SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ X] Preliminary Proxy Statement [ ]Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
(ss.)240.14a-11(c) or (ss.)240.14a-12
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
2300 WINDY RIDGE PARKWAY
SUITE 100 NORTH
ATLANTA, GA 30339-8426
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 15, 1999
---------------
TO THE SHAREHOLDERS OF
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.:
NOTICE IS HEREBY GIVEN that THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. (the
"Company") will hold a Special Meeting of Shareholders at the Company's offices
at 2300 Windy Ridge Parkway, Atlanta, GA 30339, in the Atlantic/Pacific Meeting
Room on the 9th Floor, on September 15, 1999 at 10:00 am Atlanta time, for the
following purposes:
1. To approve an amendment to the Company's Articles of Incorporation
to increase the authorized number of shares of Common Stock that the
Company has authority to issue from 60,000,000 shares to 200,000,000
shares.
2. To transact such other business that may properly come before the
meeting or any adjournments thereof.
The Proxy Statement dated , 1999, is attached. Only record holders of the
Company's Common Stock, no par value per share, at the close of business on
August 2, 1999, will be eligible to vote at the meeting.
If you are not able to attend the meeting, please execute, complete, date and
return the proxy in the enclosed envelope. If you attend the meeting, you may
revoke the proxy and vote in person.
By Order of the Board of Directors:
/s/ John M. Cook
JOHN M. COOK
Chairman of the Board and
Chief Executive Officer
Date: _________, 1999
<PAGE>
2300 WINDY RIDGE PARKWAY
SUITE 100 NORTH
ATLANTA, GA 30339-8426
---------------
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 15, 1999
---------------
GENERAL INFORMATION
On July 20, 1999, the Board of Directors unanimously approved a 3 for 2
split (the "Stock Split") of The Profit Recovery Group International, Inc.
("PRGX" or the "Company") Common Stock, no par value per share, to be effected
in the form of a stock dividend to shareholders of record on August 2, 1999. The
Stock Split was effected on August 17, 1999. The Company did not issue
fractional shares connection with the Stock Split. The Company paid cash in lieu
of fractional shares based on the closing price of the Company's Common Stock on
the Nasdaq National Market on August 2, 1999.
Although the Company had sufficient authorized Common Stock to effect the
stock split, the Board of Directors believes that it is now necessary to amend
the Company's Articles of Incorporation to provide for additional authorized
Common Stock in order that the Company will have sufficient shares available for
future issuances in connection with potential acquisitions, pursuant to existing
and future employee benefit plans and for other valid corporate purposes.
In that regard, the Company cordially invites you to attend a Special
Meeting of Shareholders. This Proxy Statement is furnished in connection with
the solicitation by the Board of Directors of proxies for use at the Special
Meeting of Shareholders to be held on September 15, 1999, at the Company's
offices at 2300 Windy Ridge Parkway, Atlanta, GA 30339, in the Atlantic/Pacific
Meeting Room on the 9th Floor, at 10:00 a.m. Atlanta time.
This Proxy Statement and the accompanying form of proxy are being first
mailed to Shareholders on or about , 1999. The shareholder giving the proxy may
revoke it at any time before it is exercised at the meeting by: (i) delivering
to the Secretary of the Company a written instrument of revocation bearing a
date later than the date of the proxy; (ii) duly executing and delivering to the
Secretary a subsequent proxy relating to the same shares; or (iii) attending the
meeting and voting in person (attendance at the meeting will not in and of
itself constitute revocation of a proxy). Any proxy which is not revoked will be
voted at the Special Meeting in accordance with the shareholder's instructions.
If a shareholder returns a properly signed and dated proxy card but does not
mark any choice, his or her shares will be voted for the amendment to the
Articles of Incorporation to increase the number of authorized shares of the
Company's Common Stock. The proxy card gives authority to the proxies to vote
shares in their discretion on any other matter properly presented at the Special
Meeting.
Proxies will be solicited from the Company's shareholders by mail. The
Company will pay all expenses in connection with the solicitation, including
postage, printing and handling, and the expenses incurred by brokers,
custodians, nominees and fiduciaries in forwarding proxy material to beneficial
owners at an estimated cost of $6000. The Company does not intend to employ a
proxy solicitation firm to solicit proxies in connection with the Special
Meeting. It is possible that directors, officers and regular employees of the
Company may make further solicitation personally or by telephone, telegraph or
mail. Directors, officers and regular employees of the Company will receive no
additional compensation for any such further solicitation.
Only holders (the "Shareholders") of record of the Company's Common Stock,
no par value per share, at the close of business on August 2, 1999 (the "Record
Date"), are entitled to notice of, and to vote at, the Special Meeting. On the
Record Date, the Company had a total of 27,547,468 shares of Common Stock
outstanding, after giving effect to the Stock Split. Each share will be entitled
to one vote (non-cumulative) on each matter to be considered at the Special
Meeting. A majority of the outstanding shares of Common Stock, present in person
or represented by proxy at the Special Meeting, will constitute a quorum for the
transaction of business at the Special Meeting.
