As filed with the Securities and Exchange Commission on June 5, 2003
Registration No. 333-_________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST ADVANTAGE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 61-1437565
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
805 Executive Center Drive West
Suite 300
St. Petersburg, Florida 33702
(Address, Including Zip Code, of Registrant's Principal Executive Offices)
First Advantage Corporation 2003 Incentive Compensation Plan
First Advantage Corporation 2003 Employee Stock Purchase Plan
(Full Title of Plans)
Kenneth D. DeGiorgio, Esq. With a copy to:
Vice President, General Counsel, Assistant Secretary Neil W. Rust, Esq.
1 First American Way White & Case LLP
Santa Ana, California 92707 633 West Fifth Street
(714) 800-3000 Los Angeles, California 90071
(Name, Address and Telephone Number, Including Area Code, (213) 620-7700
of Agent For Service)
CALCULATION OF REGISTRATION FEE
========================= ====================== ======================= ====================== ======================
Title Of Each Class Of Amount Proposed Proposed Maximum Amount of
Securities To Be To Be Maximum Offering Aggregate Registration
Registered Registered(1) Price Per Share(2) Offering Price(2) Fee(5)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Class A Common shares,
$.001 par value(3) 3,000,000 shares $21.75 $65,250,000 $5,278.73
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Class A Common shares, 1,000,000 shares $21.75 $21,750,000 $1,759.58
$.001 par value(4)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Total: $7,038.31
========================= ====================== ======================= ====================== ======================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers (a) an indeterminate amount of interests to be
offered or sold pursuant to the First Advantage Corporation 2003 Employee
Stock Purchase Plan described herein and (b) any additional shares of First
Advantage Class A Common Stock which become issuable by reason of any
dividend, stock split, recapitalization or other similar transaction.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act.
(3) Issuable under the First Advantage Corporation 2003 Incentive Compensation
Plan (the "Incentive Compensation Plan").
(4) Issuable under the First Advantage Corporation 2003 Employee Stock Purchase
Plan (the "Employee Stock Purchase Plan").
(5) Calculated in accordance with Section 6 of the Securities Act of 1933 and
Rule 457 promulgated thereunder by multiplying .0000809 and the proposed
maximum aggregate offering price.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement on Form S-8 in accordance with Rule 428
under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows First Advantage to "incorporate by reference" information
into this Registration Statement which means that First Advantage can disclose
important information in documents we file with the SEC to you by referring you
to another document filed separately with the SEC. This Registration Statement
incorporates by reference the documents set forth below that First Advantage has
previously filed with the SEC. These documents contain important business and
financial information about First Advantage, including information concerning
its financial performance.
First Advantage incorporates by reference into this Registration Statement
the following documents:
o Pre-Effective Amendment No. 5 to our Registration Statement on Form
S-4 (Registration No. 333-102565) filed May 14, 2003; and
o the description of our Class A Common Stock, $.001 par value,
contained in our Registration Statement on Form 8-A, filed May 12,
2003, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by First Advantage pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents, except as to any
portion of any future report or other document that is not deemed filed with the
SEC. For purposes of this Registration Statement, any statement in a document
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in this Registration Statement modifies or
supersedes a statement in such document. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law (the "DGCL") provides for the power to
indemnify any directors, officers, employees and agents and to purchase and
maintain insurance with respect to liability arising out of their capacity or
status as directors, officers, employees and agents. The indemnification
provisions are not exclusive of any other rights to which directors and officers
may be entitled under a corporation's certificate of incorporation or bylaws,
any agreement, a vote of stockholders or otherwise.
First Advantage's certificate of incorporation provides that its directors
will not be personally liable to First Advantage or its stockholders for damages
for breach of any duty owed to First Advantage or its stockholders except for
liability:
o for any breach of the director's duty of loyalty to First Advantage or
its stockholders;
o for any acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
o under section 174 of the DGCL regarding negligent or willful unlawful
payment of dividends and stock redemption; or
o for any transaction from which a director derived an improper personal
benefit.
