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): March 1, 2007
FIRST ADVANTAGE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| Delaware | 001-31666 | 61-1437565 | ||
| (State or Other Jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
100 Carillon Parkway
St. Petersburg, Florida 33716
(Address of principal executive offices)
(727) 214-3411
(Registrant’s telephone number)
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of John Long as Chief Executive Officer and Director
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 March 30, 2007. Mr. Long served as Chief Executive Officer and as a director of First Advantage since 2003. Mr. Long remains 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 $4,400,000 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 Advantage’s 2003 Incentive Compensation Plan. In the Transition Agreement, Mr. Long provided a general waiver and release of claims against First Advantage and agreed to certain noncompetition, nonsolicitation and nondisparagement obligations for a period of 24 months, ending March 2, 2009. The Transition Agreement was approved by First Advantage’s board of directors.
Appointment of Anand Nallathambi as Chief Executive Officer and Director
On March 1, 2007, the Board of Directors of First Advantage appointed Anand Nallathambi to the position of Chief Executive Officer of First Advantage, effective March 30, 2007. The Board of Directors also appointed Mr. Nallathambi to the Board of Directors to fill the vacancy on the Board of Directors created by the resignation of Mr. Long. Mr. Nallathambi will stand for election along with First Advantage’s other directors at First Advantage’s 2007 Annual Meeting of Stockholders. Mr. Nallathambi, age 45, has served as the President of First Advantage since September 2005. Following First Advantage’s acquisition of the Credit Information Group from The First American Corporation, Mr. Nallathambi was appointed president of First Advantage. Prior to joining First Advantage, Mr. Nallathambi served as president of First American’s Credit Information Group and as president of First American Appraisal Services from 1996 to 1998. Mr. Nallathambi received a masters in business administration from California Lutheran University after obtaining a bachelor of arts degree in economics from Loyola University in Madras, India. Mr. Nallathambi has not been appointed to any committees of the Board of Directors, and Mr. Nallathambi has not participated in any transactions with First Advantage that are required to be reported under Item 404(a) of Securities and Exchange Commission Regulation S-K.
On March 5, 2007, First Advantage issued a press release announcing the resignation of Mr. Long and the appointment of Mr. Nallathambi, which press release is attached hereto a Exhibit 99.1. First Advantage will discuss these events in more detail on Monday, March 5, 2007, at 10:00 EST, via teleconference and webcast. Information necessary to access this teleconference and webcast is included in the press release attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibit: |
| Exhibit No. |
Description | |
| 99.1 |
Press release dated March 5, 2007 |
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 | |
Date: March 5, 2007
EXHIBIT INDEX
| Number | Description |
Method of Filing | ||
| 99.1 | Press release dated March 5, 2007 | Filed herewith. | ||
Exhibit 99.1
100 Carillon Parkway · St. Petersburg, FL 33716
NEWS FOR IMMEDIATE RELEASE
| Contacts: |
||
| Renee Svec | Cindy Williams | |
| Director - Corporate Communications | Investor Relations Manager | |
| 727.214.3440 | 727.214.3438 | |
| rsvec@FADV.com | clwilliams@FADV.com |
FIRST ADVANTAGE CORPORATION APPOINTS
ANAND NALLATHAMBI AS CEO AND
ACCEPTS RESIGNATION OF JOHN LONG
ST. PETERSBURG, Fla., March 5, 2007—First Advantage Corporation (NASDAQ: FADV), a global risk mitigation and business solutions provider, announced today the resignation of John W. Long as chief executive officer and director, effective March 30, 2007. Long will be succeeded by Anand K. Nallathambi, who is currently serving as president of First Advantage and has been appointed by the Board of Directors to assume the position of chief executive officer, effective March 30, 2007. Nallathambi will continue to serve as the company’s president. Additionally, the Nominating Committee of the company has nominated Nallathambi to serve on the Board of Directors and the Board has approved the nomination, which is subject to shareholder approval at the company’s annual meeting in April.
