<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
VISTA INFORMATION SOLUTIONS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
<PAGE>
VISTA INFORMATION SOLUTIONS, INC.,
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
August 22, 1997
-------------------------
The Annual Meeting of the Shareholders of VISTA Information Solutions,
Inc., a Minnesota corporation (the "Company"), will be held at the Company's
offices located at 5060 Shoreham Place, San Diego, California, beginning at 2:30
p.m. on August 22, 1997, for the following purposes:
1. To elect six persons to serve as directors of the Company until the
next Annual Meeting of the Shareholders or until their respective
successors shall be elected and qualified.
2. To transact such other business as may properly come before the Annual
Meeting.
The record date for determination of the shareholders entitled to notice of
and to vote at the meeting and any adjournments thereof is the close of business
on July 15, 1997.
Whether or not you expect to attend the Annual Meeting in person, please
complete, sign, date and promptly return the enclosed proxy in the envelope
provided, which requires no postage if mailed in the United States.
By Order of the Board of Directors
/s/ E. Stevens Hamilton
----------------------------------------
E. Stevens Hamilton
CHIEF FINANCIAL OFFICER AND SECRETARY
July 21, 1997
San Diego, California
<PAGE>
VISTA INFORMATION SOLUTIONS, INC.
5060 SHOREHAM PLACE
SAN DIEGO, CALIFORNIA 92122
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 22, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of VISTA Information Solutions, Inc.
(the "Company") to be voted at the Company's 1997 Annual Meeting of Shareholders
(the "Annual Meeting") and at any adjournment(s) thereof. The Annual Meeting
will be held at the Company's offices located at 5060 Shoreham Place, San Diego,
California, on August 22, 1997 at 2:30 p.m., local time.
A Proxy Card is enclosed for your use. You are solicited on behalf of the
Board of Directors to SIGN AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE. No postage is required if mailed within the United States. The cost
of soliciting proxies, including the preparation, assembly and mailing of
proxies and soliciting material, as well as the cost of forwarding such material
to the beneficial owners of the Company's outstanding stock will be borne by the
Company. Directors, officers and regular employees of the Company may, without
compensation other than their regular compensation, solicit proxies by
telephone, telegraph or personal conversation. The Company may reimburse
brokerage firms and others for expenses in forwarding proxy materials to the
beneficial owners of the Company's outstanding stock.
Any shareholder giving a proxy may revoke it at any time prior to its use
at the Annual Meeting either by giving written notice of such revocation to the
Secretary of the Company, by filing a duly executed proxy bearing a later date
with the Secretary of the Company, or by appearing at the Annual Meeting and
filing written notice of revocation with the Secretary of the Company prior to
use of the proxy. Proxies will be voted as specified by shareholders. Proxies
that are signed by shareholders but that lack any such specification will be
voted, subject to limitations set forth under the heading "Voting of Shares"
contained on pages 1 and 2 hereof, in favor of the election as directors of the
nominees for directors listed in this Proxy Statement.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
The Company expects that this proxy material will be mailed to shareholders
on or about July 21, 1997.
VOTING OF SHARES
The securities which can be voted at the Annual Meeting consist of the
Company's Common Stock, par value $.01 per share ("Common Stock"), Series B
Convertible Preferred Stock, par value $.01 per share (the "Series B
Preferred"), Series C Convertible Preferred Stock, par value $. 01 per share
(the "Series C Preferred") and Series D Convertible Preferred Stock, par value
$.01 per share (the "Series D Preferred'') (the Series B, Preferred, Series C
Preferred and Series D Preferred are collectively referred to hereinafter as the
"Preferred Stock"). The Common Stock entitles its owner to one vote on each
matter submitted to the shareholders at the Annual Meeting or any adjournment
thereof. Other than with respect to the election of directors, the Preferred
Stock entitles its owner to one vote for each of the underlying shares of Common
Stock into which the Preferred Stock is convertible ("Common Stock Equivalents")
on each matter submitted to the shareholders at the Annual Meeting or any
adjournment thereof. The Preferred Stock is currently convertible on a
ten-for-one basis with the Common Stock. With respect to the election of
directors, (i) the Common Stock and the Series D Preferred, on an as-converted
basis, will vote for three nominees (Messrs. Freeman, Gay and Moeller), (ii) the
Series B Preferred will vote for one
<PAGE>
nominee (Mr. Seid) and (iii) the Series C Preferred will vote for two nominees
(Messrs. Kahn and Rivelli). See "Election of Directors -- Other Information
About Nominees."
The record date for determining the holders of Common Stock and Common
Stock Equivalents entitled to notice of and to vote at the Annual Meeting is
July 15, 1997. On the record date, 13,031,268 shares of Common Stock were
outstanding and eligible to be voted at the Annual Meeting and 975,237 shares of
Preferred Stock (equal to 9,752,370 Common Stock Equivalents) were outstanding
and eligible to be voted at the Annual Meeting. The holders of a majority of
the shares entitled to vote, either represented in person or by proxy at the
Annual Meeting, will constitute a quorum for the transaction of business. In
general, shares of Common Stock and Common Stock Equivalents represented by a
properly signed and returned proxy card will be counted as shares present and
entitled to vote at the Annual Meeting for purposes of determining a quorum,
without regard to whether the card reflects abstentions (or is left blank) or
reflects a "broker non-vote" on a matter (i.e., a card returned by a broker
because voting instructions have not been received and the broker has no
discretionary authority to vote). Holders of shares of Common Stock and
Preferred Stock are not entitled to cumulate voting rights.
Other than as set forth above, the election of a nominee for director
requires the approval of a majority of the shares present and entitled to vote
in person or by proxy on that matter (and at least a majority of the minimum
number of votes necessary for a quorum to transact business at the Annual
Meeting). Shares represented by a proxy card voted as abstaining on any of the
proposals will be treated as shares present and entitled to vote that were not
cast in favor of a particular matter, and thus will be counted as votes against
the matter. Shares represented by a proxy card that includes any broker
non-vote on a matter will be treated as shares not entitled to vote on that
matter, and thus will not be counted in determining whether that matter has been
approved.
