-----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, GPWakOXWs1wxUjfWVn4OJSSaUeDtuWakiEdpV0pYf83QLbyGSYOJ8CH8XDimjys0 KZKShGHm2HT/2kPRghT8Qg== 0000950142-08-001071.txt : 20080527 0000950142-08-001071.hdr.sgml : 20080526 20080527172557 ACCESSION NUMBER: 0000950142-08-001071 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 GROUP MEMBERS: GAP COINVESTMENTS CDA, L.P. GROUP MEMBERS: GAP COINVESTMENTS III, LLC GROUP MEMBERS: GAP COINVESTMENTS IV, LLC GROUP MEMBERS: GAPCO GMBH & CO. KG GROUP MEMBERS: GAPCO MANAGEMENT GMBH GROUP MEMBERS: GAPSTAR, LLC GROUP MEMBERS: GENERAL ATLANTIC LLC GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 84, L.P GROUP MEMBERS: HR ACQUISITIONS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEVITY HR INC CENTRAL INDEX KEY: 0001035185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 650735612 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53043 FILM NUMBER: 08861585 BUSINESS ADDRESS: STREET 1: 9000 TOWN CENTER PARKWAY CITY: BRADENTON STATE: FL ZIP: 34202 BUSINESS PHONE: 9417414300 MAIL ADDRESS: STREET 1: 9000 TOWN CENTER PARKWAY CITY: BRADENTON STATE: FL ZIP: 34202 FORMER COMPANY: FORMER CONFORMED NAME: STAFF LEASING INC DATE OF NAME CHANGE: 19970306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC LLC CENTRAL INDEX KEY: 0001017645 IRS NUMBER: 133503735 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC DATE OF NAME CHANGE: 19960626 SC 13D 1 sc13d_gevity.htm SCHEDULE 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

_______________________

Gevity HR, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

374393106

(CUSIP Number)

Thomas J. Murphy

c/o General Atlantic Service Company, LLC

3 Pickwick Plaza

Greenwich, Connecticut 06830

Tel. No.: (203) 629-8600

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

_______________________

May 15, 2008

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box  o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 


CUSIP No. 374393106

 

Page 2 of 23

                                                                                                

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

HR Acquisitions, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                       (a)  x

          (b)  o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

                                   o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,211,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,211,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,211,500

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.5%

14

TYPE OF REPORTING PERSON

 

OO

 

 


CUSIP No. 374393106

 

Page 3 of 23

                                                                                                

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

General Atlantic LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                       (a)  x

          (b)  o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

                                   o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,211,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,211,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,211,500

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.5%

14

TYPE OF REPORTING PERSON

 

OO

 


CUSIP No. 374393106

 

Page 4 of 23

                                                                                                

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

General Atlantic Partners 84, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                       (a)  x

          (b)  o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

                                        o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,211,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,211,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,211,500

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

                                        o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.5%

14

TYPE OF REPORTING PERSON

 

PN

 


CUSIP No. 374393106

 

Page 5 of 23

                                                                                                

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

GAP Coinvestments III, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                       (a)  x

          (b)  o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

                                        o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

2,211,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,211,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,211,500

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

                                                                                                                                                o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.5%

14

TYPE OF REPORTING PERSON

 

OO

 


CUSIP No. 374393106

 

Page 6 of 23

                                                                                                

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

GAP Coinvestments IV, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                       (a)  x

          (b)  o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

                                        o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,211,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,211,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

2,211,500

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

                                       o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.5%

14

TYPE OF REPORTING PERSON

 

OO

 


CUSIP No. 374393106

 

Page 7 of 23

                                                                                                

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

GapStar, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                       (a)  x

          (b)  o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

                                        o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,211,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,211,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

2,211,500

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

                                       o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.5%

14

TYPE OF REPORTING PERSON

 

OO

 

 


CUSIP No. 374393106

 

Page 8 of 23

                                                                                                

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

GAP Coinvestments CDA, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                       (a)  x

          (b)  o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

                                       o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,211,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,211,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

2,211,500

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

                                       o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.5%

14

TYPE OF REPORTING PERSON

 

PN

 


CUSIP No. 374393106

 

Page 9 of 23

                                                                                                

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

GAPCO GmbH & Co. KG

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                       (a)  x

          (b)  o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

                                       o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Germany

 

 

 

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,211,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,211,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

2,211,500

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

                                       o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.5%

14

TYPE OF REPORTING PERSON

 

PN

 


CUSIP No. 374393106

 

Page 10 of 23

                                                                                                

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

GAPCO Management GmbH

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                       (a)  x

          (b)  o

 

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

                                       o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Germany

 

 

 

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

-0-

8

SHARED VOTING POWER

 

2,211,500

9

SOLE DISPOSITIVE POWER

 

-0-

10

SHARED DISPOSITIVE POWER

 

2,211,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

2,211,500

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

                                       o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.5%

14

TYPE OF REPORTING PERSON

 

CO

 


CUSIP No. 374393106

 

Page 11 of 23

                                                                                                

 

Item 1. Security and Issuer.