Votes cast by proxy or in person at the Special Meeting will be counted by
the persons appointed by the Company to act as election inspectors for the
meeting. Prior to the meeting, the inspectors will sign an oath to perform their
duties in an impartial manner and to the best of their abilities. The inspectors
will ascertain the number of shares outstanding and the voting power of each of
such shares, determine the shares represented at the meeting and the validity of
proxies and ballots, count all votes and ballots and perform certain other
duties as required by law.
The affirmative vote of holders of a majority of the outstanding shares of
Common Stock of the Company is required for approval of the amendment to the
Company's Articles of Incorporation to increase the number of authorized shares
of the Company's Common Stock from 60,000,000 shares to 200,000,000. It is
expected that shares beneficially owned by the Company's executive officers and
directors which represent in the aggregate approximately 20.9% of the
outstanding shares of Common Stock, will be voted in favor of the amendment to
the Articles of Incorporation. Abstentions, votes "withheld" and broker
non-votes will have the effect of a vote against the proposal to amend the
Articles of Incorporation. There are no rights of appraisal or similar
dissenters' rights with respect to any matter to be acted upon pursuant to this
Proxy Statement.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company recommends a vote FOR the amendment to
the Company's Articles of Incorporation to increase the number of shares of the
Company's Common Stock that the Company will have the authority to issue from
60,000,000 shares to 200,000,000 shares.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
The Company's Articles of Incorporation currently authorize the issuance of
a total of 61,000,000 shares, composed of 60,000,000 shares of Common Stock and
1,000,000 shares of Preferred Stock. The proposed amendment will increase the
total number of authorized shares to 201,000,000, with the number of shares of
Common Stock authorized being increased to 200,000,000.
The amendment will modify the first paragraph of Article 2 of the Company's
Articles of Incorporation, as amended, to read as follows:
"CAPITALIZATION. The total number of shares of capital stock
of all classes that the corporation shall have the authority to issue
is Two Hundred One Million (201,000,000) shares, of which Two Hundred
Million (200,000,000) shares, no par value per share, shall be
designated "Common Stock" and One Million (1,000,000) shares, no par
value per share, shall be designated "Preferred Stock."
Each of the additional authorized shares of Common Stock will have the same
rights and privileges as the currently authorized Common Stock. The Preferred
Stock may be issued by resolution of a majority of the Board of Directors then
in office in one or more series with such designations, powers, preferences,
rights, qualifications, limitations and restrictions as the Board of Directors
shall determine. There are no shares of Preferred Stock outstanding. The
additional shares of Common Stock, like the currently authorized shares, will
not have preemptive rights. The amendment will not change the par value of the
Common Stock.
The Board of Directors believes that it is necessary to increase the amount
of Common Stock authorized by the Company's Articles of Incorporation to provide
the Company with adequate flexibility for valid corporate purposes such as
issuances pursuant to potential acquisitions, financings, further stock
dividends and existing and future employee benefit plans, including fulfilling
the Company's obligations under its Stock Incentive Plan and Employee Stock
Purchase Plan. Before the Stock Split, the Company had 27,547,468 shares of
Common Stock outstanding as of August 2, 1999. After giving effect to the Stock
Split, the Company had approximately 41,321,000 million shares of Common Stock
outstanding and no shares of Preferred Stock outstanding as of August 2, 1999,
leaving approximately 18,679,000 million shares of Common Stock available for
additional future issuances. As of August 2, 1999, 6,382,446 authorized shares
remained available for issuance under the Company's existing benefit plans,
after giving effect to the Stock Split. Other than the shares to be issued under
the Company's existing employee benefit plans, and up to 925,000 shares proposed
to be issued in connection with the acquisition of PRS International, Ltd, and
related companies, the Company has no announced plans to issue any additional
authorized shares of Common Stock. Further stockholder authorization would not
be necessary prior to any such issuance, except for certain situations where
stockholder approval may be required under Nasdaq National Market rules or
Georgia law.
The additional authorized shares of Common Stock could be used to discourage
persons from attempting to gain control of the Company by diluting the voting
power of shares then outstanding or increasing the voting power of persons who
would support the Board of Directors in opposing a takeover bid or a
solicitation in opposition to management. The Company is not currently aware of
any effort to obtain control of the Company, and has no plans to use the new
shares for purposes of discouraging any such effort.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AMENDMENT TO THE
ARTICLES OF INCORPORATION AND BELIEVES THAT THE AMENDMENT IS IN THE BEST
INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS. ACCORDINGLY, THE BOARD
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE AMENDMENT.
