<PAGE>
As filed with the Securities and Exchange Commission
on July 23, 1999 Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
US SEARCH.COM INC.
(Exact name of registrant as specified in its charter)
_______________
Delaware 95-4504143
(State of Incorporation) (I.R.S. Employer Identification No.)
9107 Wilshire Boulevard, Suite 700
Beverly Hills, CA 90210
(310) 553-7000
(Address of principal executive offices)
Amended and Restated 1998 Stock Incentive Plan
1999 Non-Employee Directors' Stock Option Plan
(Full title of plans)
C. Nicholas Keating, Jr.
Chief Executive Officer
9107 Wilshire Boulevard, Suite 700
Beverly Hills, CA 90210
(310) 553-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_______________
Copies to:
Alan C. Mendelson, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000
_______________
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Share Aggregate Offering Price
Registered Registered (1) (2) (1) (2) Amount of Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.001) 2,918,023 shares $4.3923 - $13.9375 $25,988,165 $7225
====================================================================================================================================
</TABLE>
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended. The offering price per share and aggregate offering price are
based upon the weighted average exercise price for shares subject to
outstanding options granted pursuant to US SEARCH.com Inc.'s (the
"Company") (a) Amended and Restated 1998 Stock Incentive Plan and (b) 1999
Non-Employee Directors' Stock Option Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended. The offering price per share and aggregate offering price are
based upon the average of the high and low prices of Registrant's Common
Stock on July 20, 1999 (within 5 days of filing) as reported on the Nasdaq
National Market.
<PAGE>
The chart below details the calculation of the registration fee:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Offering Price Aggregate
Securities Number of Shares Per Share Offering Price
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares issuable pursuant to
outstanding options under
the Amended and Restated
1998 Stock Incentive Plan 1,336,494 $ 4.3923 (1) $ 5,870,283
- ----------------------------------------------------------------------------------------------
Shares issuable pursuant to
the Amended and Restated
1998 Stock Incentive Plan 1,264,156 $13.9375 (2) $17,619,174
- ----------------------------------------------------------------------------------------------
Shares issuable pursuant to
outstanding options granted
under the 1999 Non-Employee
Directors' Stock Option Plan 212,184 $ 4.8667 (1) $ 1,032,636
- ----------------------------------------------------------------------------------------------
Shares issuable pursuant to
the 1999 Non-Employee
Directors' Stock Option Plan 105,189 $13.9375 (2) $ 1,466,072
- ----------------------------------------------------------------------------------------------
Proposed Maximum Aggregate
Offering Price $25,988,165
- ----------------------------------------------------------------------------------------------
Registration Fee $ 7225
- ----------------------------------------------------------------------------------------------
</TABLE>
1.
<PAGE>
Part II
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by US SEARCH.com Inc. (the "Company") with
the Securities and Exchange Commission are incorporated by reference into this
Registration Statement:
(a) The Company's prospectus filed pursuant to Rule 424(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"), on June 25, 1999
(No. 333-76099).
(b) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed May 20, 1999, under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward LLP, Palo Alto, California. Alan
C. Mendelson, a senior partner of Cooley Godward LLP, serves as one of the
Company's directors and has been granted an option to purchase 35,364 shares of
Common Stock, with an exercise price of $4.45 per share, under the Company's
1999 Non-Employee Directors' Stock Option Plan.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that directors of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, to the fullest
extent permitted by Delaware General Corporation Law. The Company's Bylaws
provide for indemnification of officers and directors to the full extent and in
the manner permitted by Delaware law. Section 145 of the Delaware General
Corporation Law makes provision for such indemnification in terms sufficiently
broad to cover officers and directors under certain circumstances for
liabilities arising under the Securities Act.
The Company has entered into indemnity agreements with each of its
directors and certain officers which provide indemnification under certain
circumstances for acts and omissions which may not be covered by any directors'
and officers' liability insurance. The Company also maintains an insurance
policy for its directors and officers insuring against certain liabilities
arising in their capacities as such.
2.
<PAGE>
Item 8. EXHIBITS
Exhibit
Number
4.1* Certificate of Incorporation of the Company.
4.1.1* Certificate of Amendment of Certificate of Incorporation, dated May
12, 1999, changing corporate name to US SEARCH.com Inc.
4.2* Bylaws of the Company
4.3* Form of Common Stock Certificate
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Cooley Godward LLP. (Included in Exhibit 5.1).
24.1 Power of Attorney (See signature page).
99.1* 1998 Amended and Restated Stock Option Plan.
