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) November 10, 2004
FIRST ADVANTAGE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-50285 | 61-1437565 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| One Progress Plaza, Suite 2400 St. Petersburg, Florida | 33701 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (727) 214-3411
Not Applicable.
(Former name or former address, if changed since last report)
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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.02. Termination of a Material Definitive Agreement.
On November 10, 2004, First Advantage Corporation (the “Company”) announced that David Wachtel, the Chief Technology Officer of the Company will terminate his employment with the Company effective November 30, 2004, pursuant to the terms of an Employment Agreement between Mr. Wachtel and the Company.
The Company made the foregoing announcement in a news release issued on November 10, 2004 (the “News Release”). The News Release is being filed as Exhibit (99) to this report and is incorporated by reference herein.
As previously disclosed in the Company’s proxy statement for its 2004 annual meeting of stockholders, Mr. Wachtel entered into an employment agreement with the Company in August 2003. Following his termination of employment, Mr. Wachtel will be entitled to receive his base salary until December 31, 2005, payment of a bonus equal to the bonus of the prior year in the amount of $100,000, and reimbursement of health premiums required by applicable law until December 31, 2005. Additionally, Mr. Wachtel shall have ninety (90) days from the date of his termination to exercise approximately 73,000 options, and one (1) year from the date of his termination to exercise approximately 13,334 options.
Item 5.02 Departure of Directors or Principal Officers, Election of Directors; Appointment of Principal Officers.
The disclosures and qualifications in Item 1.02 are incorporated into this Item 2.01 by reference.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. |
| (99) | News 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 | ||
| By: |
/s/ John Lamson | |
| Name: |
John Lamson | |
| Title: |
Executive Vice President and Chief Financial Officer | |
Dated: November 10, 2004
One Progress Plaza, Suite 2400, St. Petersburg, FL 33701
NEWS FOR IMMEDIATE RELEASE
| First Advantage Contacts: | ||
| John Lamson | Renee Svec | |
| Chief Financial Officer and Executive Vice President 727.214.3411, ext. 214 jlamson@fadv.com |
Director - Corporate Communications 727.214.3411, ext. 212 rsvec@fadv.com |
FIRST ADVANTAGE CORPORATION ANNOUNCES
DEPARTURE OF CHIEF TECHNOLOGY OFFICER
ST. PETERSBURG, Fla., Nov. 10, 2004—First Advantage Corporation (NASDAQ: FADV), a leading risk mitigation and business solutions provider, today announced the departure of David Wachtel, chief technology officer and vice president. Wachtel has agreed to remain with the company until November 30, 2004 to ensure a smooth transition.
Wachtel assumed the position of chief technology officer when his previous employer, US SEARCH.com, Inc., merged with the screening information segment of The First American Corporation in June 2003 to form First Advantage.
Wachtel intends to pursue new opportunities after departing First Advantage.
About First Advantage Corporation
First Advantage Corporation (NASDAQ: FADV) provides best-in-class single-source solutions for global risk mitigation and enterprise and consumer screening needs. Incorporating state-of-the-art technology, proprietary systems and data resources, First Advantage is a leading provider of employment background screening, drug-free workplace programs and other occupational health testing, employee assistance programs, resident screening, motor vehicle records, investigative services, computer forensics and electronic discovery services, supply chain security, corporate tax and incentive services, and consumer location services. First Advantage ranks among the top three companies in all of its major business lines. First Advantage is headquartered in St. Petersburg, Fla., and has more than 1,700 employees in offices throughout the United States and abroad. Further information about the company is available at www.FADV.com.
First Advantage is a majority-owned subsidiary of The First American Corporation (NYSE: FAF), a Fortune 500 company that traces its history to 1889. First American is the nation’s largest data provider, supplying businesses and consumers with information resources in connection with the major economic events of people’s lives. Additional information about the First American Family of Companies can be found at www.firstam.com.
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