OWNERSHIP OF DIRECTORS, PRINCIPAL SHAREHOLDERS
AND CERTAIN EXECUTIVE OFFICERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of August 2, 1999, after giving
effect to the Stock Split, by: (i) each person (or group of affiliated persons)
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock; (ii) the Company's Chief Executive Officer and the
other four most highly paid executive officers of the Company during 1998; (iii)
each director of the Company; and (iv) all of the Company's executive officers
and directors as a group. Except as otherwise indicated in the footnotes to this
table, the Company believes that the persons named in this table have sole
voting and investment power with respect to all the shares of Common Stock
indicated.
Beneficial Ownership
As of August 2, 1999 (1)
Beneficial Owner Shares Percentage
John M. Cook (2)(3)......................... 4,945,075 11.9%
John M. Toma (4)............................ 844,526 2.0
Michael A. Lustig (5)....................... 250,020 *
Marc S. Eisenberg (6)....................... 219 *
Ronald K. Loder............................. 863,054 2.1
Robert G. Kramer (7)........................ 12,918 *
Donald E. Ellis, Jr. (8).................... 0 *
Stanley B. Cohen (9)........................ 765,000 1.9
Jonathan Golden (10)........................ 1,324,392 3.2
Garth H. Greimann........................... 11,492 *
Fred W. I. Lachotzki (11)................... 24,000 *
E. James Lowrey (11)........................ 12,750 *
Thomas S. Robertson......................... 1,200 *
Jackie M. Ward.............................. 900 *
All executive officers and directors as a
group (19 Persons) (12)................... 9,221,719 22.0
- - ----------
* Less than one percent.
(1) Applicable percentage of ownership at August 2, 1999 is based upon
41,321,202 shares of Common Stock outstanding. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and includes voting and investment power with respect to the
shares shown as beneficially owned. Shares of Common Stock subject to
options currently exercisable or exercisable within sixty (60) days are
deemed outstanding for computing the percentage ownership of the person
holding such options, but are not deemed outstanding for computing the
percentage ownership of any other persons.
(2) The business address for Mr. Cook is 2300 Windy Ridge Parkway, Suite 100
North, Atlanta, Georgia 30339-8426.
(3) Includes 1,698,389 shares held by the Cook Family Limited Partnership, for
which Mr. Cook serves as the general partner, 225,000 shares held by the
Cook Family Grantor Retained Annuity Trust for which Mr. Cook is trustee
and has sole investment and voting power with respect to such shares and
146,042 shares held by M. Lucy Cook, his spouse. Also includes 205,117
shares subject to options, which either are currently exercisable or will
become exercisable within sixty (60) days of the date of mailing of this
Proxy Statement. Does not include 1,229,089 shares held for the benefit of
John M. Cook pursuant to a Grantor Retained Annuity Trust for which James
R. Cook is trustee and has sole investment and voting power with respect to
such shares and 1,229,089 shares held for the benefit of M. Lucy Cook
pursuant to a Grantor Retained Annuity Trust for which M. Christine Cook
and M. Thomas Cook are co-trustees and have sole investment and voting
power with respect to such shares.
(4) Includes 56,040 shares held for the benefit of Mr. Toma for which Maria A.
Neff and Dorothy M. Toma, Mr. Toma's spouse, serve as co-trustees and share
investment and voting power with respect to such shares. Includes 275,886
shares held by the Toma Family Limited Partnership, for which Mr. Toma
serves as the general partner. Also, includes 75,000 shares held by Dorothy
M. Toma, 6,732 shares held by the Mary Caitlin Cook Trust, of which Mr.
Toma is the trustee, and 97,500 shares subject to options which either are
exercisable or will become exercisable within sixty (60) days of the date
of mailing of this Proxy Statement.
(5) Includes 169,575 shares subject to options which are either currently
exercisable or will become exercisable within sixty (60) days of the date
of mailing of this Proxy Statement.
(6) Excludes 631,707 shares in which Mr. Eisenberg has a pecuniary interest,
but as to which Mr. Eisenberg disclaims beneficial ownership. Such shares
are held pursuant to commercial relationship with the record owner. Mr.
Eisenberg has informed the Company that he neither has nor shares the
voting or investment power with respect to such shares and that he does not
have the right either to acquire such voting or investment power within
sixty (60) days or to terminate the commercial relationship with the record
holder within sixty (60) days.
(7) Includes 10,500 shares subject to options which are either currently
exercisable or will become exercisable within sixty (60) days of the date
of mailing of this Proxy Statement.
(8) Effective July 19, 1999, Mr. Ellis resigned as Senior Vice President, Chief
Financial Officer and Treasurer, and became Special Assistant to the
Chairman. As a result, Mr. Ellis is no longer an executive officer of the
Company.
