-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UybQNd6/Of1KW3fK9BMBFydjTkyYYn8P4xpvqiZOm8DhnnagRVWoUHErjrsHuQb1 lMR3EodmckrzxIrjJPz80A== 0001104659-08-003844.txt : 20080122 0001104659-08-003844.hdr.sgml : 20080121 20080122163111 ACCESSION NUMBER: 0001104659-08-003844 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080122 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080122 DATE AS OF CHANGE: 20080122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Information Services Group Inc. CENTRAL INDEX KEY: 0001371489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 205261587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33287 FILM NUMBER: 08542193 BUSINESS ADDRESS: STREET 1: 725 OENOKE RIDGE ROAD CITY: NEW CANAAN STATE: CT ZIP: 06840 BUSINESS PHONE: 203-904-8600 MAIL ADDRESS: STREET 1: 725 OENOKE RIDGE ROAD CITY: NEW CANAAN STATE: CT ZIP: 06840 8-K 1 a08-1579_38k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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 (Date of earliest event reported) January 22, 2008 (January 18, 2008)

 

Information Services Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33287

 

20-5261587

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

incorporation)

 

 

 

Identification No.)

 

Four Stamford Plaza

107 Elm Street

Stamford, CT 06902

(Address of principal executive offices)

 

(203) 517-3100

(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 ( see General Instruction A.2 below):

 

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 Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

                (d)           On January 18, 2008, Gerald S. Hobbs and Donald C. Waite III were named to the Board of Directors of Information Services Group, Inc. (“ISG”) and appointed members of the Audit, Compensation, and Nominating and Corporate Governance Committees effective immediately.  On January 18, 2008, pursuant to the 2007 Equity Incentive Plan, the following members of the ISG Board of Directors each received a grant of 69,444 restricted stock units of ISG common stock: Robert J. Chrenc, Gerald S. Hobbs, R. Glenn Hubbard, Donald C. Waite III  and Robert E. Weissman.  This grant represents compensation for their service on the Board of Directors for the next two years and the ISG directors are not expected to receive any other compensation from ISG during this period.  The restricted stock units shall become vested in three equal installments on each of the first, second and third anniversaries of January 18, 2008 (or earlier in the event of a change of control of ISG or such director’s death or disability).

 

                A press release announcing the election of Messrs. Hobbs and Waite was issued on January 22, 2008, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein in its entirety.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d)           Exhibit.

 

99.1         Press Release dated January 22, 2008

 

 

 

2



 

SIGNATURES

 

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.

 

Dated: January 22, 2008

INFORMATION SERVICES GROUP, INC.

 

 

By:

/s/ Michael P. Connors

 

 

 

Michael P. Connors

 

 

Chairman and Chief Executive Officer

 

 

3



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

99.1

Press Release dated January 22, 2008

 

 

4


EX-99.1 2 a08-1579_3ex99d1.htm EX-99.1

 

Exhibit 99.1

 

 

 

 

 

 

Press Contact:

 

 

Barry Holt

 

 

203-517-3110

 

 

bholt@informationsg.com

 

 

 

 

 

Investor Contact:

 

 

Frank Martell

 

 

203-517-3104

 

 

fmartell@informationsg.com

 

 

Information Services Group Names Hobbs, Waite to Board of Directors

 

Addition of Two Veteran Business Leaders Expands Board to Six

 

STAMFORD, Conn., January 22, 2008 — Information Services Group, Inc. (ISG) (AMEX: III.U, III, III.WS), formed in 2006 to build an industry-leading, high-growth information-based services company, announced today that Gerald S. Hobbs, a leading information services and media executive, and Donald C. Waite III, a highly regarded executive in management consultancy, have been elected to its Board of Directors.

 

The appointments are effective immediately.  With the addition of Hobbs and Waite, the ISG Board of Directors expands to six members, five of whom are independent directors.

 

“Jerry Hobbs and Don Waite bring tremendous industry expertise, business acumen and outstanding leadership skills to the ISG Board of Directors,” said Michael P. Connors, Chairman and Chief Executive Officer of ISG.  “Their vast knowledge of the information services industry, advisory services to executives in major corporations worldwide and strong CEO and Board level relationships will help accelerate ISG into a high-growth information-based services company.  We look forward to the many contributions they will make to our growth and success.”

 

Gerald S. Hobbs

 

Hobbs is a managing director and an operating partner at Boston Ventures. Previously, he was the Chairman and CEO of VNU, Inc. (now The Nielsen Company), a leading business, marketing and media information services company.  Under Hobbs, VNU rapidly expanded into a multi-billion dollar company by acquiring more than 60 media and information services companies over ten years.

