-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RP2+zLve+FXXsQFxyQW/Poqv8tUk1q75A/3StKL2PiQJrlb0pnwrqnjsFLHCVTQ7 7PZCBg6aBUS+FJeU99G5sg== 0001193125-05-162800.txt : 20050809 0001193125-05-162800.hdr.sgml : 20050809 20050809171050 ACCESSION NUMBER: 0001193125-05-162800 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050805 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050809 DATE AS OF CHANGE: 20050809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST ADVANTAGE CORP CENTRAL INDEX KEY: 0001210677 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 611437565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31666 FILM NUMBER: 051010878 BUSINESS ADDRESS: STREET 1: ONE PROGRESS PLAZA STE 2400 STREET 2: STE 2400 CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 7272143411 MAIL ADDRESS: STREET 1: ONE PROGRESS LPAZA STREET 2: STE 2400 CITY: ST PETERSBURG STATE: FL ZIP: 2400 8-K 1 d8k.htm FORM 8-K Form 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 5, 2005

 


 

FIRST ADVANTAGE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware

(State or Other Jurisdiction of Incorporation)

 

Delaware   0-50285   61-1437565

(State or Other Jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification Number)

 

One Progress Plaza, Suite 2400

St. Petersburg, Florida 33701

(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 1.01. Entry into a Material Definitive Agreement.

 

On August 5, 2005, the First Advantage Corporation’s (the “Company”) Board of Directors, upon recommendation of the Company’s compensation committee, approved the Senior Executive Annual Incentive Program (“Incentive Program”), which memorializes the qualitative and quantitative measurements to be used to determine whether certain senior executives of the Company are eligible for incentive bonus awards for fiscal year 2005. Eligible participants include the Company’s “name executive officers” and the following senior executives: General Counsel, Chief Information Officer, Chief Marketing Officer, and Division President. The Company’s “named executive officers” comprised of, John Long, Chief Executive Officer and President, John Lamson, Chief Financial Officer and Executive Vice President, Akshaya Mehta, Chief Operating Officer and Executive Vice President, and Evan Barnett, Business Unit President, each have a target award opportunity equal to 100% of their base salary for fiscal year 2005. The target award opportunity for all participants is based upon the achievement of certain performance measurements. For Messrs. Long, Lamson and Mehta, the performance measurements are comprised of financial measurements of the Company as a whole and non-financial measurements at the following relative weight:

 

Performance

Measurement

  Relative Weight

Earnings Per Share of the

Company

  66 2/3 percent

Individual Non-Financial

Qualitative Performance

Objectives

  33 1/3 percent

 

For Messr. Barnett, the performance measurements are also comprised of financial and non-financial measurements at the following relative weight:

 

Performance
Measurement
  Relative Weight

Earnings Per Share of the

Company

  25 percent

Individual Qualitative

Performance Objectives

  25 percent
Business Unit Pre-tax Profit   50 percent

 

The actual bonuses earned by the Company’s “named executive officers” are then determined by comparing the Company’s actual performance, or the Business Unit’s performance, as the case may be, during fiscal year 2005 against the target performance goals for the above-mentioned performance measurements. The fiscal 2005 bonus threshold and maximum amounts will range from 25% of the target bonus amount to 150% of the target bonus amount for the Company’s “named executive officers” based on performance achievement of between 85% of the target and 115% of target.

 

In the event of termination of employment of any participant during fiscal year 2005, the compensation committee may in its sole discretion, determine the amount, timing, and form or any bonus payments payable under the Incentive Program.


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: August 9, 2005

     

By:

 

/s/ John Lamson

           

Name:

 

John Lamson

           

Title:

 

Executive Vice President and

Chief Financial Officer

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