SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) June 5, 2003
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FIRST ADVANTAGE CORPORATION
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(Exact Name of the Registrant as Specified in Charter)
Delaware 0-50285 61-1437565
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
805 Executive Center Drive West, Suite 300, St. Petersburg, Florida 33702
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (727) 290-1000
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Not Applicable.
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On June 5, 2003, First Advantage Corporation completed its acquisition of
The First American Corporation's Screening Technology (FAST) division, comprised
of American Driving Records, Inc., Employee Health Programs, Inc., First
American Registry, Inc., HireCheck, Inc., SafeRent, Inc. and Substance Abuse
Management, Inc. First Advantage also completed its acquisition of US SEARCH.com
Inc. at the same time. The acquisitions were consummated by merging separate
wholly-owned subsidiaries of First Advantage with and into each company. First
Advantage is now the parent company of ADR, Registry, SafeRent, HireCheck, EHP,
SAMI, US SEARCH, and their subsidiaries.
In the mergers, each outstanding share of US SEARCH common stock was
converted into the right to receive 0.04 of a share of First Advantage Class A
common stock. First American received shares of First Advantage Class B common
stock in the transaction. First American now owns approximately 80% of the
outstanding shares of capital stock of First Advantage, and former stockholders
of US SEARCH own the remaining shares of capital stock of First Advantage. First
American now controls approximately 98% of the voting stock in First Advantage.
Please see the press release attached as Exhibit 99.1 to this report and
incorporated herein by reference.
Beginning June 6, 2003, shares of First Advantage Class A common stock
issued to former stockholders of US SEARCH will be listed for trading on the
Nasdaq National Market under the symbol "FADV."
First Advantage filed a registration statement on Form S-4 (No.
333-102565), as amended, registering under the Securities Act the shares of
Class A common stock to be issued to former stockholders of US SEARCH in the
acquisition of US SEARCH. The registration statement contains additional
information about the transaction.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
The following financial data are included in the proxy statement/prospectus
forming a part of pre-effective amendment number 5 to First Advantage's
registration statement on Form S-4 (No. 333-102565), and incorporated herein by
reference:
o audited combined balance sheets, statements of operations,
changes in stockholder's equity and cash flows of the FAST
division as of December 31, 2002 and 2001, and the results of
operations and cash flows of the FAST division for each of the
three years in the period ended December 31, 2002;
o unaudited balance sheet of SafeRent, Inc. for the year ended
December 31, 2001, unaudited balance sheet, statement of
operations, statement of changes in owners' equity and statement
of cash flows of SafeRent, Inc. for the nine months ended
September 30, 2002, unaudited statement of operations and
statement of cash flows of SafeRent, Inc. for the nine months
ended September 30, 2001, and balance sheets, statements of
operations, statements of owners' equity and statements of cash
flows of SafeRent, Inc. for the years ended December 31, 2001
(unaudited) and 2000;
o balance sheet of Employee Health Programs, Inc. for the year
ended December 31, 2001, unaudited balance sheet, statement of
income, statement of changes in stockholders' equity and
statement of cash flows of Employee Health Programs, Inc. for the
nine months ended September 30, 2002, unaudited statements of
income and statements of cash flows of Employee Health Programs,
Inc. for the nine months ended September 30, 2001, and balance
sheets, statements of income, statements of stockholders' equity
and statements of cash flows of Employee Health Programs, Inc.
for the years ended December 31, 2001 and 2000;
o balance sheet, income statement, statement of changes in
stockholders' equity and statement of cash flows of Substance
Abuse Management, Inc. for the year ended December 31, 2000; and
o balance sheets, income statements, statements of changes in
stockholders' equity and statements of cash flows of American
Driving Records, Inc. for the years ended December 31, 2001 and
2000.
The audited consolidated balance sheets and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows of US
SEARCH.com Inc. and its subsidiary at December 31, 2002 and 2001, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2002 are included in the proxy
statement/prospectus forming a part of pre-effective amendment number 5 to First
Advantage's registration statement on Form S-4 (No. 333-102565), and
incorporated herein by reference.
As permitted by Form 8-K, the unaudited consolidated financial statements
for the quarter ended March 31, 2003 will be filed by amendment to this Form
8-K.
(b) Pro Forma Financial Information
The unaudited pro forma combined financial statements for the FAST division
and US SEARCH.com Inc. for the year ended December 31, 2002 are included in the
proxy statement/prospectus forming a part of pre-effective amendment number 5 to
First Advantage's registration statement on Form S-4 (No. 333-102565), and
incorporated herein by reference.
As permitted by Form 8-K, unaudited pro forma combined financial statements
for the quarter ended March 31, 2003 will be filed by amendment to this Form
8-K.
(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of December 13, 2002,
among The First American Corporation, US SEARCH.com Inc., First
Advantage Corporation and Stockholm Seven Merger Corp. (included
as Exhibit 2.1 to pre-effective amendment number 5 to First
Advantage's registration statement on Form S-4 (No. 333-102565)
and incorporated herein by reference).
23.1 Consent of PricewaterhouseCoopers LLP with respect to The First
American Corporation Screening Technology Companies.
23.2 Consent of PricewaterhouseCoopers LLP with respect to US
SEARCH.com Inc.
99.1 Press Release.
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.
