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
May
5, 2005
Date of
Report (Date of earliest event reported)
Huron
Consulting Group Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware |
000-50976 |
01-0666114 |
|
(State
or other jurisdiction |
(Commission
|
(IRS
Employer |
|
Of
incorporation) |
File
Number) |
Identification
Number) |
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
1.01. |
Entry
Into a Material Definitive
Agreement. |
On May
10, 2005, we announced that we had acquired Speltz & Weis LLC pursuant to a
Membership Interest Purchase and Sale Agreement by and among Huron Consulting
Group Inc., Speltz & Weis LLC (“S&W”), SC Holding, LLC, David E. Speltz
and Timothy C. Weiss dated as of May 5, 2005 (the “Purchase and Sale
Agreement”). We acquired all of the outstanding membership interests of S&W
for $17 million, of which $14 million was paid in cash and $3 million will be
paid in three equal annual installments of $1 million (together with accrued
interest at 4% per annum) beginning on May 8, 2006. The purchase price is
subject to standard post-closing adjustments. In addition, we will pay the
sellers additional amounts based on (i) the performance of S&W during the
three-year period beginning June 1, 2005 and ending May 30, 2008 and (ii) the
amount of revenue we receive during that same period from referrals made by
S&W and its employees from existing referral sources.
The
foregoing description is qualified in its entirety by reference to the text of
the Purchase and Sale Agreement, a copy of which is filed as exhibit 2.1 to this
Current Report on Form 8-K.
In
addition to historical information, this Current Report on Form 8-K contains
forward-looking statements as defined in Section 21A 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.
|
Item
2.01. |
Completion
of Acquisition or Disposition of
Assets. |
The
information from Item 1.01 above is incorporated herein by reference in its
entirety.
|
Item
9.01. |
Financial
Statements and Exhibits. |
(a) Financial
Statements of Businesses Acquired.
The
information required by this item will be filed by amendment to this report no
later than July 25, 2005.
(b) Pro
Forma Financial Information.
The
information required by this item will be filed by amendment to this report no
later than July 25, 2005.
(c) Exhibits.
| Exhibit
2.1 |
|
Membership
Interest Purchase and Sale Agreement by and among Huron Consulting Group
Inc., Speltz & Weis LLC, and David E. Speltz and Timothy C. Weis,
dated as of May 5, 2005. |
| |
|
|
| Exhibit 99.1 |
|
Press Release, dated May 10,
2005, announcing the acquisition of Speltz & Weis
LLC. |
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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|
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Huron
Consulting Group Inc. |
| |
|
|
(Registrant) |
| |
|
|
|
| |
|
|
|
|
Date: |
May
10, 2005 |
|
/s/
Gary L. Burge |
| |
|
|
Gary
L. Burge |
| |
|
|
Vice
President, |
| |
|
|
Chief
Financial Officer and Treasurer |