99.1.1* Form of 1998 Stock Incentive Plan Stock Option Award Agreement.
99.2* 1999 Non-Employee Directors' Stock Option Plan.
99.2.1* Form of 1999 Non-Employee Directors' Stock Option Plan Nonstatutory
Stock Option
99.2.2* Form of 1999 Non-Employee Directors' Stock Option Plan Notice of
Exercise.
_____________
* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-76099), filed with the SEC on June 24, 1999.
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement, and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
3.
<PAGE>
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
4.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Beverly Hills, State of California, on July 23, 1999.
US SEARCH.com Inc.
By: /s/ C. Nicholas Keating, Jr.
-------------------------------------------
C. Nicholas Keating, Jr.
Title: President, Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints C. Nicholas Keating, Jr. and William G.
Langley and each or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ C. Nicholas Keating, Jr. President, Chief Executive Officer and July 23, 1999
- -------------------------------------------
C. Nicholas Keating, Jr. Director (Principal Executive Officer)
/s/ William G. Langley Vice President, Chief Financial Officer July 23, 1999
- -------------------------------------------
William G. Langley (Principal Financial Officer and
Accounting Officer)
/s/ Peter Locke Co-Chairman and Director July 23, 1999
- -------------------------------------------
Peter Locke
/s/ Donald Kushner Co-Chairman and Director July 23, 1999
- -------------------------------------------
Donald Kushner
/s/ Nicholas Rockefeller Director July 23, 1999
- -------------------------------------------
Nicholas Rockefeller
/s/ Russell I. Pillar Director July 23, 1999
- -------------------------------------------
Russell I. Pillar
/s/ Harry B. Chandler Director July 23, 1999
- -------------------------------------------
Harry B. Chandler
/s/ Alan C. Mendelson Director July 23, 1999
- -------------------------------------------
Alan C. Mendelson
</TABLE>
5.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1* Certificate of Incorporation of the Company.
4.1.1* Certificate of Amendment of Certificate of Incorporation, dated May 12,
1999, changing corporate name to US SEARCH.com Inc.
4.2* Bylaws of the Company
4.3* Form of Common Stock Certificate
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Cooley Godward LLP. (Included in Exhibit 5.1).
24.1 Power of Attorney (See signature page).
99.1* 1998 Amended and Restated Stock Option Plan.
99.1.1* Form of 1998 Stock Incentive Plan Stock Option Award Agreement.
99.2* 1999 Non-Employee Directors' Stock Option Plan.
99.2.1* Form of 1999 Non-Employee Directors' Stock Option Plan Nonstatutory
Stock Option
99.2.2* Form of 1999 Non-Employee Directors' Stock Option Plan Notice of
Exercise.
_____________
* Documents incorporated by reference from the Company's Registration Statement
on Form S-1, as amended (333-76099), filed with the SEC on June 24, 1999.
<PAGE>
July 23, 1999 Exhibit 5.1
US SEARCH.com Inc.
9107 Wilshire Boulevard, Suite 700
Beverly Hills, CA 90210
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by US SEARCH.com Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to an aggregate of 2,918,023
shares of the Company's Common Stock, $.001 par value (the "Shares"), with
respect to (a) 2,600,650 of the Shares issuable pursuant to its Amended and
Restated 1998 Stock Incentive Plan (the "Stock Incentive Plan") and (b) 317,373
of the Shares issuable pursuant to its 1999 Non-Employee Directors' Stock Option
Plan (the "Non-Employee Directors' Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, the Company's Certificate of Incorporation, as amended, and
By-laws, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents, where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Stock Incentive
Plan, the Non-Employee Directors' Plan, the Registration Statement and related
Prospectus, will be validly issued, fully paid, and nonassessable (except as to
shares issued pursuant to certain deferred payment arrangements, which will be
fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Alan C. Mendelson
-------------------------------
Alan C. Mendelson
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated February 22, 1999, except for the
effects of the stock split and reincorporation into Delaware described in Note 3
of the notes to the financial statements as to which the date is June 22, 1999,
relating to the financial statements of US SEARCH.com Inc. as of December 31,
1998 and 1997 and for the each of the three years in the period ended December
31, 1998, which report is included in the Prospectus (File No. 333-76099) dated
June 25, 1999.
/s/ PricewaterhouseCoopers LLP
- --------------------------------
PricewaterhouseCoopers LLP
Woodland Hills, CA
July 22, 1999