The Bylaws of First Advantage provide that:
o subject to applicable law and certain qualifications, each person who
was or is made a party or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a
director or officer of First Advantage or is or was serving at the
request of First Advantage as a director or officer of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans
(hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in
any other capacity while serving as a director or officer, shall be
indemnified and held harmless by First Advantage to the fullest extent
permitted by the DGCL (but, in the case of any future amendment to the
DGCL, only to the extent that such amendment permits First Advantage
to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including
attorneys' fees, judgments, fines, excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith, and such
indemnification shall continue as to an indemnitee who has ceased to
be a director or officer, and shall inure to the benefit of the
indemnitee's heirs, executors and administrators. The right to
indemnification described in this paragraph is a contract right and,
to the extent not prohibited by applicable law, includes the right to
be paid by First Advantage the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that, if the DGCL so
requires, an advancement of expenses incurred by an indemnitee in his
or her capacity as a director or officer shall be made only upon
delivery to First Advantage of an undertaking, by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further
right to
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appeal that such indemnitee is not entitled to be indemnified for
such expenses.
o First Advantage is permitted to secure insurance on behalf of any
director, officer, employee or agent of First Advantage or
another business entity for any expense, liability or loss,
regardless of whether the DGCL would permit indemnification.
Pursuant to the Agreement and Plan of Merger, dated December 13, 2002,
among First Advantage, US SEARCH.com Inc. ("US SEARCH") and the other parties
thereto, First Advantage has agreed to indemnify and hold harmless the then
present and former officers, directors, employees and agents of US SEARCH and
its subsidiaries (each, an "Indemnified Party") in respect of acts or omissions
occurring on or prior to the effective time of the mergers contemplated thereby
to the extent provided under US SEARCH's and its subsidiaries' certificates of
incorporation (or equivalent organizational documents) and bylaws or any
indemnification agreement with US SEARCH's and its subsidiaries' officers and
directors to which US SEARCH and/or its subsidiaries is a party, in each case in
effect on the date of the merger agreement; provided that such indemnification
shall be subject to any limitation imposed from time to time under applicable
law. First Advantage also agreed under the merger agreement that for a period of
six years after the effective time of the mergers, First Advantage will use its
reasonable best efforts to procure officers' and directors' liability insurance
in respect of acts or omissions occurring on or prior to the effective time of
the mergers covering each Indemnified Party currently covered by US SEARCH's
and/or its subsidiaries' officers' and directors' liability insurance policy on
terms substantially similar to those of such policy in effect on the date of the
merger agreement (the "D&O Insurance"), provided that First Advantage shall not
be required to maintain the D&O Insurance with respect to a specific officer or
director if the premium for obtaining the D&O Insurance exceeds 200% of the
amount per annum US SEARCH paid in fiscal year 2002 (the "Premium Limit"). If
First Advantage is unable to obtain the D&O Insurance, it will obtain as much
comparable insurance as possible for an annual premium equal to the Premium
Limit. In the event First Advantage would be required to spend in excess of the
Premium Limit per year to obtain the D&O Insurance, First Advantage will notify
each Indemnified Party who would be covered thereby and permit any such
Indemnified Party to pay the excess amount over the Premium Limit that may be
necessary to maintain such D&O Insurance covering such Indemnified Party.
Present and future directors and officers of First Advantage are covered by
a policy of liability insurance obtained by The First American Corporation,
First Advantage's parent company, which insures against the cost of defense,
settlement or payment of a judgment under certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number Description
- ------ -----------
4.1 Form of certificate representing shares of First Advantage's
Class A common stock.
4.2 Description of First Advantage's capital stock in Article IV of
First Advantage's First Amended and Restated Certificate of
Incorporation (included in Exhibit 3.1 of First Advantage's
Registration Statement on Form S-4 filed January 17, 2003 and
incorporated by reference herein).
4.3 First Advantage Corporation 2003 Incentive Compensation Plan
(incorporated by reference from Exhibit 4.19 of Pre-Effective
Amendment No. 1 to First Advantage's Registration Statement on
Form S-4, filed April 4, 2003).
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4.4 First Advantage Corporation 2003 Employee Stock Purchase Plan
(incorporated by reference from Exhibit 4.20 of Pre-Effective
Amendment No. 2 to First Advantage's Registration Statement on
Form S-4, filed April 4, 2003).
5.1 Opinion of White & Case LLP.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants to
The First American Corporation Screening Technology Division.
23.2 Consent of Pricewaterhouse Coopers LLP, independent accountants
to US SEARCH.com Inc.
