<PAGE>
================================================================================
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: August 2, 2000
(Date of earliest event reported)
US SEARCH.COM, Inc.
(exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware Commission File: 95-4504143
(State or other jurisdiction 000-26149 (I.R.S. Employer Identification No.)
of incorporation or
organization)
</TABLE>
5401 Beethoven Street
Los Angeles, CA 90066
(Address of Principal executive offices, including zip code)
(310) 302-6300
(Registrant's telephone number, including area code)
================================================================================
<PAGE>
ITEM 5. Other Events.
------------
As previously disclosed by press release, we are presently negotiating with
a strategic investor for an investment of up to $27.5 million in a private
placement of our securities. As a result of the transaction, we could issue
shares representing more than 20% of our outstanding common stock. In
connection with the financing, we have obtained a written exception from the
Nasdaq National Market ("Nasdaq") to its standard requirement that stockholder
approval be obtained in advance of any private placement of equity securities at
less than market prices if the transaction would result in shares of common
stock representing more than 19.9 percent of the outstanding stock being issued.
We received the exception from the stockholder approval requirement because two
of our largest stockholders (together holding more than 60% of our outstanding
common stock) certified to Nasdaq (in writing) that they would vote in favor of
the proposed financing if we were required to hold a stockholders' meeting to
approve the proposed transaction. In compliance with the requirements of
Nasdaq, on August 2, 2000 we mailed to our stockholders a notice of our intent
to proceed with the proposed financing without seeking stockholder approval if
the transaction is consummated. A copy of the notice is attached hereto as
Exhibit 99.1.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
(c) Exhibits.
99.1 Stockholder Notice dated August 2, 2000.
* * * * *
II-2
<PAGE>
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,
US SEARCH.com Inc.
Date: August 3, 2000 By /s/ Brent N. Cohen
--------------------------------
Name: Brent N. Cohen
Title: Chief Executive Officer
II-3