 

He began his career with Procter & Gamble in brand management before joining Billboard Publications, Inc. (later BPI), a media information company in 1969.  In 1984, he led a management buyout of BPI, and later sold the business to Affiliated Publications, publisher of the Boston Globe, but remained as CEO, leading the business through a period of rapid expansion. In 1991, Hobbs and a partnership group purchased a majority interest in BPI, and in 1994 he presided over the sale of BPI to VNU.

 

Hobbs is past Chairman and Director of American Business Media and the Advertising Council, Inc.  He is currently a Director of BNA, Inc. and The Nielsen Company.

 

 

 



 

 

Donald C. Waite III

 

Waite is the Director of the Executives-in-Residence Program at Columbia Graduate School of Business, where he is an adjunct professor.  Previously, he was one of the top three executives worldwide with McKinsey & Company, the international management consulting firm. He retired from the firm in 2002 after 36 years of service.

 

Waite spent his career with McKinsey in both the U.S. and Europe where he helped build its European financial and services practices. He later returned to New York and assumed global leadership of McKinsey’s banking and securities practice, which was later combined with its financial institutions practice.  Beginning in 1990, Waite was managing partner of five McKinsey offices in the northeast U.S. (New York, Boston, New Jersey, Stamford, Washington), and from 1996 to 2002, he was one of three executives leading the firm and was chairman of the firm’s Investment and Compensation Committees.

 

Throughout his career, Waite has maintained a focus on the management of firms employing high-talent professionals.  He has worked extensively with senior executives in professional services firms including investment banks, advertising and media companies, on matters of strategy, organization and the retention and motivation of their professional staff.

 

Waite received an MBA degree with honors from Columbia Graduate School of Business, where he was a Harriman Scholar, and a B.A., with distinction, from Dartmouth College.  He serves as a Director of Presstek, Inc.

 

* * * *

 

In addition to Hobbs and Waite, the ISG Board of Directors includes Robert J. Chrenc, Michael P. Connors, R. Glenn Hubbard and Robert E. Weissman.  For more information about the ISG Board of Directors and to view complete biographies of Board members, visit http://www.informationsg.com/governance.html.

 

 

About Information Services Group, Inc.

 

Information Services Group, Inc. (ISG) was founded in 2006 to build an industry-leading, high-growth, information-based services company by acquiring and growing businesses in advisory, data, business and media information services.  In November 2007, the company acquired TPI, the largest sourcing advisory firm in the world.  Based in Stamford, Conn., ISG has a proven leadership team with global experience in information-based services and a track record of creating significant value for shareowners, clients and employees.  For more, visit www.informationsg.com.

 

 

Forward Looking Statements

 

This communication contains “forward-looking statements” which represent the current expectations and beliefs of management of ISG concerning future events and their potential effects. Statements contained herein including words such as “anticipate,” “believe,” “contemplate,” “plan,” “estimate,” “expect,” “intend,” “will,” “continue,” “should,” “may,” and other similar expressions, are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are not guarantees of future results and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated.  Those factors include, without limitation: (1) the ability to successfully combine the businesses of ISG and TPI; (2) the amount of cash available, operating costs and

 



 

business disruption following the acquisition, including adverse effects on relationships with employees; (3) changes in the stock market and interest rate environment that affect revenues; (4) diversion of management time on acquisition related issues; (5) reaction of TPI clients to the transaction; (6) retention of key employees following closing; (7) general economic conditions such as inflation; and (8) general political and social conditions such as war, political unrest and terrorism.  The risks also relate to inherent business, economic and competitive uncertainties and contingencies relating to the businesses of ISG and TPI including: (1) failure to secure new engagements or loss of important clients; (2) ability to hire and retain enough qualified employees to support operations; (3) ability to maintain or increase billing and utilization rates; (4) management of rapid growth; (5) success of expansion internationally; (6) competition; (7) ability to move the product mix into higher margin businesses; (8) operating TPI as a public company; (9) healthcare and benefit cost management; (10) ability to protect ISG and TPI’s intellectual property and the intellectual property of others; (11) currency fluctuations and exchange rate adjustments; (12) ability to successfully consummate or integrate strategic acquisitions; and (13) ability to achieve the cost reduction and productivity improvements contemplated by the previously announced “Value Creation Plan.”  Certain of these and other applicable risks, cautionary statements and factors that could cause actual results to differ from ISG’s forward-looking statements are included in ISG’s filings with the U.S. Securities and Exchange Commission (“SEC”), specifically as described in ISG’s annual report on Form 10-K for the fiscal year ended December 31, 2006, and ISG’s definitive proxy statement.  ISG undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

 


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