23.3 Consent of White & Case LLP (contained in Exhibit 5.1).
24.1 Power of Attorney
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during the period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) to include any additional or changed material information on the
plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
SEC by First American pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is
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against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of St. Petersburg, state of Florida, on this 5th day of
June, 2003.
FIRST ADVANTAGE CORPORATION
By: /s/ John Long
--------------------------------------
John Long
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Date: June 5, 2003 By: /s/ John Long
------------------------------------------
John Long
Chief Executive Officer
(Principal Executive Officer)
Date: June 5, 2003 By: /s/ John Lamson
------------------------------------------
John Lamson
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Date: June 5, 2003 By: *
----------------------------------------
John Long, Director
Date: June 5, 2003 By: *
----------------------------------------
John Lamson, Director
Date: June 5, 2003 By: *
----------------------------------------
Kenneth D. DeGiorgio, Director
By: /s/ Kenneth D. DeGiorgio
-----------------------------------------
Kenneth D. DeGiorgio, Attorney in Fact
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other person or persons who administer the Employee Stock Purchase Plan)
have duly caused this Registration Statement to be signed on its or their behalf
by the undersigned, thereunto duly authorized, in the city of St. Petersburg,
state of Florida, on this 5th day of June, 2003.
FIRST ADVANTAGE CORPORATION 2003 EMPLOYEE
STOCK PURCHASE PLAN
By: /s/ John Long
-----------------------------------------------
John Long
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Form of certificate representing shares of First Advantage's
Class A common stock.
4.2 Description of First Advantage's capital stock in Article IV of
First Advantage's First Amended and Restated Certificate of
Incorporation (included in Exhibit 3.1 of First Advantage's
Registration Statement on Form S-4 filed January 17, 2003 and
incorporated by reference herein).
4.3 First Advantage Corporation 2003 Incentive Compensation Plan
(incorporated by reference from Exhibit 4.19 of Pre-Effective
Amendment No. 1 to First Advantage's Registration Statement on
Form S-4, filed April 4, 2003).
4.4 First Advantage Corporation 2003 Employee Stock Purchase Plan
(incorporated by reference from Exhibit 4.20 of Pre-Effective
Amendment No. 2 to First Advantage's Registration Statement on
Form S-4, filed April 4, 2003).
5.1 Opinion of White & Case LLP.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants to
The First American Corporation Screening Technology Division.
23.2 Consent of Pricewaterhouse Coopers LLP, independent accountants
to US SEARCH.com Inc.
23.3 Consent of White & Case LLP (contained in Exhibit 5.1).
24.1 Power of Attorney
EXHIBIT 4.1
Form of Certificate
Representing Class A Common Stock
[LOGO OF FIRST ADVANTAGE CORPORATION]
FIRST ADVANTAGE CORPORATION
CLASS A COMMON STOCK CLASS A COMMON STOCK
NUMBER SHARES
[_______] [_______]
See Reverse Side For
Certain Definitions
CUSIP 31845F 10 0
This certifies that_________________________________is the owner of
[____________________] FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF
$0.001 PER SHARE OF THE CLASS A COMMON STOCK OF
- ------------------------FIRST ADVANTAGE CORPORATION-----------------------------
transferable on the books of the Corporation by the holder hereof in person or
by Attorney upon surrender of this certificate properly endorsed. This
certificate is not valid unless countersigned by the Transfer Agent and
Registrar.
IN WITNESS WHEREOF, the said Corporation has caused this certificate
to be signed by facsimile signature of its duly authorized officers.
Dated:
- ------------------------------- --------------------------------
[Assistant Secretary] [Chief Executive Officer]
Countersigned and Registered:
WELLS FARGO BANK MINNESOTA, N.A.
Transfer Agent And Registrar
- -------------------------------
Authorized Signature
The following abbreviations, when used in the inscription of the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM- as tenants in common UTMA ______ Custodian ______ (Minor)
TEN ENT- as tenants by entireties under Uniform Transfer to
JT TEN- as joint tenants with Minors Act ____ (State)
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
- --------------------------------------------------------------------------------
For value received, _______________________________________________ hereby sell,
assign and transfer unto (please insert social security or other identifying
number of Assignee) ____________________________________________________________
(please print or typewrite name and address including postal zip code of
Assignee) ______________________________________________________________________
________________________________________________________________________________
_______________________________ Shares of the capital stock represented by the
within Certificate, and do hereby irrevocably constitute and appoint
_______________________________________________ Attorney to transfer the said
stock on the books of the within named Corporation with full power of
substitution in the premises.
