Hireright Inc - Current report filing (8-K)
21 Août 2008 - 7:14PM
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:
August 21, 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)
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 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The discussion under Item 8.01 of this
Current Report is incorporated by reference in this Item 3.01.
On August 21, 2008, the Company
notified NASDAQ that each outstanding share of Common Stock was converted in
the Merger into the right to receive the Merger Consideration and that, as a
wholly owned subsidiary of USIS, the Company no longer met the listing requirements
for inclusion in the NASDAQ Global Market set forth in Rule 4426(b) of
the NASDAQ Marketplace Rules. Accordingly, the Company requested that NASDAQ
file a notification of removal from listing on Form 25 with the SEC with
respect to the Common Stock. In addition, the Company will file with the SEC a
certification and notice of termination of registration on Form 15,
requesting that the Common Stock be deregistered under Section 12(b) and
12(g) of the Securities Exchange Act of 1934, as amended (the
Exchange Act
), and that the reporting obligations of the
Company under Sections 13 and 15(d) of the Exchange Act be suspended.
Item 3.03. Material Modification to Rights of
Security Holders.
The
discussion under Item 8.01 of this Current Report is incorporated by
reference in this Item 3.03.
Item
5.01. Changes in Control of Registrant.
The
discussion under Item 8.01 of this Current Report is incorporated by
reference in this Item 5.01.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In
accordance with previously negotiated terms of the Merger Agreement, upon the
effectiveness of the Merger on August 21, 2008, Mssrs. Richard E. Allen,
Jeffrey H. Anderson, Thomas B. Blaisdell, Eric J. Boden, John P. Bowmer and
Cranston R. Lintecum and Ms. Margaret R. Taylor no longer serve on the
board of directors of the Company. The newly appointed board of directors of
the Company is comprised of officers of USIS.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In
connection with the Merger and pursuant to the Merger Agreement, the
Certificate of Incorporation of Merger Co. and the bylaws of Merger Co., each
as in effect immediately prior to the effective time of the Merger, are now the
Certificate of Incorporation and the bylaws of the Company (except with respect
to the name of the Company).
Item
8.01. Other Events.
On August 21,
2008, HireRight, Inc. (the
Company
)
completed its previously announced merger (the
Merger
)
with Hercules Acquisition Corp. (
Merger Co.
), a
wholly owned subsidiary of US Investigations Services, LLC (
USIS
). The Company
is the surviving entity and is now a wholly owned subsidiary of USIS.
The Merger was effected pursuant to an
Agreement
and Plan of Merger, dated as of June 9, 2008, among the Company, USIS and Merger Co., as amended by Amendment No. 1 thereto, dated July 23, 2008,
and Amendment No. 2 thereto, dated July 29, 2008 (the
Merger Agreement
)
. Pursuant to the terms of the Merger
Agreement: (i) each outstanding share of common stock of the Company, par
value $0.01 per share (the
Common Stock
),
was cancelled and automatically converted into the right to receive $19.75
payable in cash; and (ii) each stock option and warrant to purchase Common
Stock was cancelled and extinguished and the holder of such stock option
or warrant will, in full settlement of such stock option or warrant and in
exchange for the surrender to the Company of any certificate or other document
evidencing such stock option or warrant, receive from the Company an amount in
cash equal to the excess of $19.75 over the applicable option exercise price, in
each case without interest (the
Merger Consideration
).
The Merger Consideration will be paid to the Companys now-former stockholders
promptly following the receipt from them of their respective letters of
transmittals and evidence of ownership of shares of Common Stock. The form of
letter of transmittal (and related materials) will be delivered to the
Companys now-former stockholders promptly.
2
The foregoing description of the Merger
Agreement does not purport to be complete and is qualified in its entirety by
reference to (i) the Agreement and Plan of Merger, which was previously
filed as Exhibit 2.1 to the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission (the
SEC
)
on June 10, 2008; (ii) the Amendment to the Agreement and Plan of
Merger, which was previously filed as Exhibit 2.1 to the Companys Current
Report on Form 8-K filed with the SEC on July 24, 2008; and (iii) Amendment
No. 2 to the Agreement and Plan of Merger, which was previously filed as Exhibit 2.3
to the Companys Current Report on Form 8-K filed with the SEC on July 30,
2008.
On August 21, 2008,
the Company and USIS issued a joint press release announcing the consummation
of the Merger. A copy of the press release is attached hereto as Exhibit 99.1
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 8K:
99.1
Press Release, dated August 21, 2008,
issued by US Investigations Services, LLC and HireRight, Inc.
3
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.,
a Delaware corporation
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By:
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/s/ Eric J. Boden
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Eric J. Boden
Chief Executive Officer
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Date: August 21, 2008
4
EXHIBIT INDEX
Exhibit
Number
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Description
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99.1
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Press Release, dated August 21,
2008, issued by US Investigations Services, LLC and HireRight, Inc.
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5
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