“I want to express how much I have enjoyed building First Advantage into the dynamic company it is today”, said John Long, chief executive officer. “I’ll be leaving at the end of March to pursue my passion of building companies from the ground up. I am confident that I am leaving First Advantage with an excellent management team in place that will continue the strategic growth plans established.”
“We thank John for his commitment and the visionary leadership that he has provided the company for nearly four years,” stated Parker Kennedy, chairman of First Advantage Corporation and chairman and chief executive officer of The First American Corporation (NYSE: FAF). “John is a remarkable builder of businesses. While at First American he built a $1+ billion business before turning his attention to First Advantage.
“Under John’s leadership, First Advantage has completed 49 acquisitions since its inception as a publicly traded company and has become a major player in all of its markets. We are pleased that John will continue to provide strategic advice for the next eighteen months as an independent consultant while he utilizes his proven skills in other successful ventures.
“Anand is a proven leader who has overseen the growth and profitability of the Credit Information Group for many years before becoming president of First Advantage in 2005. As a seasoned executive with demonstrated strategic focus and operational experience, he will continue to be instrumental in the execution of First Advantage’s growth initiatives.”
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First Advantage Appoints Nallathambi as CEO
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Nallathambi joined First Advantage as president following the acquisition of First American’s Credit Information Group (CIG) in September 2005. Having joined First American in 1995, he held various management and strategic business development positions, which included start up and development of the Appraisal Services unit, managing the Credit Information Group and implementing the growth strategy of First American CREDCO. Nallathambi also serves on the Board of Directors of the Consumer Data Industry Association, an international trade association that represents consumer information companies.
“I am honored to lead this exceptional company and build on John’s significant achievements. I believe that our company continues to have tremendous potential for growth and that we have an exciting future ahead of us,” said Nallathambi.
Nallathambi’s leadership style will bring continued focus on organic growth and cross-sell strategies in all of First Advantage’s business segments, as well as increased operational efficiency throughout the organization.
The current management team—consisting of John Lamson, executive vice president and chief financial officer; Akshaya Mehta, executive vice president and chief operating officer and the segment presidents—will remain in their current positions and continue to provide proven leadership as they play a significant role in applying their talent, energy and keen understanding of the company’s strategy .. Through the leadership of this senior management team, First Advantage will continue to expand its products and services, market share, geographic reach and long-term potential.
First Advantage will hold a conference call to discuss this press release in more detail at 10:00 a.m. ET, Monday, March 5, 2007, via teleconference and webcast. The teleconference dial-in number is 888.889.1954 within the U.S., or 210.234.0032 outside the U.S. The teleconference pass code is “Advantage”. The live audio webcast of the call will be accessible from the Investor Relations section of First Advantage’s Web site at www.FADV.com. An audio replay of the teleconference will be available through March 12, 2007, by dialing 800.679.9657 within the U.S., or 203.369.3317 outside the U.S. An audio archive of the webcast will also be available for replay on First Advantage’s website following the call.
About First Advantage Corporation
First Advantage Corporation (NASDAQ: FADV) combines industry expertise with information to create products and services that organizations worldwide use to make smarter business decisions. First Advantage is a leading provider of consumer credit information in the mortgage, automotive and subprime markets; business credit information in the transportation industry; lead generation services; motor vehicle record reports; supply chain security consulting; employment background verifications; occupational health services; applicant tracking systems; recruiting solutions; skills and behavioral assessments; business tax consulting services; insurance fraud, corporate and litigation investigations; surveillance; computer forensics; electronic discovery; data recovery; due diligence reporting; resident screening; property management software; renters insurance and consumer location services. First Advantage ranks among the top companies in all of its major business lines. First Advantage is headquartered in St. Petersburg, Fla., and has more than 4,500 employees in offices throughout the United States and abroad. More information about First Advantage can be found at www.FADV.com.
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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 America’s largest provider of business information, supplying businesses and consumers with valuable information products to support 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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