ELECTION OF DIRECTORS
NOMINATION
Pursuant to the Company's Bylaws, six directors will serve on the Company's
Board of Directors. The Company has nominated Messrs. Freeman, Gay and Moeller,
the Series B Preferred has nominated Mr. Seid and the Series C Preferred has
nominated Messrs. Kahn and Rivelli to serve as directors of the Company until
the next regular meeting of shareholders or until their earlier death,
resignation or removal from office. Each of the six nominees is presently a
member of the Board of Directors and has consented to serve another term as a
director if re-elected. If any of the nominees should be unavailable to serve
for any reason (which is not anticipated), the Board of Directors, the holders
of the Series B Preferred or the Series C Preferred, as the case may be, may
designate a substitute nominee or nominees (in which case the persons named on
the enclosed Proxy Card will vote all valid proxies for the election of such
substitute nominee or nominees), or allow the vacancy or vacancies to remain
open until a suitable candidate or candidates are located.
INFORMATION ABOUT NOMINEES
The names of the nominees and their ages as of July 15, 1997, are set forth
below. The Board of Directors recommends that shareholders vote FOR the
proposal to elect the six nominees listed below as directors of the Company.
Name Age Principal Occupation
- ---- --- --------------------
Jay D. Seid 36 Managing Director, Bachow & Associates
Martin F. Kahn 46 President, Cadence Information Associates
Thomas R. Gay 51 Chief Executive Officer
Robert J. Moeller 58 President, Moeller & Associates
Patrick A. Rivelli 60 General Partner of Sunwestern Investment Fund
Richard J. Freeman 44 Vice President, Century Capital Management
NOMINEES TO BE ELECTED BY HOLDERS OF COMMON STOCK AND SERIES D PREFERRED.
Pursuant to terms of the Company's Amended and Restated Articles of
Incorporation, the holders of the Series D Preferred are entitled to
<PAGE>
vote the number of shares of Common Stock into which the shares of Series D
Preferred are convertible at such time together with the holders of shares of
Common Stock, voting separately as a class, in the election of any directors of
the Company other than the directors elected by the holders of the shares of the
Series B Preferred or the Series C Preferred. The Board of Directors have
nominated Messrs. Freeman, Gay and Moeller to serve as directors elected by
holders of the Common Stock and Series D Preferred.
RICHARD J. FREEMAN has served as a director of the Company since October
1996. Since 1993 Mr. Freeman has been Vice President of Century Capital
Management. For the past 18 years, he has held various investment management
positions with Kemper Financial Services, First Chicago Corp. and Metropolitan
Life Insurance Company. Mr. Freeman has also served with the State of Michigan
Insurance Bureau and Treasury Department.
THOMAS R. GAY has served as a director and as President and Chief Executive
Officer of the Company since the merger of the Company with its wholly-owned
subsidiary, VISTA Environmental Information, Inc. ("VISTA Environmental") in
February 1995 (the "VISTA Merger"). Mr. Gay was a co-founder of VISTA
Environmental and served as the President and CEO of VISTA Environmental from
August 1991 to February 1995. From 1988 to August 1991, Mr. Gay served as
President of National Decisions Systems, a company involved in marketing
information products, databases and software, which he also co-founded.
ROBERT J. MOELLER has served as a director of the Company since 1992.
Since January 1994, Mr. Moeller has been the President of Moeller & Associates,
a management consulting firm. From 1991 to January 1994, Mr. Moeller served as
the Senior Vice President/Marketing of the Excel Division of Cargill,
Incorporated, a meat processing division. From 1988 through 1990, Mr. Moeller
served as President and Chief Operating Officer of Mackay Envelope Corporation,
a privately held envelope manufacturer.
NOMINEE TO BE ELECTED BY HOLDERS OF SERIES B PREFERRED. Pursuant to the
Company's Amended and Restated Articles of Incorporation, the holders of the
Series B Preferred, voting separately as a class, are entitled to elect one
director. The holders of the Series B Preferred have notified the Company that
Mr. Jay Seid is the Series B Preferred nominee.
JAY D. SEID has served as Chairman of the Board of Directors of the Company
since October 1996, and as a director since 1995. Since January 1996, Mr. Seid
has served as Managing Director of Bachow & Associates, Inc., an investment
company. From December 1992 to December 1996, Mr. Seid served as Vice President
of Bachow and Associates. From May 1988 to December 1992, Mr. Seid served as
President and General Counsel of Judicate, Inc., a publicly traded provider of
alternative dispute resolution services.
NOMINEES TO BE ELECTED BY HOLDERS OF SERIES C PREFERRED. Pursuant to the
Company's Amended and Restated Articles of Incorporation, the holders of the
Series C Preferred, voting separately as a class, are entitled to elect two
directors. The nominees of the Series C Preferred are Messrs. Kahn and Rivelli.
MARTIN F. KAHN has been a director of the Company since the VISTA Merger in
February 1995. From February 1995 to October 1996 Mr. Kahn served as Chairman
of the Board of Directors of the Company. From 1992 to February 1995, Mr. Kahn
served as Chairman of the Board of Directors of VISTA Environmental. From 1989
to 1992, Mr. Kahn was Chairman of the Board of Environmental Audit, Inc. Prior
to 1989, Mr. Kahn served as President of BRS Information Services, a provider of
on-line information to healthcare professionals. Mr. Kahn also serves as
Chairman of the Board of OneSource Information Services, Inc., a developer and
marketer of integrated business information and software, and as Chairman of the
Board of CDP Technologies, Inc., a medical, scientific and technical information
provider.
