendering our Opinion, we have
examined such agreements, documents, instruments and records as
we deemed necessary or appropriate under the circumstances for
us to express our Opinion, including, without limitation, the Plan.
In making all of our examinations, we 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 to us as copies and the due execution and
delivery of all documents by any persons or entities other than
the Company where due execution and delivery by such persons or
entities is a prerequisite to the effectiveness of such
documents.
As to various factual matters that are material to our
Opinion, we have relied upon the factual statements set forth in
a certificate of officers of the Company. We have not
independently verified or investigated, nor do we assume any
responsibility for, the factual accuracy or completeness of such
factual statements.
Members of this firm are admitted to the Bar of the State of
Georgia and are duly qualified to practice law in that state. We
do not herein express any opinion concerning any matter
respecting or affected by any laws of any other state. The
Opinion hereinafter set forth is based upon pertinent laws and
facts in existence as of the date hereof, and we expressly
disclaim any obligation to advise you of changes to such
pertinent laws or facts that hereafter may come to our attention.
Based upon and subject to the foregoing, we are of the
following opinion:
(1) the Plan Shares, when issued in accordance with the
terms of the Plan against payment in full of the
purchase price therefor set forth in the Plan, if any,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit
to the Registration Statement.
Very truly yours,
LONG, ALDRIDGE & NORMAN, LLP
LONG, ALDRIDGE & NORMAN, LLP
Exhibit 23.1
Consent of KPMG Peat Marwick LLP
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Profit Recovery Group International, Inc.:
We consent to incorporation by reference in this registration
statement on Form S-8 of The Profit Recovery Group International,
Inc. of our report dated January 26, 1996, relating to the
combined balance sheets of The Profit Recovery Group International
as of December 31, 1994 and 1995, and the related combined
statements of earnings, shareholders' equity (deficit), and cash
flows for each of the years in the three-year period ended
December 31, 1995, which report appears in the prospectus dated
March 26, 1996 included in the registration statement on Form S-1
(No. 333-1086) of The Profit Recovery Group International, Inc.
KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Atlanta, Georgia
July 24, 1996