This Statement on Schedule 13D relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Gevity HR, Inc., a Florida corporation (the “Company”). The address of the principal executive office of the Company is 9000 Town Center Parkway, Bardenton, Florida 34202.

Item 2. Identity and Background.

This Statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The members of the group are HR Acquisitions, LLC, a Delaware limited liability company (“HR”), General Atlantic LLC, a Delaware limited liability company (“GA”), General Atlantic Partners 84, L.P., a Delaware limited partnership (“GAP 84”), GapStar, LLC, a Delaware limited liability company (“GapStar”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”), GAP Coinvestments CDA, L.P., a Delaware limited partnership (“CDA”), GAPCO GmbH & Co. KG, a German limited partnership (“KG”), and GAPCO Management GmbH, a German corporation (“GmbH Management” and, collectively with GA, GAP 84, GapStar, GAPCO III, GAPCO IV, CDA and KG, the “Reporting Persons”). The Reporting Persons (other than KG and GmbH Management) are located at c/o General Atlantic Service Company, LLC, 3 Pickwick Plaza, Greenwich, Connecticut 06830. KG and GmbH Management are located at c/o General Atlantic GmbH, Koenigsallee 62, 40212 Duesseldorf, Germany. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.

 


CUSIP No. 374393106

 

Page 12 of 23

                                                                                                

 

GAP 84, GapStar, GAPCO III, GAPCO IV, CDA and KG are the sole members of HR. GA is the general partner of each of GAP 84 and CDA. GA is also the sole member of GapStar. The managing members of GAPCO III and GAPCO IV are managing directors of GA. GmbH Management is the general partner of KG. There are 29 managing directors of GA (the “GA Managing Directors”). The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and hereby incorporated by reference. The present principal occupation or employment of each of the GA Managing Directors is as a Managing Director of GA.

None of the Reporting Persons and none of the individuals on Schedule A has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.

Item 3. Source and Amount of Funds or Other Consideration.

An aggregate of 2,211,500 shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) was purchased by HR for an aggregate purchase price of $14,643,295.25 (including applicable commissions). The funds used to purchase such shares were obtained from contributions from the members of HR.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the Common Stock reported herein for investment purposes. The Reporting Persons also believe that there may be benefits to exploring a potential strategic transaction between the Company and TriNet Group Inc. (“TriNet”), a GA portfolio company that is majority owned by General Atlantic Partners 79, L.P. (an affiliate of the Reporting Persons), GAP-W, LLC (an affiliate of the Reporting Persons), GapStar, GAPCO III, GAPCO IV and KG. Consistent with such purposes, the Reporting Persons may engage in communications with, without limitation, one or more stockholders of the Company, management of the Company and one or more members of the board of directors of the Company.  These  

 


CUSIP No. 374393106

 

Page 13 of 23

                                                                                                

 

communications may include suggestions concerning the Company’s operations, prospects, business and financial strategies, strategic transactions, including the strategic transaction referred to above, assets and liabilities, business and financing alternatives and such other matters as the Reporting Persons may deem relevant to their investment in the Common Stock of the Company. Each Reporting Person expects that it will, from time to time, review its investment position in the Company and may, depending on the Company’s performance and other market conditions, increase or decrease its investment position in the Common Stock of the Company. In addition, the Reporting Persons may, from time to time, make additional purchases of Common Stock either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Company’s business, prospects and financial condition, the market for the Common Stock, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the Common Stock and/or enter into derivative transactions with institutional counterparties with respect to the Company’s securities, including the Common Stock.

Whether the Reporting Persons purchase any additional shares of Common Stock, dispose of any shares of Common Stock or encourage a strategic transaction between the Company and TriNet, and the amount and timing of any such transactions, will depend upon the Reporting Persons' continuing assessments of pertinent factors, including the availability of the Common Stock for purchase at particular price levels, the Company’s and the particular Reporting Person's business and prospects, other business investment opportunities available to the particular Reporting Person, economic conditions, stock market conditions, money market conditions, the actions of the Board of Directors, management of the Company and other stockholders of the Company, the availability and nature of opportunities to dispose of the

 


CUSIP No. 374393106

 

Page 14 of 23

                                                                                                

 

 particular Reporting Person's interest in the Company, to realize trading profits or minimize trading losses, and other plans and requirements of the particular Reporting Person. Depending upon its individual assessments of these factors from time to time, each Reporting Person may change its present intentions as stated above, including determining to acquire additional shares of Common Stock of the Company (by means of open market or privately negotiated purchases) or to dispose of some or all of the shares of Common Stock of the Company held by or under the control of such Reporting Person. In addition, each Reporting Person may from time to time enter into equity swap or other derivative transactions with respect to its investment in the Common Stock of the Company.

Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

Item 5. Interest in Securities of the Issuer.

(a)       As of the date hereof, HR owns of record 2,211,500 shares of Common Stock, representing 9.5% of the Company’s issued and outstanding Common Stock.

By virtue of the fact that (i) GAP 84, GapStar, GAPCO III, GAPCO IV, CDA and KG are the managing members of HR, (ii) GA is the general partner of each of GAP 84 and CDA, (iii) the managing members authorized and empowered to vote and dispose of the securities held by GAPCO III and GAPCO IV are the GA Managing Directors, (iv) GA is the sole member of GapStar and (v) the GA Managing Directors are authorized and empowered to vote and

 


CUSIP No. 374393106

 

Page 15 of 23

                                                                                                

 

dispose of the securities held by KG and GmbH Management, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock owned of record by HR. Each of the GA Managing Directors disclaims ownership of such shares beneficially owned by GA, except to the extent he has a pecuniary interest therein. As of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 2,211,500 shares of Common Stock (calculated on the basis of the number of shares of Common Stock which may be acquired by the Reporting Persons within 60 days), or 9.5% of the Company’s issued and outstanding shares of Common Stock.

(b)       Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 2,211,500 shares of Common Stock that may be deemed to be owned beneficially by each of them.

(c)       Except as set forth in this Item 5(c), Item 3 or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in shares of Common Stock during the past 60 days.

(d)       The dates upon which the Common Stock was purchased, the number of shares of Common Stock purchased and the price per share for all transactions in the shares of Common Stock in the past 60 days by HR are set forth on the table below:

 


CUSIP No. 374393106

 

Page 16 of 23

                                                                                                

 

 

Trade Date

Common Stock

Price Per Share

5/13/08

22,900

6.6027

5/14/08

27,100

6.5857

5/15/08

135,000

6.4327

5/16/08

119,500

6.4044

5/19/08

156,500

6.3212

5/20/08

170,000

6.0498

5/21/08

172,000

6.0993

5/22/08

150,000

6.1344

5/23/08

158,500

6.1840

 

 

 

Totals

1,111,500

$6.2353

 

 

 

 

(e)       No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.

 

(f)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

As noted above, GAP 84, GapStar, GAPCO III, GAPCO IV, CDA and KG are authorized and empowered to vote and dispose of the securities held by HR, the GA Managing Directors are authorized and empowered to vote and dispose of the securities held by GAPCO III and GAPCO IV, and GA is authorized and empowered to vote and dispose of the securities held by GAP 84, GapStar and CDA. The GA Managing Directors are also authorized and empowered to vote and dispose of securities held by KG and GmbH Management. Accordingly, GA and the GA Managing Directors may, from time to time, consult among themselves and coordinate the voting and disposition of the shares of Common Stock held by HR, as well as such other action taken on behalf of the Reporting Persons with respect to the shares of Common Stock held by HR as they deem to be in the collective interest of the Reporting Persons.

 


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Page 17 of 23

                                                                                                

Item 7. Materials to be Filed as Exhibits.

Exhibit 1:

Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

 


CUSIP No. 374393106

 

Page 18 of 23

                                                                                                

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 27, 2008.

 

 

HR ACQUISITIONS, LLC

 

By:    /s/ Matthew Nimetz  

Name: Matthew Nimetz
               Title: Managing Director

 

 

GENERAL ATLANTIC LLC

 

By:    /s/ Matthew Nimetz  

Name: Matthew Nimetz

Title: Managing Director

 

 

GENERAL ATLANTIC PARTNERS 84, L.P.

 

By:     General Atlantic LLC,

Its general partner

 

By:     /s/ Matthew Nimetz  

Name: Matthew Nimetz

Title: Managing Director

 

 

GAP COINVESTMENTS III, LLC

 

By:     /s/ Matthew Nimetz  

Name: Matthew Nimetz

Title: A Managing Member

 

 

GAP COINVESTMENTS IV, LLC

 

By:     /s/ Matthew Nimetz  

Name: Matthew Nimetz
               Title: A Managing Member

 

 


CUSIP No. 374393106

 

Page 19 of 23

                                                                                                

 

 

GAPSTAR, LLC

By:     General Atlantic LLC,

Its sole member

 

By:     /s/ Matthew Nimetz  

Name: Matthew Nimetz
               Title: Managing Director

 

 

GAP COINVESTMENTS CDA, L.P.