Dated:___________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED
ALL GUARANTEES MUST BE MADE BY A FINANCIAL
INSTITUTION (S9CU AS A BANK OR BROKER) WHICH IS
A PARTICIPANT IN THE SECURITIES TRANSFER
AGENTS MEDALLION PROGRAM ("STAMP"), THE NEW
YORK STOCK EXCHANGE INC. MEDALLION
SIGNATURE PROGRAM ("MSP"), OR THE STOCK
EXCHANGE MEDALLION PROGRAM ("SEMP") AND
MUST NOT BE DATED. GUARANTEES BY A NOTARY
PUBLIC ARE NOT ACCEPTABLE.
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EXHIBIT 5.1
[LETTERHEAD OF WHITE & CASE LLP]
June 5, 2003
First Advantage Corporation
805 Executive Center Drive West, Suite 300
St. Petersburg, Florida 33702
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to First Advantage Corporation, a Delaware
corporation (the "Company"), and are familiar with the proceedings and documents
relating to the proposed registration by the Company, through a Registration
Statement on Form S-8 (the "Registration Statement"), to be filed by the Company
with the Securities and Exchange Commission, of (a) up to 3,000,000 shares of
the Company's Class A Common Stock, $.001 par value, issuable under the First
Advantage Corporation 2003 Incentive Compensation Plan (the "Incentive
Compensation Plan") and (b) up to 1,000,000 of the Company's Class A Common
Stock, $.001 par value (collectively with the shares registered under the
Incentive Compensation Plan, the "Stock"), issuable under the First Advantage
Corporation 2003 Employee Stock Purchase Plan (together with the Incentive
Compensation Plan, the "Plans").
For the purposes of rendering this opinion, we have examined originals or
photostatic copies of the Plans and such corporate records, agreements and other
documents of the Company as we have deemed relevant and necessary as a basis for
the opinion hereinafter set forth. In connection with our examination of such
documents, we have assumed the genuineness of all signatures on, and the
authenticity of, all documents submitted to us as originals and the conformity
to the original documents of all documents submitted to us as copies. With
respect to instruments executed by natural persons, we have assumed the legal
competency and authority of such persons. As to facts material to the opinions
expressed herein which were not independently established or verified, we have
relied upon oral or written statements and representations of the Company.
Based on the foregoing, in reliance thereon and subject to compliance with
applicable state securities laws and the assumptions and qualifications set
forth herein, we are of the opinion that the Stock, when issued and delivered in
accordance with the terms and conditions set forth in the Registration
Statement, the Plans, any award agreements thereunder and any related documents,
will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the SEC thereunder. This
opinion is furnished by us, as special counsel to First Advantage, in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act and, except as provided in the immediately preceding sentence, is not to be
used, circulated or quoted for any other purpose or otherwise referred to or
relied upon by any other person without the express written permission of the
undersigned.
Very truly yours,
/s/ White & Case LLP
NWR:JD:JSR
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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 4, 2003
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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 4, 2003
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors of First
Advantage Corporation, a Delaware corporation (the "Corporation"), hereby
constitute and appoint Kenneth D. DeGiorgio the true and lawful agent and
attorney-in-fact of the undersigned, with full power and authority in said agent
and attorney-in-fact to sign for the undersigned and in their respective names
as directors of the Corporation the Registration Statement on Form S-8 to be
filed with the United States Securities and Exchange Commission, Washington,
D.C., under the Securities Act of 1933, as amended, and any amendment or
amendments to such Registration Statement, relating to the Class A Common Stock,
par value $.001 per share, of the Corporation to be offered thereunder, and the
undersigned ratify and confirm all acts taken by such agent and attorney-in-fact
as herein authorized. This Power of Attorney may be executed in one or more
counterparts.
Date: June 4, 2003 By: /s/ John Long
--------------------------------------
John Long, Director
Date: June 4, 2003 By: /s/ John Lamson
--------------------------------------
John Lamson, Director
Date: June 4, 2003 By: /s/ Kenneth D. DeGiorgio
--------------------------------------
Kenneth D. Degiorgio, Director