PATRICK A. RIVELLI has served as a director of the Company since the VISTA
Merger in February 1995. Mr. Rivelli is a founder of Sunwestern Investment Fund
III Limited Partnership, a venture capital fund, and has been the General
Partner of Sunwestern L.P. since 1988. Mr. Rivelli has also served as the
President and a director of Sunwestern Managers Inc., the management company of
Sunwestern Limited Fund, since October 1992. Mr. Rivelli is also a director of
Maxserv Inc., an information services firm.
<PAGE>
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
The business and affairs of the Company are managed by the Board of
Directors, which met six times and took seven actions by written consent during
the fiscal year ended December 31, 1996. Committees established by the Board
include the Audit Committee and the Compensation Committee. Each of the
directors of the Company, who were serving as directors during 1996, attended
75% or more of the aggregate meetings of the Board and all such committees on
which he served during 1996.
The members of the Audit Committee during the fiscal year ended December
31, 1996, were Messrs. Seid and Moeller. The function of the Audit Committee is
to review the internal and external financial reporting of the Company, the
scope of the independent audit and to consider comments by the auditors
regarding internal controls and accounting procedures and management's response
to those comments. The Audit Committee met one time during the fiscal year
ended December 31, 1996.
The members of the Compensation Committee as of December 31, 1996 were
Messrs. Seid and Rivelli. The function of the Compensation Committee is to
recommend the compensation for those officers who are also directors and for
senior management, and to review senior management's objectives and to make
recommendations to the Board of Directors regarding the administration of and
the grant of options under the Amended and Restated 1990 Stock Option Plan (the
"1990 Plan"), the 1995 Stock Incentive Plan (the "1995 Plan"), and all other
equity-based compensation plans adopted by the Company. The Compensation
Committee met one time during the fiscal year ended December 31, 1996.
DIRECTOR COMPENSATION
DIRECTORS' FEES. The Company pays each director who is not an employee of
the Company $200 for each Board meeting and committee meeting attended and
reimburses each director for out-of-pocket expenses.
AUTOMATIC OPTION GRANT. Pursuant to the 1995 Plan, each non-employee
director receives an automatic grant of options to purchase 10,000 shares of
Common Stock on January 1 each year the 1995 Plan is in effect at the then
prevailing market price at the time of the grant (the "Director Options"). The
Director Options are granted on a pro-rata basis for non-employee directors who
are not directors for a full twelve months prior to the date of grant, such that
if a non-employee director serves as a director for six months, that individual
receives an option to purchase 5,000 shares of Common Stock (50% of a full
grant) for that year. The Director Options expire five years from the date of
grant (subject to earlier termination in the event of death), are not
transferable (except by will or the laws of descent and distribution,) and are
fully exercisable six months after the date of grant.
<PAGE>
PRINCIPAL SHAREHOLDERS AND BENEFICIAL OWNERSHIP
OF MANAGEMENT
COMMON STOCK AND COMMON STOCK EQUIVALENTS
The following table sets forth information regarding the beneficial
ownership of Common Stock and Common Stock Equivalents of the Company as of June
30, 1997 (a) by each shareholder who is known by the Company to own beneficially
more than 5% of the outstanding Common Stock and Common Stock Equivalents or the
combined total voting power of all classes of capital stock of the Company on a
fully diluted, as converted basis, (b) by each director, (c) by the executive
officer named in the Summary Compensation Table, and (d) by all executive
officers and directors of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF CLASS
SHARES BENEFICIALLY OWNED(2)
NAME OWNED(1)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Paul S. Bachow . . . . . . . . . . . . . . . . . . . . 3,647,036 (3) 26.7%
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004
Paul S. Bachow Co-Investment Fund, L.P.. . . . . . . . 2,236,229 (4) 16.4%
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004
James E. Hovis . . . . . . . . . . . . . . . . . . . . 890,912 (5) 6.5%
329 N. 3rd Street
DeKalb, IL 60115
Hudson Trust . . . . . . . . . . . . . . . . . . . . . 1,064,982 (6) 7.8%
c/o Pyrenees Management Co., Inc.
Suite 445, The Office Center
666 Plainsboro Road
Plainsboro, NJ 08536
Sunwestern III Group . . . . . . . . . . . . . . . . . 1,506,349 (7) 11.0%
Three Forest Plaza
Suite 1300
12221 Merit Drive
Dallas, TX 75251
James Silock . . . . . . . . . . . . . . . . . . . . . 1,506,349 (8) 11.0%
Three Forest Plaza
Suite 1300
12221 Merit Drive
Dallas, TX 75251
<PAGE>
U.S. Trust . . . . . . . . . . . . . . . . . . . . . . 845,430 (9) 6.4%
c/o Pyrenees Management Co., Inc.
Suite 445, The Office Center
666 Plainsboro Road
Plainsboro, NJ 08536
Martin F. Kahn . . . . . . . . . . . . . . . . . . . . 823,722 (10) 6.0%
Rho Management Company
767 Fifth Avenue
New York, NY 10153
Thomas R. Gay. . . . . . . . . . . . . . . . . . . . . 2,262,378 (11) 16.6%
5060 Shoreham Place
Suite 300
San Diego, CA 92122
Robert J. Moeller. . . . . . . . . . . . . . . . . . . 85,263 (12) .6%
Moeller & Associates
110711 Kings Lane
Chaska, MN 55318
Jay D. Seid. . . . . . . . . . . . . . . . . . . . . . 2,236,229 (13) 16.4%
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004
Patrick A. Rivelli . . . . . . . . . . . . . . . . . . 1,527,409 (14) 11.2%
Three Forest Plaza, Suite 1300
12221 Merit Dr.
Dallas, TX 75251
Richard J. Freeman . . . . . . . . . . . . . . . . . . 385,264 (15) 2.8%
Century Capital Management
One Liberty Square
Boston, MA 02109
SIRROM Capital Corporation . . . . . . . . . . . . . . 1,247,582 (16) 9.1%
500 Church St., #200
Nashville, TN 37219
All current directors and executive officers as a
group (9 persons) . . . . . . . . . . . . . . . . . . 8,688,352 (5) (10) (11) 63.7%
(12)(13) (14) (15) (17)
</TABLE>
- ----------------------
*Less than l%.
