Huron Consulting Group Inc. Form 8-K Dated July 31, 2006
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
July 31,
2006
Date
of
Report (Date of earliest event reported)
Huron
Consulting Group Inc.
(Exact
name of registrant as specified in its charter)
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
August 1, 2006, we announced that we had acquired Document Review
Consulting Services LLC pursuant to a Membership Interest Purchase and
Sale
Agreement by and among Huron Consulting Group Holdings LLC, Document
Review
Consulting Services LLC, and Robert Rowe, dated as of July 31, 2006 (the
“Agreement”), for an aggregate purchase price of approximately
$17.4 million, consisting of $2.0 million cash paid at closing and
approximately $15.4 million of debt and liabilities assumed, $14.4 million
of which we immediately discharged. In addition, we may be required to
pay
additional purchase consideration if the acquired business meets specified
future performance targets. This transaction was closed on July 31,
2006.
The
foregoing description is qualified in its entirety by reference to the
text of
the Agreement, a copy of which is filed as exhibit 2.1 to this Current
Report on
Form 8-K.
Also
on
August 1, 2006, we announced that we had acquired Aaxis
Technologies.
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,”
“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.
Exhibit
2.1
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Membership
Interest Purchase and Sale Agreement by and among Huron Consulting
Group
Holdings, LLC, Document Review Consulting Services LLC, and
Robert Rowe,
dated as of July 31, 2006.
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Exhibit
99.1
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Press
release, dated August 1, 2006, announcing the purchases of Document
Review Consulting Services, LLC and Aaxis
Technologies.
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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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August 3,
2006
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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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