---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

---

FORM 8-K

(Amendment No. 1)

 

---

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

 

Item 8.01

Other Events

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 Advantage’s 2003 Incentive Compensation Plan. In connection with the recommendation of the Compensation Committee, the Transition Agreement was approved by First Advantage’s board of directors on March 1, 2007. First Advantage previously announced Mr. Long’s 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.

---

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.

 

Dated: April 11, 2007