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 29, 2008
(Date of earliest event
reported)
HIRERIGHT, INC.
(Exact name of registrant as
specified in its charter)
Commission File Number:
001-33613
Delaware
|
|
33-0465016
|
(State
or other jurisdiction of incorporation)
|
|
(IRS
Employer Identification No.)
|
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)
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 July 29, 2008,
HireRight, Inc., a Delaware corporation (
HireRight
or the
Company
), US
Investigations Services, LLC, a Delaware limited liability company (
USIS
) and Hercules Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of USIS, entered into
Amendment No. 2 (the
Second Amendment
)
to the Agreement and Plan of Merger, dated June 9, 2008, by and among such
parties, as amended by Amendment No. 1 thereto, dated July 23, 2008
(the
First Amendment
).
The Second Amendment,
among other things, (i) increases the consideration payable to HireRight
stockholders to $19.75 per share in cash from $18.75 per share, (ii) provides
that any Superior Proposal, as defined in the amended merger agreement, be at
least $20.25 per share and (iii) sets the termination fee payable to USIS
by the Company under certain circumstances at $6,850,000. This fee, which was $5,365,000 in the
original merger agreement (or $1,950,000 in the event of an early termination),
was increased to $6,500,000 by the First Amendment. The Second Amendment was also conditioned
upon HireRights agreement not to disclose such amendment to the third party
referenced below prior to the execution of the Second Amendment.
The increased
consideration is in response to a binding proposal received by HireRight from a
third party to acquire HireRight at a price of $19.00 per share. Following the receipt of the third partys
binding proposal, HireRights Board of Directors unanimously determined such
proposal was a Superior Proposal, as defined in the previously amended merger
agreement between the Company and USIS. Given this determination, the
Board gave notice to USIS of its intention to terminate the USIS merger
agreement (and withdraw its recommendation of the pending merger of HireRight
and USIS) and accept the binding proposal received by the third party. In
accordance with the procedures set forth in the previously amended merger agreement,
USIS and HireRight then engaged in negotiations with respect to revised
proposals from USIS, ultimately agreeing to an increase in the consideration to
$19.75 per share and to otherwise amend the merger agreement as described
above.
The foregoing description
is qualified in its entirety by reference to the full text of the merger
agreement, the First Amendment and the Second Amendment, which are attached to
this Current Report on Form 8-K as Exhibits 2.1, 2.2 and 2.3,
respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits
are 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., US Investigations
Services, LLC, and Hercules Acquisition Corp. (incorporated by reference to Exhibit 2.1
to the Form 8-K filed by the Company on June 10, 2008)
2.2 Amendment No. 1 to the Agreement
and Plan of Merger, dated as of July 23, 2008, by and among HireRight, Inc.,
US Investigations Services, LLC, and Hercules Acquisition Corp. (incorporated
by reference to Exhibit 2.1 to the Form 8-K filed by the Company on July 24,
2008)
2.3 Amendment No. 2 to the Agreement
and Plan of Merger, dated as of July 29, 2008, by and among HireRight, Inc.,
US Investigations Services, LLC, and Hercules Acquisition Corp.
2