Hireright Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
10 June 2008 - 8:15PM
Edgar (US Regulatory)
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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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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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Filing Party:
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Date Filed:
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THIS FILING CONSISTS OF AN
EMAIL TO THE COMPANYS PARTNERS INFORMING THEM OF THE PROPOSED MERGER.
June 9, 2008
Dear HireRight Partner,
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 providers in the world.
Our intention with this merger is not just to be one of the biggest screening
providers in the industry, but the best. This merger will enhance our ability
to deliver our customers 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 our customers with
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.
Our focus on partnerships will
continue to be an important part of our strategy. This merger will benefit our
partners by broadening our service offerings and our industry coverage, and
deepening our level of subject matter expertise, allowing us to better serve
the diverse needs of the customers of our partners. 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 uniquely positioned to meet the needs of our current and future customers.
In addition, with significantly increased scale, we will have greater resources
to stay at the forefront of industry innovation. The merger will also provide
our partners with exposure to a broader customer base.
I want to reassure you that
through this transition and beyond, we will continue to provide you and your
customers with the same high levels of responsiveness and attention you have
become accustomed to. In addition, we will continue to support and evolve the
HireRight technology platform and our partner integrations.
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 and partners 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, your usual partner contacts will
be reaching out to you shortly, and feel free to contact them with any
questions you have now or in the future.
We look forward to continuing
our strong relationship with you in the exciting times ahead!
Sincerely,
Eric Boden
Chairman and
CEO
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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