(1) Unless otherwise noted, all of the shares shown are held by individuals or
entities possessing sole voting and investment power with respect to such
shares. These numbers include shares deemed beneficially owned by virtue
of the right of a person to acquire them within 60 days, whether by the
exercise of options or warrants or the conversion of Preferred Stock or
debentures into Common Stock.
(2) The "Percent of Class Owned" is calculated by dividing the "Number of
Shares Beneficially Owned" by the sum of (i) the total outstanding shares
of Common Stock of the Company and (ii) shares of Common Stock
<PAGE>
that such person has the right to acquire within 60 days, whether by the
exercise of options or warrants or the conversion of Preferred Stock or
debentures into Common Stock.
(3) Includes 231,454 shares of Common Stock beneficially owned by Paul S.
Bachow, 80,476 shares of Common Stock Mr. Bachow has the right to acquire
upon the exercise of warrants, 2,236,229 shares of Common Stock
beneficially owned by the Paul S. Bachow Fund, L.P. (the "Bachow Fund").
Includes 627,440 shares of Common Stock Mr. Bachow has the right to acquire
upon the conversion of 62,744 shares of Series B Preferred, 293,520 shares
of Common Stock Mr. Bachow has the right to acquire upon conversion of
29,352 shares of Series D Preferred, 94,988 shares of Common Stock Mr.
Bachow has the right to acquire upon the exercise of stock options and
warrants, and 47,519 shares of Common Stock Mr. Bachow has the right to
acquire upon the conversion of debentures.
(4) Includes 1,372,560 shares of Common Stock the Bachow Fund has the right to
acquire upon the conversion of 137,256 shares of Series B Preferred,
642,100 shares of Common Stock that the Bachow Fund has the right to
acquire upon the conversion of 64,210 shares of Series D Preferred and
221,569 shares of Common Stock that the Bachow Fund has the right to
acquire upon the exercise of stock options.
(5) Includes 195 shares of Common Stock beneficially owned by Mr. Hovis,
252,500 shares of Common Stock that Mr. Hovis has the right to acquire upon
the exercise of stock options and warrants, 51,650 shares of Common Stock
held by Mr. Hovis' wife, 348,486 shares of Common Stock held by Mr. Hovis
in trust for which Mr. Hovis is the beneficiary, 24,081 shares held by Mr.
Hovis' children, 103,000 shares of Common Stock that Mr. Hovis' wife has
the right to acquire upon the exercise of stock options, and 111,000 shares
of Common Stock held in trust that Mr. Hovis, as beneficiary, has the right
to acquire upon the exercise of stock options. Mr. Hovis will not stand
for reelection at the Annual Meeting.
(6) Includes 948,730 shares of Common Stock that Hudson Trust has the right to
acquire upon the conversion of 94,873 shares of Series C Preferred, 30,310
shares of Common Stock that Hudson Trust has the right to acquire upon the
conversion of 3,031 shares of Series C Preferred issuable upon exercise of
warrants and 32,615 shares of Common stock issuable upon exercise of
warrants.
(7) Includes 162,376 shares of Common Stock beneficially owned by Sunwestern
Investment Fund III Limited Partnership ("Sunwestern LP"), 217,170 shares
of Common Stock issuable upon conversion of 21,717 shares of Series C
Preferred held of record by Sunwestern LP, 14,400 shares of Common Stock
which Sunwestern LP has the right to acquire upon exercise of stock
options, 140,698 shares of Common Stock beneficially owned by Sunwestern
Cayman Partners 1988 ("Sunwestern 1988"), 235,260 shares of Common Stock
issuable upon conversion of 23,526 shares of Series C Preferred held of
record by Sunwestern 1988, 15,600 shares of Common Stock which Sunwestern
1988 has the right to acquire upon exercise of stock options, 67,435 shares
of Common Stock that Sunwestern LP has the right to acquire upon the
exercise of warrants, 83,053 shares of Common Stock that Sunwestern 1988
has the right to acquire upon the exercise of warrants, 412,180 shares of
Common Stock issuable upon conversion of 41,218 shares of Series C
Preferred Stock held of record by Mapleleaf Capital, Ltd. ("Mapleleaf"),
and 27,630 shares of Common Stock issuable upon conversion of 2,763 shares
of Series C Preferred which Mapleleaf has the right to acquire upon the
exercise of warrants, and 130,547 shares of Common Stock which Mapleleaf
has the right to acquire upon conversion of Series C Preferred debentures.
(8) Includes 1,506,349 shares of Common Stock beneficially owned by Sunwestern
III Group. Mr. Silock and Mr. Rivelli, a director of the Company are the
general partners of Sunwestern LP and Mapleleaf. Mr. Rivelli and Mr.
Silock are equal shareholders of Sunwestern Incorporated, the attorney in
fact for Sunwestern 1988, having the power to vote and direct the voting of
the shares held by Sunwestern 1988. Sunwestern Incorporated also manages
Sunwestern LP and Mapleleaf. Pursuant to Rule 13d-3 of the Securities and
Exchange Act of 1934, Mr. Silock may be deemed to share beneficial
ownership with respect to the shares held by Sunwestern LP, Sunwestern 1988
and Mapleleaf; however, Mr. Silock disclaims beneficial ownership except to
the extent of his pecuniary interest therein.
<PAGE>
(9) Includes 845,430 shares of Common Stock that U.S. Trust has the right to
acquire upon the conversion of Series C Preferred.
(10) Includes 871 shares of Common Stock held by Cadence Management, L.P.
