Hireright Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
24 July 2008 - 8:05PM
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 23, 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)
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
1.01. Entry Into a Material Definitive
Agreement.
On July 23, 2008, HireRight, Inc.,
a Delaware corporation (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 an Amendment (the
Amendment
) to the Agreement and Plan of
Merger, dated as of June 9, 2008, by and among such parties (the
Merger Agreement
) to increase the consideration payable to
the Companys stockholders from $15.60 in cash to $18.75 in cash, in each case
without interest.
In addition, the Amendment
provides for a one-tier termination fee of $6,500,000 in lieu of the previous
two-tier termination fee structure, which included an early termination fee of
$1,950,000 and a termination fee of $5,365,000 in the case of certain other
events.
The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by
reference to the Amendment, which is attached as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated herein by reference, and
the Merger Agreement, which was filed as Exhibit 2.1 to the Companys
Current Report on Form 8-K filed on June 9, 2008 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit is being filed with this Current Report on Form 8-K:
2.1
Amendment to the Agreement
and Plan of Merger, dated as of July 23, 2008, by and among HireRight, Inc.,
Hercules Acquisition Corp. and US Investigations Services, LLC.
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.
|
HIRERIGHT, INC.,
a Delaware corporation
|
|
|
|
|
|
By:
|
/s/ Eric J. Boden
|
|
|
Eric J. Boden
|
|
|
Chief Executive Officer
|
Date: July 24, 2008
3
EXHIBIT INDEX
Exhibit
Number
|
|
Description
|
2.1
|
|
Amendment to the
Agreement and Plan of Merger, dated as of July 23, 2008, by and among
HireRight, Inc., Hercules Acquisition Corp. and US Investigations
Services, LLC.
|
4
Hireright (MM) (NASDAQ:HIRE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Hireright (MM) (NASDAQ:HIRE)
Historical Stock Chart
From Jul 2023 to Jul 2024