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) February 16, 2006
ACCUFACTS PRE-EMPLOYMENT SCREENING, INC.
(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
DELAWARE 001-14995 13-4056901
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(STATE OR OTHER JURISDICTION) (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION)
2180 STATE ROAD 434 WEST, SUITE 4150 LONGWOOD FL 32779
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 682-5051
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N/A
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(Former name or former address, if changed since last report)
|_| Written communication 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 40.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement.
The Registrant ("Company"), on February 16, 2006, entered into an
Agreement and Plan of Merger (the "Agreement") by and among the Company, First
Advantage Corporation ("First Advantage") and Accufacts Acquisition LLC
("Accufacts Acquisition"), a wholly-owned subsidiary of First Advantage, wherein
the Board of Directors of the Company agreed with the recommendation of the
Special Committee of the Board, to approve the Agreement and Plan of Merger
wherein Accufacts Acquisition would purchase the common shares of the Company
from the stockholders of the Company for cash consideration of $.75 per share.
Additionally, as a part of the transaction contemplated by the Agreement,
the Company agreed to pay Mr. Philip Luizzo, the Company's Chief Executive
Officer, President and majority shareholder the sum of $1.1 million as a result
of a change of control provision in his employment agreement with the Company.
The payment is to be made on the completion of the contemplated transaction.
First Advantage has also agreed to enter into an employment agreement with Mr.
Luizzo effective immediately following the closing of the merger transaction.
The Agreement which contemplates a closing on or before June 30, 2006 is
subject to majority approval of shareholders of the Company, provides for the
right of appraisal for dissenting shareholders under Delaware law and is subject
to customary closing conditions. Additionally, the Agreement contains a
provision that in the event that either the Company's Board or Special Committee
withdraws approval of the transaction contemplated by the Agreement or the
Company receives and accepts a superior proposal, as determined by the board of
directors prior to completion of the transaction, the Company will be
responsible to reimburse First Advantage up to $100,000 in costs incurred.
Further in the event the Company's Board accepts a superior proposal, the
Company will be obligated to pay First Advantage a termination fee of $900,000.
The Agreement also provides that the Company may under certain circumstances be
reimbursed up to $100,000 for its costs and expenses in the event First
Advantage elects to terminate the Agreement.
The Company further agreed to call a special meeting of stockholders and
file a proxy statement with the Securities and Exchange Commission in order to
obtain shareholder approval of the Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.8 Agreement and Plan of Merger between the Company, First Advantage
Corporation and Accufacts Acquisition LLC dated February 16, 2006.
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.
Date: Longwood, Florida
February 21, 2006
Accufacts Pre-Employment Screening, Inc.
By: /s/ Philip Luizzo
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Philip Luizzo
PRESIDENT AND CHIEF EXECUTIVE OFFICER