("Cadence"), of which Mr. Kahn serves as the sole general partner, and
230,914 shares of Common Stock that Cadence has the right to acquire upon
exercise of stock options.. Also includes 235,917 shares of Common Stock
beneficially owned by Gibraltar Trust ("Gibraltar"), 53,114 shares of
Common Stock that Gibraltar has the right to acquire upon exercise of
warrants, 302,906 shares of Common Stock which Gibraltar has the right to
acquire upon by conversion of Series C Preferred debentures. Does not
include 2,006,630 shares of Common Stock issuable upon conversion of
200,663 shares of Series C Preferred held by the Hudson Trust and the U.S.
Trust, 49,310 shares of Common Stock issuable upon conversion of 4,931
shares of Series C Preferred which the Hudson Trust and the U.S. Trust have
the right to acquire upon the exercise of warrants. The U.S. Trust and the
Hudson Trust have the right to co-invest in securities transactions in
which Cadence or Mr. Kahn invests and on this basis could be deemed to
constitute a group for purposes of Rule 13d-13 under the Rules of the
Securities and Exchange Commission. Neither Cadence nor Mr. Kahn has
voting or dispositive power over any of the shares owned by the Hudson
Trust or the U.S. Trust, nor do the Hudson Trust or the U.S. Trust have
voting or dispositive power over the shares held by Cadence or Mr. Kahn and
for such reason the parties do not believe they constitute such a 13d-3
group. Mr. Kahn disclaims beneficial ownership of any shares owned by the
U.S. Trust and the Hudson Trust.
(11) Includes 149,537 shares of Common Stock held by Mr. Gay's children, but as
to which he disclaims any beneficial interest, 1,250,271 shares of Common
Stock beneficially owned by Mr. Gay, 384,050 shares of Common Stock that
Mr. Gay has the right to acquire upon the exercise of options and warrants
and 478,520 shares of Common Stock Mr. Gay has the right to acquire upon
the conversion of 47,852 shares of Series C Preferred.
(12) Includes 10,254 shares of Common Stock beneficially owned by Mr. Moeller,
10,857 shares of Common Stock held by Moeller & Associates of which Mr.
Moeller serves as President, 55,000 shares of Common Stock which Moeller &
Associates has the right to acquire upon the exercise of stock options, and
9,152 shares of Common Stock that Moeller & Associates has the right to
acquire upon the exercise of warrants.
(13) Includes 10,000 shares of Common Stock which Mr. Seid has the right to
acquire upon the exercise of stock options, 2,216,229 shares of Common
Stock beneficially owned by the Bachow Fund; however, Mr. Seid disclaims
beneficial ownership of such shares. Mr. Seid is a Managing Director of
Bachow & Associates and has investment power with respect to the shares
held by the Bachow Fund.
(14) Includes 9,100 shares of Common Stock beneficially owned by Mr. Rivelli and
11,960 shares of Common Stock issuable upon conversion of 1,196 shares of
Series C Preferred held jointly by Mr. Rivelli and his wife. Also includes
1,506,349 shares of Common Stock beneficially owned by Sunwestern III
Group. Mr. Rivelli and Mr. Silock are the general partners of Sunwestern
LP and Mapleleaf, and are equal shareholders of Sunwestern Incorporated,
the attorney in fact for Sunwestern 1988, having the power to vote and
direct the voting of the shares held by Sunwestern 1988. Sunwestern
Incorporated also manages Sunwestern LP and Mapleleaf. Pursuant to Rule
13d-3 of the Securities Exchange Act of 1934, Mr. Rivelli may be deemed to
share beneficial ownership with respect to the shares held by Sunwestern
LP, Sunwestern 1988 and Mapleleaf; however, Mr. Rivelli disclaims
beneficial ownership except to the extent of his pecuniary interest therein
(15) Includes 209,311 shares of Common Stock beneficially owned by Century
Capital Management ("Century"), 15,000 shares of Common Stock that Century
has the right to acquire upon exercise of stock options, and 160,953 shares
of Common Stock that Century has the right to acquire upon the exercise of
warrants.
<PAGE>
(16) Includes 1,247,582 shares of Common Stock that SIRROM Capital Corporation
has the right to acquire upon exercise of warrants.
(17) Includes 63,352 shares of Common Stock and 414,823 shares of Common Stock
that executive officers have the right to acquire upon the exercise of
stock options.
SERIES B PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series B Preferred as of June 30, 1997 (a) by each
shareholder who is known by the Company to own beneficially more than 5% of the
outstanding Series B Preferred, (b) by each director, (c) by each person named
in the Summary Compensation Table, and (d) by all executive officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES BENEFICIALLY CLASS
NAME OWNED(1) OWNED(2)
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Paul S. Bachow . . . . . . . . . . . . . . . . . . . . 200,000 (3) 100%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004
Bachow Fund. . . . . . . . . . . . . . . . . . . . . . 137,256 68.6%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004
Martin F. Kahn . . . . . . . . . . . . . . . . . . . . 0 *
Thomas R. Gay. . . . . . . . . . . . . . . . . . . . . 0 *
Gary S. Mertz. . . . . . . . . . . . . . . . . . . . . 0 *
James E. Hovis . . . . . . . . . . . . . . . . . . . . 0 *
Robert J. Moeller. . . . . . . . . . . . . . . . . . . 0 *
Jay D. Seid. . . . . . . . . . . . . . . . . . . . . . 137,256 (4) 68.6%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004
Patrick A. Rivelli . . . . . . . . . . . . . . . . . . 0 *
Richard J. Freeman . . . . . . . . . . . . . . . . . . 0 *
All current directors and executive officers as a
group (9 persons). . . . . . . . . . . . . . . . . . . 137,256 (4) 68.6%
</TABLE>
- --------------------
*Less than l%.
(1) Unless otherwise noted, all of the shares shown are held by individuals or
entities possessing sole voting and investment power with respect to such
shares. These numbers include shares deemed beneficially owned by virtue
of the right of a person to acquire them within 60 days, whether by the
exercise of options or warrants.
