SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------------
Date of report (Date of earliest event reported) June 5, 2003
-------------------------------
FIRST ADVANTAGE CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of the Registrant as Specified in Charter)
Delaware 0-50285 61-1437565
- --------------------------------------------------------------------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
805 Executive Center Drive West, Suite 300, St. Petersburg, Florida 33702
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (727) 290-1000
----------------------------
Not Applicable.
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On June 6, 2003, First Advantage Corporation filed a Current Report on
Form 8-K reporting its acquisition of the Screening Technology Division of The
First American Corporation (the "FAST Division") and US SEARCH.com Inc. This
amendment number 1 amends Item 7 of the subject Current Report on Form 8-K to
provide unaudited combined financial statements of the FAST Division for the
quarter ended March 31, 2003, unaudited consolidated financial statements of US
SEARCH.com Inc. for the quarter ended March 31, 2003 and unaudited pro forma
combined financial statements of First Advantage for the quarter ended March 31,
2003.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements
The following financial data are included in the prospectus forming a
part of First Advantage's registration statement on Form S-4 (No. 333-106680),
and incorporated herein by reference:
o the unaudited combined balance sheets of the FAST Division as of
March 31, 2003 and the related unaudited combined statements of
operations, changes in stockholder's equity and cash flows of the
FAST Division for the three months ended March 31, 2003; and
o the unaudited consolidated balance sheets of US SEARCH.com Inc.
as of March 31, 2003 and the related unaudited consolidated
statements of operations and cash flows of US SEARCH.com Inc. for
the three months ended March 31, 2003.
(b) Pro Forma Financial Information
The unaudited pro forma combined balance sheet and the unaudited pro
forma combined statements of operations for First Advantage and its subsidiaries
for the three months ended March 31, 2003 are included in the prospectus forming
a part of First Advantage's registration statement on Form S-4 (No. 333-106680),
and incorporated herein by reference.
(c) Exhibits
Exhibit Description
- ------- -----------
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).
99.1 Unaudited combined balance sheets of the FAST Division as of
March 31, 2003 and the related unaudited combined statements of
operations, changes in stockholder's equity and cash flows of the
FAST Division for the three months ended March 31, 2003
(incorporated by reference from the prospectus forming a part of
First Advantage's registration statement on Form S-4 (No.
333-106680)).
99.2 Unaudited consolidated balance sheets of US SEARCH.com Inc. as of
March 31, 2003 and the related unaudited consolidated statements
of operations and cash flows of US SEARCH.com Inc. for the three
months ended March 31, 2003 (incorporated by reference from the
prospectus forming a part of First Advantage's registration
statement on Form S-4 (No. 333-106680)).
99.3 Unaudited pro forma combined balance sheet and the unaudited pro
forma combined statements of operations for First Advantage and
its subsidiaries for the three months ended March 31, 2003
(incorporated by reference from the prospectus forming a part of
First Advantage's registration
statement on Form S-4 (No. 333-106680)).
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: July 22, 2003 By: /s/ Kenneth DeGiorgio
------------------------------------------
Name: Kenneth DeGiorgio
Title: Executive Vice President and
General Counsel