FIRST ADVANTAGE CORPORATION
Date: June 6, 2003 By: /s/ Kenneth DeGiorgio
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Name: Kenneth DeGiorgio
Title: Vice President and General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Current Report
on Form 8-K of First Advantage Corporation of our report dated April 3, 2003
relating to the combined financial statements of the FAST Division as of
December 31, 2002 and 2001 and for each of the three years in the period ended
December 31, 2002, and our reports dated December 6, 2002 relating to the
financial statements of Employee Health Programs, Inc. as of December 31, 2001
and 2000 and for each of the years then ended, the financial statements of
Substance Abuse Management, Inc. as of December 31, 2000 and for the year then
ended and the financial statements of American Driving Records, Inc. as of
December 31, 2001 and 2000 and for each of the years then ended, which appear in
Registration Statement No. 333-102565 on Form S-4.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
June 6, 2003
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Current Report
on Form 8-K of First Advantage Corporation of our report dated March 24, 2003,
except for the subsequent events described in Note 16 to the financial
statements as to which the date is April 1, 2003, relating to the consolidated
financial statements of US SEARCH.com Inc., which appears in Registration
Statement No. 333-102565 on Form S-4.
/s/ PricewaterhouseCoopers LLP
Century City, California
June 6, 2003
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
FIRST ADVANTAGE CORPORATION BEGINS OPERATION
AND TRADING ON NASDAQ
ST. PETERSBURG, Fla., June 6, 2003--First Advantage Corporation (Nasdaq: FADV)
began unified operations today as a leading national provider of enterprise and
consumer screening solutions. First Advantage was created by the merger,
completed yesterday, of The First American Corporation's Screening Technologies
division with US SEARCH.com.
The company's Class A common shares commenced trading today on the Nasdaq
national market system under the symbol "FADV."
First Advantage offers single-source solutions for enterprise and consumer
screening and risk mitigation needs. The company's offerings to the enterprise
market include employment background screening services, drug-free workplace
programs, physical exams and other occupational health testing, motor vehicle
records, and resident screening services to businesses, non-profit organizations
and governmental agencies. To consumers, the company offers location and
verification services.
Based on prior performance of its member companies, First Advantage Corporation
expects to have revenues of approximately $170 million in 2003 and anticipates
long-term annual growth of 20 percent. The company, based in St. Petersburg,
Fla., has almost 1,000 employees in major offices located in Los Angeles,
Concord and Sacramento, Calif.; Milwaukee; Bethesda and Rockville, Md.; Denver;
and Bangalore, India.
"On our opening day, we've hit the ground running already in a national
leadership position, providing screening and related services to a large number
of companies comprising the Fortune 1000," said John Long, First Advantage chief
executive officer. "Nearly all of our operations currently rank among the top
three companies in their respective business line," he said.
"First Advantage is in a very strong competitive position, enhanced by the scope
of our businesses that work together to provide our clients with the quality
information they need to make informed decisions. These synergies provide First
Advantage additional operating scale, a broader menu of services to offer our
customers, expanded geographic reach and a solid financial foundation," said
Long.
First Advantage provides best-in-class solutions, incorporating state-of-the-art
technology networks, platforms and proprietary systems. Central to these
technological advances will be DARWIN(TM), a patent-pending proprietary software
platform developed by US SEARCH.com that uses advanced technology to access,
assimilate, compile, distribute and present data from a variety of public and
private databases.
About First Advantage Corporation
First Advantage Corporation (Nasdaq: FADV) provides best-in-class single-source
solutions for enterprise and consumer screening and risk mitigation needs,
incorporating state-of-the-art technology, proprietary systems and data
resources. Created by the merger of The First American Corporation's Screening
Technologies division with US SEARCH.com, First Advantage is a leading national
provider in the screening industry, ranking among the top three companies in
nearly all of its business lines. The company offers multiple products and
services including employment background screening, drug-free workplace
programs, physical exams and other occupational health testing, resident
screening services, motor vehicle records and consumer location services.
Headquartered in St. Petersburg, Fla., with major offices in Los Angeles,
Concord and Sacramento, Calif.; Milwaukee; Bethesda and Rockville, Md.; Denver;
and Bangalore, India, the company has nearly 1,000 employees. Further
information about the company is available at www.FADV.com.
Safe Harbor Statement
Certain statements made in this press release, including those relating to 2003
revenues, long-term annual growth rates and DARWIN technology are
forward-looking. Risks and uncertainties exist that may cause results to differ
materially from those set forth in these forward-looking statements. Factors
that could cause the anticipated results to differ from those described in the
forward-looking statements include: general volatility of the capital markets
and the market price of the company's Class A common stock; the company's
ability to successfully raise capital; the company's ability to integrate the
businesses brought together in the June 5, 2003, merger with US SEARCH.com, Inc.
and the FAST division of The First American Corporation; the company's ability
to identify and complete acquisitions and successfully integrate businesses it
acquires; changes in applicable government regulations; the degree and nature of
the company's competition; increases in the company's expenses; continued
consolidation among the company's competitors and customers; unanticipated
technological changes and requirements; and the
company's ability to identify suppliers of quality and cost-effective data. The
forward-looking statements speak only as of the date they are made. The company
does not undertake to update forward-looking statements to reflect circumstances
or events that occur after the date the forward-looking statements are made.