<PAGE>
(2) The "Percent of Class Owned" is calculated by dividing the "Number of
Shares Beneficially Owned" by the sum of (i) the total outstanding shares
of Series B Preferred and (ii) shares of Series B Preferred that such
person has the right to acquire within 60 days by the exercise of options
or warrants
(3) Includes 137,256 shares of Series B Preferred beneficially owned by the
Bachow Fund.
(4) Includes 137,256 shares of Series B Preferred beneficially owned by the
Bachow Fund; however, Mr. Seid disclaims beneficial ownership of such
shares. Mr. Seid is a Managing Director of Bachow & Associates and has
investment power with respect to the shares held by the Bachow Fund.
SERIES C PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series C Preferred as of June 30, 1997 (a) by each
shareholder who is known by the Company to own beneficially more than 5% of the
outstanding Series C Preferred, (b) by each director, (c) by each person named
in the Summary Compensation Table, and (d) by all executive officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES BENEFICIALLY CLASS
NAME OWNED(1) OWNED(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
First Century Partnership III . . . . . . . . . . . . 155,919 (3) 26.5%
One Palmer Square, Suite 425
Princeton, NJ 08542
Hudson Trust . . . . . . . . . . . . . . . . . . . . . 97,904 (4) 16.6%
c/o Pyrenees Management Co., Inc.
Suite 445, The Office Center
666 Plainsboro Road
Plainsboro, NJ 08536
Sunwestern III Group . . . . . . . . . . . . . . . . . 102,279 (5) 17.4%
Three Forest Plaza
Suite 1300
12221 Merit Drive
Dallas, TX 75251
James Silock . . . . . . . . . . . . . . . . . . . . . 102,279 (6) 17.4%
Three Forest Plaza
Suite 1300
12221 Merit Drive
Dallas, TX 75251
U.S. Trust . . . . . . . . . . . . . . . . . . . . . . 84,543 (7) 14.3%
c/o Pyrenees Management Co., Inc.
Suite 445, The Office Center
66 Plainsboro Road
Plainsboro, NJ 08536
Technology for Information and Publishing, L.P.. . . . 68,126 (8) 11.6%
One Cranberry Hill
Lexington, MA 92173
<PAGE>
Martin F. Kahn . . . . . . . . . . . . . . . . . . . . 0(9) *
Thomas R. Gay. . . . . . . . . . . . . . . . . . . . . 47,852 (10) 8.1%
5060 Shoreham Place, Suite 300
San Diego, CA 92122
Gary S. Mertz. . . . . . . . . . . . . . . . . . . . . 0 *
James E . Hovis. . . . . . . . . . . . . . . . . . . . 0 *
Robert J. Moeller. . . . . . . . . . . . . . . . . . . 0 *
Jay D. Seid. . . . . . . . . . . . . . . . . . . . . . 0 *
Patrick A. Rivelli . . . . . . . . . . . . . . . . . . 124,786 (11) 21.2%
Three Forest Plaza, Suite 1300
12221 Merit Drive
Dallas, TX 75251
Richard J. Freeman . . . . . . . . . . . . . . . . . . 0
Century Capital Management
One Liberty Square
Boston, MA 02109
All current directors and executive officers as a
group (9 persons . . . . . . . . . . . . . . . . . . . 172,638 (9) (10) (11) 29.3%
</TABLE>
- -----------------------
*Less than 1%.
(1) Unless otherwise noted, all of the shares shown are held by individuals or
entities possessing sole voting and investment power with respect to such
shares. These numbers include shares deemed beneficially owned by virtue
of the right of a person to acquire them within 60 days, whether by the
exercise of option or warrants.
(2) The "Percent of Class Owned" is calculated by dividing the "Number of
Shares Beneficially Owned" by the sum of (i) the total outstanding shares
of Series C Preferred and (ii) shares of Series C Preferred that such
person has the right to acquire within 60 days by the exercise of options
or warrants.
(3) Includes 133,888 shares of Series C Preferred held of record by First
Century Partnership III, 2,049 shares of Series C Preferred that First
Century Partnership III has the right to acquire upon the exercise of
warrants and 19,982 shares of Series C Preferred that First Century
Partnership III has the right to acquire upon conversion of debentures.
(4) Includes 94,873 shares of Series C Preferred held of record by the Hudson
Trust, and 3,031 shares of Series C Preferred that the Hudson Trust has the
right to acquire upon the exercise of warrants.
(5) Includes 21,717 shares of Series C Preferred held of record by Sunwestern
LP, 23,526 shares of Series C Preferred held of record by Sunwestern 1988,
41,218 shares of Series C Preferred held of record by Mapleleaf, 2,763
shares of Series C Preferred which Mapleleaf has the right to acquire upon
the exercise of warrants, and 13,055 shares of Series C Preferred which
Mapleleaf has the right to acquire upon conversion of debentures.
<PAGE>
(6) Includes 123,590 shares of Series C Preferred beneficially owned by
Sunwestern III Group. Mr. Silock and Mr. Rivelli, a director of the
Company, are the general partners of Sunwestern LP and Mapleleaf and are
equal shareholders of Sunwestern Incorporated, the attorney in fact for
Sunwestern 1988. Sunwestern Incorporated also manages Sunwestern LP and
Mapleleaf. Mr. Silock may be deemed to share beneficial ownership with
respect to the shares held by Sunwestern LP, Sunwestern 1988 and Mapleleaf;
however, Mr. Silock disclaims beneficial ownership except to the extent of
his pecuniary interest therein.
(7) Includes 84,543 shares of Series C Preferred held of record by U.S. Trust.
(8) Includes 57,203 shares of Series C Preferred held of record by Technology
for Information and Publishing, L.P. ("Technology"), 2,293 shares of Series
C Preferred that Technology has the right to acquire upon the exercise of
warrants, and 8,630 shares of Series C Preferred that Technology for
Information and Publishing, L.P. has the right to acquire upon the
conversion of debentures.
