SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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) May 25, 2005
FIRST ADVANTAGE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction
|(Commission File Number)|| |
One Progress Plaza, Suite 2400
St. Petersburg, Florida 33701
(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):
|¨||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))|
First Advantage Corporation (the Company) is filing this Current Report on Form 8-K/A to provide the estimates required by Item 2.05 which were omitted, as permitted by the Instructions to Form 8-K, from the Companys Current Report on Form 8-K filed on January 19, 2005.
SECTION 2 FINANCIAL INFORMATION
Item 2.05. Costs Associated with Exit or Disposal Activities.
On January 19, 2005, the Company announced that the Company had entered into a lease agreement with 100 CARILLON, LLC (the Lease Agreement) for approximately 74,000 square feet of office space in St. Petersburg, Florida. The Company further announced that this new office space would serve as corporate headquarters for its background screening group, investigative services group and its corporate department.
This Form 8-K is being amended to report the information regarding charges to the Company under Item 2.05 and to update the disclosures regarding estimates of costs. As a result of the execution of the Lease Agreement, the Company has accelerated the consolidation of its existing facilities into its new corporate headquarters in St Petersburg, Florida., and has closed an office in Milwaukee. This will result in an estimated liability for existing lease obligations, net of estimated sublease rentals, of approximately $2.0 million. The acquisition costs and the liability for the existing leases will be reflected in First Advantages results of operations for the quarter ended June 30, 2005.
Certain statements made in this Form 8-K/A, including those related to the net estimate of sublease rentals, and liability for existing leases 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 companys Class A common stock;; the companys ability to successfully raise capital; the companys ability to identify and complete acquisitions and successfully integrate businesses it acquires; changes in applicable government regulations; the degree and nature of the companys competition; increases in the companys expenses; continued consolidation among the companys competitors and customers; unanticipated technological changes and requirements; the companys ability to identify suppliers of quality and cost-effective data, and other risks identified from time-to-time in the companys SEC filings. 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. Investors are advised to consult the companys filings with the SEC, including its 2004 Annual Report on Form 10-K, for a further discussion of these and other risks.
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|
/s/ John Lamson
Executive Vice President and
Chief Financial Officer
Dated: May 25, 2005