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| HIRE > SEC Filings for HIRE > Form 8-K on 24-Jul-2008 | All Recent SEC Filings |
24-Jul-2008
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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 Company's 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 Company's Current Report on Form 8-K filed on June 9, 2008 and is incorporated herein by reference.
(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.
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