Hireright Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
10 June 2008 - 8:12PM
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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(Rule 14a-101)
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SCHEDULE 14A INFORMATION
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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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o
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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o
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Definitive
Proxy Statement
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o
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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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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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o
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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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THIS FILING CONSISTS OF AN EMAIL TO THE COMPANYS EMPLOYEES INFORMING
THEM OF THE PROPOSED MERGER.
June 9, 2008
HireRight Team-
A few minutes ago we announced exciting news a definitive agreement
to merge HireRight with the commercial services business unit of USIS. Knowing
that this comes as a great surprise to most of you, Ive scheduled a series of
special Town Hall Meetings today and tomorrow so that I can outline the reasons
behind this merger, why we believe it is an exciting opportunity for the
company, and additional merger details. The dates and times of the Town Hall
Meetings are as follows.
Audience
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Location
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Date
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Time
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All Irvine Employees
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Irvine Town Hall
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Monday, June 9
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3pm
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All Remote Employees
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Webinar
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Monday, June 9
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4:00pm
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Extended Leadership Team
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Irvine - Town Hall
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Monday, June 9
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5:00pm
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All Tallinn Employees (Stefano)
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Tallinn Facility
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Tuesday, June 10
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11am (Tallinn)
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All Tallinn Employees (Q&A with Eric)
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Webinar
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Tuesday, June 10
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4:30pm (Tallinn)
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All Rancho Employees
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Rancho
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Tuesday, June 10
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11:00am
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Anyone Who Missed a Meeting
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Webinar
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Wednesday, June 11
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10:00am
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Nicki will be sending out meeting invitations for each of these
meetings shortly. Ive also asked Randy Dobbs, the CEO of USIS, to visit and he
will be coming to our Rancho and Irvine facilities on Tuesday, June 10.
Invitations for additional Town Hall meetings with Randy will be sent
shortly.
Prior to the Town Hall Meetings, let me provide a few high level
thoughts on the merger. When we began our conversations with USIS, I wouldnt
have guessed that it would lead to todays announcement. I didnt know much
about USIS as a company, its market focus, or vision for the future. What Ive
learned since, however, is that our combination presents a unique opportunity
to create a truly exceptional global leader in the employment screening
industry.
HireRight and USIS businesses are remarkably complementary. Youre
well aware of HireRights key strengths our culture of innovation and
customer focus, the strength of our team, the quality and depth of our
technology-based solutions, the breadth of our customer base, and the extent of
our partner network. USIS complements our strengths with deep vertical
expertise in the transportation, retail, and insurance industries, has direct
ownership of valuable data sources, and has the leverage of the largest
government sector business in the industry.
A combination of our two businesses will position us as one of the
largest and most capable screening solution providers in the world. We will
have many distinct advantages, including our solutions platform and technical
capabilities, our extensive services portfolio, strong financial resources and
subject matter expertise. As you know, we have five long-term strategic goals for
HireRight Maximize our Core Business, Expand Globally, Grow Small Business,
Be a Best
2
Company to Work For, and Be Socially Responsible. Our merger with USIS
will allow us to achieve these goals much faster; positioning us as the
preeminent screening company in the world.
One thing to note is that USIS is not a public company. Rather, USIS is
owned by Providence Equity Partners, an elite private equity company with a
strong track record helping fund and grow outstanding businesses. This focus on
growth is well aligned with our goals of growing our business both domestically
and globally, and means that we will continue to focus on expansion and being
the top player in the market.
Weve posted information on the HireRight Intranet at the following
link: http://intranet.hireright.com/merger. In case you get calls about this
announcement, weve provided our communication guidelines on this site as well.
Please take a moment to review them.
Having gone through several mergers during my career, I know that it
can be difficult to deal with the uncertainly that comes with a change like
this. Please know that I, along with my executive team and the senior team of
USIS, will do everything we can to communicate actively and openly with you and
to make decisions that reflect the best interests of our customers, employees,
and shareholders. I appreciate your ongoing commitment to HireRight, our
customers, and each other today and in the months ahead.
Sincerely, Eric
3
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.
4
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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