(9) Does not include 179,416 shares of Series C Preferred held by the Hudson
Trust and the U.S. Trust or 5,732 shares of Series C Preferred which the
Hudson Trust and the U.S. Trust have the right to acquire upon the exercise
of warrants. The Hudson Trust and the U.S. Trust have the right to
co-invest in securities transactions in which Cadence or Mr. Kahn invests,
and on this basis could be deemed to constitute a group for purposes of
Rule 13d-13 under the Rules of the Securities and Exchange Commission.
Neither Cadence nor Mr. Kahn has voting or dispositive power over any of
the shares owned by the Hudson Trust and the U.S. Trust, nor do any of the
Hudson Trust and the U. S. Trust have voting or dispositive power over the
shares held by Cadence or Mr. Kahn and for such reason the parties do not
believe they constitute such a 13d-3 group. Mr. Kahn disclaims beneficial
ownership of any shares owned by the Trust or the Gibraltar Beneficiaries.
(10) Includes 47,852 shares of Series C Preferred held of record by Mr. Gay.
(11) Includes 1,196 shares of Series C Preferred held jointly with Mr. Rivelli's
wife. Also includes 123,590 shares of Series C Preferred beneficially
owned by Sunwestern III Group. Mr. Rivelli and Mr. Silock are the general
partners of Sunwestern LP and Mapleleaf and are equal shareholder of
Sunwestern Incorporated, the attorney in fact for Sunwestern 1988, having
the power to vote and direct the voting of the shares held by Sunwestern
1988. Sunwestern Incorporated also manages Sunwestern LP and Mapleleaf.
Mr. Rivelli may be deemed to share beneficial ownership with respect to the
shares held by Sunwestern LP, Sunwestern 1988 and Mapleleaf; however, Mr.
Rivelli disclaims beneficial ownership except to the extent of his
pecuniary interest therein.
SERIES D PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series D Preferred as of June 30, 1997 (a) by each
shareholder who is known by the Company to own beneficially more than 5% of the
outstanding Series D Preferred, (b) by each director, (c) by each person named
in the Summary Compensation Table, and (d) by all executive officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES BENEFICIALLY CLASS
NAME OWNED(1) OWNED(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Paul S. Bachow . . . . . . . . . . . . . . . . . . . . 93,562 (3) 50.0%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004
<PAGE>
Bachow Fund. . . . . . . . . . . . . . . . . . . . . . 64,210 34.3%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004
Century Capital Partners, L.P. . . . . . . . . . . . . 74,850 40.0%
One Liberty Square
Boston, MA 02109
Cox Enterprises, Inc., Pension Plan. . . . . . . . . . 18,712 10.0%
1400 Lake Hearn Drive
Atlanta, GA 30319
Martin F. Kahn . . . . . . . . . . . . . . . . . . . . 0 *
Thomas R. Gay. . . . . . . . . . . . . . . . . . . . . 0 *
Gary S. Mertz. . . . . . . . . . . . . . . . . . . . . 0 *
James E. Hovis . . . . . . . . . . . . . . . . . . . . 0 *
Robert J. Moeller. . . . . . . . . . . . . . . . . . . 0 *
Jay D. Seid. . . . . . . . . . . . . . . . . . . . . . 64,210 (4) 34.3%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004
Patrick A. Rivelli . . . . . . . . . . . . . . . . . . 0 *
Richard J. Freeman . . . . . . . . . . . . . . . . . . 0 *
All current directors and executive officers
as a group (9 persons) . . . . . . . . . . . . . . . . 64,210 (4) 34.3%
</TABLE>
- -----------------------
*Less than 1%.
(1) Unless otherwise noted, all of the shares shown are held by individuals or
entities possessing sole voting and investment power with respect to such
shares. These numbers include shares deemed beneficially owned by virtue
of the right of a person to acquire them within 60 days, whether by the
exercise of options or warrants.
(2) The "Percent of Class Owned" is calculated by dividing the "Number of
Shares Beneficially Owned" by the sum of (i) the total outstanding shares
of Series D Preferred and (ii) shares of Series D Preferred that such
person has the right to acquire within 60 days, whether by the exercise of
options or warrants.
(3) Includes 64,210 shares of Series D Preferred beneficially owned by the
Bachow Fund.
(4) Includes 64,210 shares of Series D Preferred beneficially owned by the
Bachow Fund. Mr. Seid is a Managing Director of Bachow & Associates and
has investment power with respect to the shares held by the Bachow Fund.
<PAGE>
EXECUTIVE COMPENSATION AND OTHER BENEFITS
The following table sets forth the cash and non-cash compensation paid or
earned (i) during the fiscal years ended December 31, 1996 and 1995 by the Chief
Executive Officer of the Company. No other executive officer of the Company had
salary and bonus which exceeded $100,000 for the fiscal year ended December 31,
1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
---------------------------------------
Long Term Compensation
----------------------
Awards
------
Name And Principal Position Year Salary ($) Bonus ($) Other ($) Securities Underlying Options
- --------------------------- ---- ---------- --------- --------- -----------------------------
<S> <C> <C> <C> <C> <C>
Thomas R. Gay (1) 1996 $187,500 -- 11,000 (2) --
Chief Executive Officer 1995 169,167 -- 8,688 (3) 150,000
</TABLE>
(1) Mr. Gay became Chief Executive Officer of the Company on February 28, 1995,
concurrent with the VISTA Merger.
(2) Includes an annual car allowance of $6,000 and country club memberships
dues of $5,000.
(3) Includes an annual car allowance of $5,000 and country club membership dues
of $3,688.