By:     General Atlantic LLC,

Its general partner

 

By:     /s/ Matthew Nimetz  

Name: Matthew Nimetz

Title: Managing Director

 

 

GAPCO GMBH & CO. KG

By:     GAPCO Management GmbH,

Its general partner

 

By:     /s/ Matthew Nimetz  

Name: Matthew Nimetz
               Title: Managing Director

 

 

GAPCO MANAGEMENT GMBH

 

By:     /s/ Matthew Nimetz  

Name: Matthew Nimetz
               Title: Managing Director

 

 


CUSIP No. 374393106

 

Page 20 of 23

                                                                                                

 

                        EXHIBIT 1

 

to SCHEDULE 13D

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13D-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.

Dated: May 27, 2008

HR ACQUISITIONS, LLC

 

By:

/s/ Matthew Nimetz

Name: Matthew Nimetz

Title:   Managing Director

 

GENERAL ATLANTIC LLC

 

By:

/s/ Matthew Nimetz

Name: Matthew Nimetz

Title:   Managing Director

 

 

GENERAL ATLANTIC PARTNERS 84, L.P.

 

By:

General Atlantic LLC,

Its general partner

 

By:

/s/ Matthew Nimetz

 

Name: Matthew Nimetz
Title:   Managing Director

 

 

GAP COINVESTMENTS III, LLC

 

By:

/s/ Matthew Nimetz

 

Name: Matthew Nimetz

Title:  A Managing Member

 

 

GAP COINVESTMENTS IV, LLC

 

By:

/s/ Matthew Nimetz

 

Name: Matthew Nimetz

Title:   A Managing Member

 


CUSIP No. 374393106

 

Page 21 of 23

                                                                                                

GAPSTAR, LLC

 

By:

General Atlantic LLC,

Its sole member

 

By:

/s/ Matthew Nimetz

 

Name: Matthew Nimetz

Title:   Managing Director

 

GAP COINVESTMENTS CDA, L.P.

 

By:

General Atlantic LLC,

Its general partner

 

By:

/s/ Matthew Nimetz

 

Name: Matthew Nimetz

Title:   Managing Director

 

 

GAPCO GMBH & CO. KG

 

By:

GAPCO Management GmbH,

Its general partner

 

By:

/s/ Matthew Nimetz

 

Name: Matthew Nimetz

Title:   Managing Director

 

GAPCO MANAGEMENT GMBH

 

By:

/s/ Matthew Nimetz

 

Name: Matthew Nimetz

Title:   Managing Director

 

 


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Page 22 of 23

                                                                                                

 

Schedule A

GA Managing Directors

Name

Business Address

Citizenship

Steven A. Denning (Chairman)

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

William E. Ford (Chief Executive Officer)

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

John Bernstein

83 Pall Mall, Fourth Floor
London SW1Y 5ES,
United Kingdom

United Kingdom

H. Raymond Bingham

228 Hamilton Avenue
Palo Alto. California 94301

United States

Peter L. Bloom

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

Mark F. Dzialga

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

Klaus Esser

Koenigsallee 62
40212 Dusseldorf, Germany

Germany

William O. Grabe

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

Abhay Havaldar

151 -152, 15th Floor
Maker Chamber VI
220 Nariman Point
Mumbai 400 021, India

India

David C. Hodgson

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

Rene M. Kern

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States and Germany

Jonathan Korngold

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

Christopher G. Lanning

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

Jeff X. Leng

Suite 2007-10, 20th Floor
One International Finance Center
1 Harbour View Street
Central Hong Kong

Hong Kong SAR

Anton J. Levy

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

 

 

 


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Marc F. McMorris

228 Hamilton Avenue
Palo Alto, California 94301,

United States

Thomas J. Murphy

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

Matthew Nimetz

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

Ranjit Pandit

151-152, 15th Floor
Maker Chamber VI
220 Nariman Point
Mumbai 400 021, India

United States and India

Andrew C. Pearson

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

Raul R. Rai

151-152, 15th Floor
Maker Chamber VI
220 Nariman Point
Mumbai 400 021, India

India

David A. Rosenstein

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

Sunish Sharma

151-152, 15th Floor
Maker Chamber VI
220 Nariman Point
Mumbai 400 021, India

India

Franchon M. Smithson

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

Oliver Thum

Koenigsallee 62
40212 Dusseldorf, Germany

Germany

Tom C. Tinsley

2401 Pennsylvania Avenue N.W.
Washington. D.C. 20037

United States

Xiaomeng Tong

Suite 2007-10, 20th Floor
One International Finance Center
1 Harbour View Street
Central Hong Kong

Hong Kong SAR

Philip P. Trahanas

3 Pickwick Plaza
Greenwich, Connecticut 06830

United States

Florian P. Wendelstadt

83 Pall Mall, Fourth Floor
London SW1Y 5ES,
United Kingdom

Germany

 

 


 

 

 

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