First Advantage 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 1, 2007
FIRST ADVANTAGE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
100 Carillon Parkway
St. Petersburg, Florida 33716
(Address of principal executive offices)
(Registrants telephone number)
(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):
As previously reported, on March 1, 2007, John Long submitted his resignation as the Chief Executive Officer and as a director of First Advantage Corporation (First Advantage), effective as of March 30, 2007. Mr. Long served as Chief Executive Officer and as a director of First Advantage since 2003. Mr. Long will remain employed as a consultant to First Advantage for an additional eighteen months from the effective date of his resignation.
In connection with his resignation from First Advantage, Mr. Long and First Advantage entered into a Transition Agreement dated as of March 2, 2007. The Transition Agreement provides that Mr. Long will receive a cash severance payment of $4.4 million to be paid in two equal installments between April 2007 and March 2008. In addition, Mr. Long will receive an acceleration of his unvested options, effective March 30, 2007 and two restrictive stock awards, effective March 30, 2007. An additional restrictive stock award made to Mr. Long will vest during the term of restrictive covenants set forth in the Transition Agreement. Restricted stock units, previously granted to Mr. Long, will continue to vest according to the terms of First Advantages 2003 Incentive Compensation Plan. In connection with the recommendation of the Compensation Committee, the Transition Agreement was approved by First Advantages board of directors on March 1, 2007. First Advantage previously announced Mr. Longs resignation on March 5, 2007 and filed a Form 8-K with the Securities and Exchange Commission on that day.
In connection with the Transition Agreement, First Advantage will record compensation expense of approximately $8.0 million in the quarter ending March 31, 2007 reflecting the value of the cash severance payment of $4.4 million and the value of the previously unvested restricted stock, restricted stock units and stock options. First Advantage estimates that the $8.0 million of compensation expense will reduce net income for the quarter ending March 31, 2007 by approximately $4.7 million or 8 cents per diluted share.
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: April 11, 2007