Hireright Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 10 2008 - 5:13AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to
§240.14a-12
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HIRERIGHT,
INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary
materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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THIS FILING CONSISTS OF AN EMAIL TO THE
COMPANYS CUSTOMERS INFORMING THEM OF THE PROPOSED MERGER.
June 9, 2008
Dear HireRight Customer,
This afternoon we announced
exciting news -- a definitive agreement to merge HireRight and the commercial
services business unit of USIS. Our combination will position us as one of the
largest and most capable background screening solutions provider in the
world. Our intention with this merger is
not to be the biggest screening provider in the industry, but to be the best.
This merger will enhance our ability to deliver you distinct advantages,
including a state-of-the-art solutions platform, robust technical and
operational capabilities, an extensive services portfolio, deep industry
subject matter expertise, and financial strength. Our combined organization
will continue to provide you innovative, on-demand screening applications built
with state-of-the-art technologies providing outstanding user experience and
quality, the fastest turn-around times, and extensive process and workflow
automation.
As your background and drug
screening, and employment eligibility requirements continue to evolve in the
years ahead, we will be well positioned to deliver best-in-class solutions that
evolve with them. By combining the HireRight culture of customer focus and
innovation, the strength and integrity of our team and the quality and depth of
our technology-based solutions with the deep vertical expertise in the
transportation and retail sectors, unique data sources and services, and
security expertise of USIS, the combined company will be able to offer you a
wider range of solutions and better meet your needs in the future.
I want to reassure you that
through this transition and beyond, we will continue to provide you with the
same high levels of service you have become accustomed to with our solutions
and the wide range of screening services we deliver to you today. In fact, the
increased scale of the business will ensure that we can continue to deliver the
most comprehensive and highest value solutions in the industry. Our focus on anticipating
and meeting your needs will continue to expand as we gain valuable new business
capabilities.
I joined HireRight in 1999 when
the company had just a handful of customers. Although we were not one of the
largest providers at the time, what we did have was a unique vision for the
future of the industry and the power that technology could have in transforming
the way employers conducted employment screening. In the years since, HireRight
has grown considerably while our vision has remained unchanged. Our merger with
USIS will allow us to even more aggressively pursue this vision, resulting in
substantial benefits to our customers in the years ahead.
I expect that you may have a
variety of questions about this announcement. As such, weve created a web site
available through HireRight.com where well provide the most up-to-date
information available. This site can be
found at: http://www.hireright.com/merger. In addition, we are providing
further details to our Account Managers who will be reaching out to you or
others at your company over the next few days.
Sincerely,
Eric Boden
Chairman and CEO
Please forward this email as
appropriate to others in your organization to ensure weve reached everyone
necessary.
Please do not respond to this
email since the reply will go to a non-active mail box.
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About USIS
USIS
is a leading provider of security screenings, background investigations,
employment and drug screening services, automotive insurance underwriting
services, and national security solutions to government and corporate clients.
Headquartered in Falls Church, Va., the company has more than 7,000 employees
that support business operations in all 50 states, U.S. territories, and
overseas. USIS was formed in July 1996 following a White House initiative
that led to the establishment of US Investigations Services, Inc. (USIS)
as the first privatization of a government program into the private sector. Today,
the company is owned by Providence Equity Partners, the largest global private
equity firm dedicated to investing in the media, information services and
communications industries.
USIS
three businesses include the Investigative Services Division, the largest
supplier of background investigations to the federal government and a provider
of screening services to law enforcement agencies and first responder
organizations; the Commercial Services Division, one of the nations largest
employment and drug screening companies that serves the needs of more than
33,000 businesses across the U.S.; and the National Security Division, a global
provider of specialized national security solutions that support the mission
critical needs of a wide-range of federal programs.
About HireRight
HireRight
is a leading provider of on-demand employment background and drug screening
solutions that help employers efficiently implement, manage and control
screening programs. Many companies, including more than 65 of the Fortune 500,
trust HireRight because the company delivers customer-focused solutions that
provide greater efficiency and faster results. HireRight also provides
pre-integrated employment screening services through enterprise e-recruiting
solutions from top providers such as Oracle/PeopleSoft, Taleo, Vurv, ADP/VirtualEdge
and PeopleAdmin. HireRights worldwide headquarters are located in Irvine,
Calif., with offices and affiliates around the globe.
Additional Information about the Merger and Where to Find It
This communication is not a solicitation of a
proxy, an offer to purchase nor a solicitation of an offer to sell shares of
HireRight, and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should this proposed merger go forward.
In connection
with the proposed merger, HireRight plans to file a proxy statement with the
SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. A definitive proxy
statement will be sent to the stockholders of HireRight. Investors and security
holders may also obtain a free copy of the proxy statement (when available) and
other documents filed by HireRight with the SEC at the SECs web site at
http://www.sec.gov. Free copies of the proxy statement (when available) and
other documents filed by HireRight with the SEC may also be obtained by
requesting them in writing from HireRight at 5151 California Avenue, Irvine, CA
92617, or by telephone at 949.428.5855.
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Proxy Solicitation
HireRight and its directors, executive
officers and other members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders in connection
with the proposed merger. Information concerning the interests of HireRights
participants in such solicitation,
including their respective security holdings, is set forth in
HireRights annual proxy statement, which was filed with the Securities and
Exchange Commission on April 8, 2008. Investors may obtain additional
information regarding this transaction, HireRight and the interests of HireRights
participants in such solicitation by reading the proxy statement for such
merger when it becomes available.
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995
This message may contain forward-looking statements based on current
expectations, estimates and projections about our industry, managements
beliefs, and certain assumptions made by the companies. Words such as anticipates,
expects, intends, plans, believes, seeks, estimates, may, will
and variations of these words or similar expressions are intended to identify
forward-looking statements. These statements include, but are not limited to
statements regarding the impact of the merger, including but not limited to,
the companies expectations with respect to the combined companies available
solutions, leadership position, competitive strengths and positioning; client
base, as well as the anticipated synergies, efficiencies and advantages
resulting from the merger; the approval of the merger transaction by
stockholders and regulators; the satisfaction of the closing conditions to the
merger transaction; the lack of financing conditions; the completion of the
merger on stated terms; and the timing of the completion of the merger
transaction. Such statements speak only as of the date hereof and are subject
to change. The companies undertake no obligation to revise or update publicly
any forward-looking statements for any reason. These statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual
results could differ materially and adversely from those expressed in any
forward-looking statements as a result of various factors. Important factors
that may cause such a difference include, but are not limited to, the risk the
companies businesses and their relationships with customers, employees or
suppliers could suffer due to the uncertainty relating to the merger; that the
merger may not be consummated, may be consummated on different terms or may be
delayed; that anticipated synergies and strategic benefits from the merger may
not be fully realized; that a failure to satisfy conditions to close the
merger, including obtaining the requisite regulatory and stockholder approvals,
may occur; and the various other risks and uncertainties described in the Risk
Factors section of HireRights Annual Report on Form 10-K for the year
ended December 31, 2007, and the general economic and political conditions
and specific conditions that may impact company operations, including hiring
trends. Further information on HireRight, Inc., including additional risk
factors that may affect forward looking statements, is contained in its Annual
Report on Form 10-K and in its other SEC filings that are available
through the SECs website (www.sec.gov).
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