Hireright Inc - Current report filing (8-K)
June 10 2008 - 5:07AM
Edgar (US Regulatory)
UNITED STATES
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
Date of Report:
June 9, 2008
(Date of earliest event
reported)
HIRERIGHT, INC.
(Exact name of registrant as
specified in its charter)
Commission File Number:
001-33613
Delaware
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33-0465016
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(State
or other jurisdiction of incorporation)
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(IRS
Employer Identification No.)
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5151 California Avenue, Irvine,
California 92617
www.hireright.com
(Address of principal
executive offices, including zip code)
(949) 428-5800
(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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
x
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.
(a) HireRight, Inc., a Delaware corporation (the
Company
), announced that it has entered into an Agreement
and Plan of Merger, dated as of June 9, 2008 (the
Merger
Agreement
), with US Investigations Services, LLC, a Delaware
limited liability company (
USIS
) and
Hercules Acquisition Corp., a Delaware corporation and wholly owned subsidiary
of USIS (the
Merger Sub
), pursuant to which
Merger Sub will merge with and into the Company (the
Merger
),
with the Company continuing as the surviving corporation.
Pursuant to the Merger Agreement,
at the effective time of the Merger, each outstanding share of common stock,
par value $0.01 per share, of the Company (the
Shares
),
other than Shares owned by USIS or Merger Sub or any of their direct or
indirect wholly owned subsidiaries, or by any direct or indirect wholly owned
subsidiary of the Company, or by any stockholders who are entitled to and who
properly exercise appraisal rights under Delaware law, shall be canceled and
shall be converted automatically into the right to receive $15.60 in cash,
without interest.
The Merger is conditioned on,
among other things, the adoption of the Merger Agreement by the stockholders of
the Company and the termination or expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Company may terminate the
Merger Agreement if its board of directors determines, after consultation with
its outside legal and financial advisors, that is has received an unsolicited
bona fide
Superior Proposal, as defined in the Merger
Agreement, and otherwise complies with certain terms of the Merger Agreement,
including a provision requiring the Company (i) to notify USIS of the
terms of any such Superior Proposal and (ii) to provide USIS with an
opportunity to match such Superior Proposal.
In addition, in connection with any such termination, the Company must
pay a fee of $1,950,000 to Merger Sub if the termination occurs within 40 days
following the execution of the Merger Agreement or results from a proposal
received by the Company during such period, and a fee of $5,365,000 in the case
of any other such termination.
The foregoing description of the
Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
(b) In connection with the Merger Agreement, and in order to
induce Merger Sub and USIS to enter into the Merger Agreement, Merger Sub, USIS
and certain stockholders of the Company holding in the aggregate approximately
43% of the Companys outstanding shares of common stock, concurrently with the
execution and delivery of the Merger Agreement, entered into a Voting
Agreement, dated as of
June 9, 2008 (the
Voting Agreement
)
, pursuant to which USIS and certain
stockholders of the Company agreed to vote in favor of the transactions
contemplated by the Merger Agreement, subject to the terms and conditions set
forth in the Voting Agreement. The
obligation of the stockholders under the Voting Agreement to vote for the
Merger is conditioned upon the Company not having terminated the Merger Agreement
to pursue a Superior Proposal. In
addition, the obligation of certain stockholders holding approximately 16% of
the outstanding shares is also conditioned upon the board of directors not
having changed its recommendation with respect to the Merger as a result of an Intervening
Event, as defined in the Merger Agreement.
The foregoing description of the
Voting Agreement does not purport to be complete and is qualified in its
entirety by reference to the Voting Agreement, which is attached as Exhibit 2.2
to this Current Report on Form 8-K and is incorporated herein by
reference.
2
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is being filed with this Current Report on Form 8-K:
2.1
Agreement
and Plan of Merger, dated as of June 9, 2008, by and among HireRight, Inc., Hercules Acquisition
Corp. and US Investigations Services, LLC.
2.2
Voting
Agreement, dated June 9,
2008, by and among Hercules Acquisition Corp., US Investigations Services, LLC
and certain stockholders of HireRight, Inc.
99.1
Press
Release, dated June 9,
2008, of HireRight, Inc., announcing the Agreement and Plan of Merger.
3
SIGNATURE
Pursuant
to the requirements 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.
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HIRERIGHT, INC.,
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a Delaware corporation
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By:
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/s/ Eric J. Boden
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Eric J. Boden
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Chief Executive Officer
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Date: June 9, 2008
4
EXHIBIT INDEX
Exhibit
Number
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Description
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2.1
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Agreement and Plan of
Merger, dated as of June 9,
2008, by and among HireRight, Inc., Hercules Acquisition Corp. and US
Investigations Services, LLC.
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2.2
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Voting Agreement, dated
June 9, 2008, by and
among Hercules Acquisition Corp., US Investigations Services, LLC and certain
stockholders of HireRight, Inc.
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99.1
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Press Release, dated
June 9, 2008, of
HireRight, Inc., announcing the Agreement and Plan of Merger.
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5
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