Huron Consulting Group Inc. Form 8-K Dated January 9, 2007
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
January 9,
2007
Date
of
Report (Date of earliest event reported)
Huron
Consulting Group Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50976
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01-0666114
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation or organization)
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File
Number)
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Identification
Number)
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550
West Van Buren Street
Chicago,
Illinois
60607
(Address
of principal executive offices)
(Zip
Code)
(312)
583-8700
(Registrant’s
telephone number, including area code)
_____________________
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
2.01. Completion
of Acquisition or Disposition of Assets.
On
January 8, 2007, we filed a Current Report on Form 8-K reporting that we
have entered into a definitive agreement to acquire Glass & Associates, Inc.
(“Glass”). This transaction was subsequently consummated on January 9,
2007. Pursuant to a Stock Purchase Agreement by and among Glass, the
shareholders of Glass, Huron Consulting Group Holdings LLC, and Huron Consulting
Group Inc., dated as of January 2, 2007 (the “Glass Agreement”) and joinder
agreements by and between certain Glass shareholders and Huron Consulting
Group
Holdings LLC, dated as of January 2, 2007 (the “Joinders”), we acquired
Glass for an aggregate purchase price at closing of approximately
$30 million in cash, subject to standard post-closing adjustments. As
described in detail in the Glass Agreement and the Joinders, additional purchase
consideration is payable in cash if specific performance targets are met
over
the next four years. The amount of additional purchase consideration that
may
become payable is not determinable at this time, but the aggregate amount
that
potentially may be paid could be significant. We would expect, however, to
fund
such payments using cash flows generated from our operations.
The
foregoing description is qualified in its entirety by reference to the text
of
the Glass Agreement and the Joinders, copies of which were filed as Exhibits
2.2, 2.3, 2.4, 2.5, 2.6, 2.7, respectively, to the Current Report on Form
8-K
dated December 29, 2006 and filed on January 8, 2007, and are
incorporated by reference herein.
In
addition to historical information, this Current Report on Form 8-K contains
forward-looking statements as defined in Section 21E of the Securities Exchange
Act of 1934 and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are identified by words such as “may,” “should,”
“could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” or
“continue.” These forward-looking statements reflect our current expectation
about our future performance or achievements. These statements involve known
and
unknown risks, uncertainties and other factors that may cause actual performance
or achievements to be materially different from any expressed by these
forward-looking statements. Please see “Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2005 and in other documents that
we file with the Securities and Exchange Commission for a complete description
of the material risks we face.
Item
9.01. Financial
Statements and Exhibits.
| (a) |
Financial
statements of businesses acquired.
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The
financial statements of Glass & Associates, Inc. will be filed by amendment
to this report no later than March 28, 2007.
| (b) |
Pro
forma financial information.
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The
pro
forma financial information for the acquisition of Glass & Associates, Inc.
will be filed by amendment to this report no later than March 28,
2007.
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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Huron
Consulting Group Inc.
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(Registrant)
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Date:
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January 10,
2007
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/s/
Gary L. Burge
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Gary
L. Burge
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Vice
President,
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Chief
Financial Officer and
Treasurer
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