(9) Includes 274,626 shares held for the benefit of Mr. Cohen for which Shirley
L. Cohen, Mr. Cohen's spouse, is the trustee and has sole voting and
investment power.
(10)Includes 183,376 shares held for the benefit of Mr. Golden for which Roberta
P. Golden, Mr. Golden's spouse, is the trustee and has sole voting and
investment power.
(11)Includes 9,000 shares subject to options which are either currently
exercisable or will become exercisable within sixty (60) days of the date
of mailing of this Proxy Statement.
(12)Includes options to purchase 582,892 shares which are either currently
exercisable or will become exercisable within sixty (60) days of the date
of mailing of this Proxy Statement. Does not include 1,764,747 shares
subject to outstanding options which options are not currently exercisable
and will not become exercisable within sixty (60) days of the date of
mailing of this Proxy Statement.
<PAGE>
SHAREHOLDER PROPOSALS
Appropriate proposals of shareholders intended to be presented at the
Company's 2000 Annual Meeting of Shareholders pursuant to Rule 14a-8 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must
be received by the Company by December 10, 1999 for inclusion in its Proxy
Statement and form of proxy relating to that meeting. In addition, all
shareholder proposals submitted outside of the shareholder proposal rules
promulgated pursuant to Rule 14a-8 under the Exchange Act must be received by
the Company by February 23, 2000 in order to be considered timely. If such
shareholder proposals are not timely received, proxy holders will have
discretionary voting authority with regard to any such shareholder proposals
which may come before the Annual Meeting. With regard to such shareholder
proposals, if the date of the 2000 Annual Meeting is subsequently advanced or
delayed by more than thirty days from the date of the 1999 Annual Meeting, the
Company shall, in a timely manner, inform Shareholders of the change and the
date by which proposals must be received.
UPON THE WRITTEN REQUEST OF ANY RECORD OR BENEFICIAL OWNER OF COMMON
STOCK OF THE COMPANY WHOSE PROXY WAS SOLICITED IN CONNECTION WITH THE SPECIAL
MEETING OF SHAREHOLDERS, THE COMPANY WILL FURNISH SUCH OWNER, WITHOUT CHARGE, A
COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998.
REQUESTS FOR A COPY OF SUCH ANNUAL REPORT ON FORM 10-K SHOULD BE ADDRESSED TO
CLINTON McKELLAR, JR., ESQ., SECRETARY, THE PROFIT RECOVERY GROUP INTERNATIONAL,
INC., 2300 WINDY RIDGE PARKWAY, SUITE 100 NORTH, ATLANTA, GEORGIA 30339-8426.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO SIGN, COMPLETE, DATE AND
RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE
AFFIXED.
By Order of the Board of Directors:
/s/ John M. Cook
JOHN M. COOK
Chairman of the Board and
Chief Executive Officer
Dated: _________, 1999
<PAGE>
THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR USE AT THE SPECIAL MEETING OF SHAREHOLDERS ON SEPTEMBER 15, 1999
The undersigned Shareholder hereby appoints John M. Cook, Donald E. Ellis,
Jr., Clinton McKellar, Jr. or any of them, with full power of substitution, to
act as proxy for, and to vote the stock of, the undersigned at the Special
Meeting of Shareholders of THE PROFIT RECOVERY GROUP INTERNATIONAL, INC. (the
"Company") to be held on September 15, 1999, and any adjournments thereof. The
undersigned acknowledges receipt of Notice of Special Meeting of Shareholders
and Proxy Statement, each dated ________, 1999, and grants authority to said
proxies, or their substitutes, and ratifies and confirms all that said proxies
may lawfully do in the undersigned's name, place and stead. The undersigned
instructs said proxies to vote as indicated hereon. PLEASE VOTE, SIGN, DATE AND
RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
1. Amendment to the Articles of Incorporation to increase the number of
shares of Company Common Stock which the Company shall have the
authority to issue from 60,000,000 shares to 200,000,000 shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. Upon such other matters as may properly come before the meeting or any
adjournment thereof.
THE PROXIES SHALL VOTE AS SPECIFIED ABOVE, OR IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR THE AMENDMENT TO THE ARTICLES OF INCORPORATION. IF ANY
OTHER MATTER NOT PROPOSED IS PROPERLY PRESENTED AT THE SPECIAL MEETING OF
SHAREHOLDERS, THE PROXIES NAMED HEREIN WILL VOTE ON SUCH MATTER IN THEIR
DISCRETION.
Dated:________________________________, 1999
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(Signature)
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(Signature)
(Shareholders should sign exactly as name appears on stock.
Where there is more than one owner, each should sign.
Executors, Administrators, Trustees and others signing in a
representative capacity should so indicate.)
Please enter your Social Security Number or Federal Employer
Identification Number here:
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