Attached files
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EX-99.1 - EX-99.1 - PRGX GLOBAL, INC. | g22283exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 25, 2010
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
PRGX Global, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Georgia
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
0-28000 | 58-2213805 | |
(Commission File Number) | (IRS Employer Identification No.) |
600 Galleria Parkway, Suite 100, Atlanta, Georgia | 30339-5949 | |
(Address of Principal Executive Offices) | (Zip Code) |
770-779-3900
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01. | Entry into a Material Definitive Agreement. |
On February 25, 2010, PRGX UK Ltd. (PRGX UK), a wholly owned subsidiary of PRGX Global, Inc.
(PRGX), entered into a Share Purchase Agreement, pursuant to which PRGX UK acquired all of the
issued and outstanding capital stock of Etesius Limited (Etesius), a privately-held provider of
purchasing and payables technologies and spend analytics services based in Chelmsford, United Kingdom. The
consideration payable to the shareholders of Etesius is an initial payment of $2.8 million, with an
additional $1.2 million to be paid over four years after the closing date. The Etesius shareholders
may also receive up to an aggregate of $3.8 million in additional deferred consideration over that
four-year period depending on the future performance of certain segments of PRGX service lines.
Also, on February 25, 2010, PRGX issued a press release in connection with the Etesius
acquisition, a copy of which is furnished herewith as Exhibit 99.1.
Item 9.01. | Financial Statements and Exhibits |
(d) | Exhibits | |||||
The following exhibit is filed herewith: | ||||||
99.1 | Press Release dated February 25, 2010 |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
PRGX Global, Inc. |
||||
By: | /s/ Victor A. Allums | |||
Victor A. Allums | ||||
Senior Vice President, Secretary
and General Counsel |
||||
Dated: February 25, 2010
EXHIBIT INDEX
Exhibit | ||
Number | Description of Exhibits | |
99.1
|
Press Release dated February 25, 2010 |