Hireright Inc - Current report filing (8-K)
July 11 2008 - 4:22PM
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:
July 7, 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
8.01. Other Events.
On June 9, 2008, HireRight, Inc.,
a Delaware corporation (the
Company
),
announced that it 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 the Merger Sub will merge with and into the Company (the
Merger
), with the Company continuing as the surviving
corporation.
The waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 for the proposed Merger was
terminated on July 7, 2008. Consummation of the Merger remains subject to
approval of the Merger Agreement by the Companys stockholders, as well as
other customary closing conditions.
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, a copy of which is attached as Exhibit 2.1
to the Companys Current Report on Form 8-K filed on June 9, 2008,
and is incorporated herein by reference.
Important Additional Information
and Where to Find It
This communication is being made in
respect of the proposed business combination involving the Company and Merger
Sub, a wholly owned subsidiary of USIS. In connection with this proposed
transaction, the Company intends to file with the Securities and Exchange
Commission (the
SEC
) a definitive proxy
statement and other related materials. The definitive proxy statement will be
mailed to the stockholders of the Company. BEFORE MAKING ANY DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THESE DOCUMENTS AND OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY
AND THE PROPOSED TRANSACTION. Investors and security holders can obtain copies
of the Companys materials (and all other offer documents filed with the SEC)
when available, at no charge on the SECs website: www.sec.gov. Copies can also
be obtained at no charge by directing a request for such
materials to the Company at 5151 California Avenue, Irvine, California
92617. Investors and security holders may also read and copy any reports,
statements and other information filed by the Company with the SEC, at the SEC
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 or visit the SECs website for further
information on its public reference room. The Companys directors, executive
officers and other members of management and employees may, under the rules of
the SEC, be deemed to be participants in the solicitation of proxies from the stockholders
of the Company in favor of the proposed transaction. Information about the
Company, its directors and its executive officers, and their ownership of the
Companys securities, is set forth in its proxy statement for the 2007 Annual
Meeting of Stockholders of the Company, which was filed with the SEC on April 8,
2008. Additional information regarding the interests of those persons may be
obtained by reading the proxy statement and other relevant materials to be
filed with the SEC when they become available.
Forward-Looking Statements
This
current report contains, among other things, certain statements of a
forward-looking nature. Such statements include all statements other than those
made solely with respect to historical fact. Numerous risks, uncertainties and
other factors may cause actual results to differ materially from those
expressed in any forward-looking statement. These factors include, but are not
limited to: (1) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement; (2) the
outcome of any legal proceedings that may be instituted against the Company and
others following the announcement of the transaction; (3) the inability to
complete the transaction due to the failure to satisfy the conditions thereto; (4) the
proposed transaction may disrupt current plans and operations and the potential
difficulties in employee retention as a result of the announcement of the
transaction; and (5) other factors described in the Companys filings with
the SEC, including its reports on Forms 10-K, 10-Q, and 8-K. Many of the
factors that will determine the outcome of the subject matter of this
communication are beyond the Companys ability to control or predict. The
Company undertakes no obligation to revise or update any forward-looking
statements, or to make any other forward-looking statements, whether as a
result of new information, future results or otherwise.
2
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: July 11, 2008
3
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