OPTION GRANTS AND OPTIONS OUTSTANDING
No person named in the Summary Compensation Table was granted options to
purchase Common Stock during the year ended December 31, 1996. The following
table sets forth information with respect to option grants and fiscal year-end
option values for the persons named in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options Options
at FY-End (#) at FY-End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
- ---- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Thomas R. Gay --- --- 249,538 /50,000 $72152 / 0-----
-----
</TABLE>
<PAGE>
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
GAY AGREEMENT. Concurrent with the closing of the VISTA Merger, the
Company entered into an employment agreement with Mr. Gay, as President and
Chief Executive Officer of the Company. The agreement between the Company and
Mr. Gay provides for (i) an initial base salary of $180,000 for the first year
of employment and a base salary of, $195,000 for the second year of employment;
(ii) a grant of incentive stock options to purchase 150,000 shares of Common
Stock with an exercise price equal to $1.41 per share (the fair market value of
one share of the Common Stock on the date of grant) which options vest in two
equal installments on the first and second anniversary of the date of grant and
remain exercisable for a period of ten years; (iii) a bonus in the range from
$60,000 to $100,000 based upon the achievement of certain performance criteria
to be established by the Board; (iv) an automobile allowance of $500 per month;
and (v) a country club membership allowance of up to $5,000 per year. The
initial term of this agreement expired on February 28, 1997.
The terms of the agreement between the Company and Mr. Gay also provided
that if Mr. Gay is terminated by the Company "other than for cause" (as such
phrase is defined in the agreement), then Mr. Gay would be entitled to his base
salary and benefits for the remainder of the term of the agreement; provided,
however, that such amount may not be less than an amount equal to one half of
the base salary paid to Mr. Gay in the prior calendar year. In the event of a
"change in control" of the Company (as defined in the agreement), (i) all
unvested options granted to Mr. Gay under the agreement immediately vest and
become fully exercisable; and (ii) the agreement automatically terminates and
Mr. Gay is entitled to receive all accrued salary due and owing plus salary for
a period of either one year or until the existing term of the agreement expires,
whichever is longer. The agreement also prohibits disclosure of confidential
information to anyone outside of the Company both during and after employment
and prohibits competition with the Company and the solicitation of customers and
employees of the Company for two years after termination of employment.
On February 28, 1997 a new agreement was completed which continued the
terms of the original agreement through December 31, 1997 with the following
additions: (i) a grant of incentive stock options to purchase 30,000 shares of
Common Stock with an exercise price equal to $0.50 per share (in consideration
of Mr. Gay's willingness to forgo a contractual base salary increase during
1996) and (ii) if Mr. Gay is terminated by the Company "other than for cause"
(as such phrase is defined in the agreement), then Mr. Gay would be entitled to
his base salary, health, medical and similar benefits for nine months following
the termination.
CHANGE IN CONTROL ARRANGEMENTS. In addition to the terms of Mr. Gay's
employment agreement relating to changes in control of the Company, the
Company's 1995 Stock Incentive Plan (the "1995 Plan") provides that, unless
otherwise provided in an agreement evidencing an option granted under the 1995
Plan, in the event of a "change in control" of the Company (as defined below),
all outstanding options will become immediately exercisable in full and will
remain exercisable for the remainder of their terms. In addition, in the event
of such a change in control, the committee administering the 1995 Plan, in its
sole discretion, may provide that some or all participants holding outstanding
options will receive for each share of Common Stock subject to such options cash
in an amount equal to the excess of the fair market value of such shares
immediately prior to the effective date of a change in control over the exercise
price per share of such options.
For purposes of the 1995 Plan, a "change in control" of the Company will be
deemed to have occurred, among other things, upon (i) the sale or other
disposition of substantially all of the assets of the Company to a person not
controlled by the Company, (ii) the approval by the Company's shareholders of a
plan or proposal for the liquidation or dissolution of the Company, (iii) a
merger or consolidation to which the Company is a party if the Company's
shareholders immediately prior to the merger or consolidation beneficially own,
immediately after the merger or consolidation, securities of the surviving
corporation representing 50% or less of the combined voting power of the
surviving corporation's then outstanding securities ordinarily having the right
to vote at elections of directors, (iv) the Incumbent Directors (defined as the
directors in office as of the effective date of the 1995 Plan or any persons who
subsequently become directors and whose election or nomination was approved by
at least a majority of Incumbent Directors) cease for any reason to constitute
at least a majority of the Board; or (v) a change in control of the Company of a
nature that would be required to be reported pursuant to Section 13 or 15(d) of
the Exchange Act.
<PAGE>
RELATED TRANSACTIONS
SENIOR SUBORDINATED PROMISSORY NOTES. In April 1996, the Company issued
$170,000 of Senior Subordinated Promissory Notes (the "Senior Notes"), bearing
interest at 16% and due in September 1996. The Senior Notes were issued
together with warrants to purchase a number of shares of Common Stock equal to
50% of the amount of the Senior Notes based upon an exercise price of 70% of the
fair-market value of the Common Stock twenty-one days prior to funding, and with
such warrant coverage increasing 3% per week so long as the Senior Notes remain
outstanding, to a maximum of 1256. Martin F. Kahn and Patrick A. Rivelli, both
directors of the Company, loaned $65,000 and $64,000, respectively pursuant to
the Senior Notes.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who beneficially own
more than 10% of the Company's Common Stock to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Executive officers, directors and greater-than-10% shareholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) reports
they file. To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company for the year ended December 31, 1996, all
executive officers and greater-than-10% shareholders filed the required Section
16(a) reports in a timely manner with the exception of Mr. Freeman who filed an
Initial Statement of Beneficial Ownership of Securities with the Securities and
Exchange Commission in January 1997.
INDEPENDENT PUBLIC ACCOUNTANTS
McGladrey & Pullen, LLP has been the independent public accountants for the
Company since 1992. Representatives of McGladrey & Pullen, LLP will be present
at the Annual Meeting. They will have an opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions
from the shareholders. The Board of Directors has not yet selected independent
public accountants for calendar 1997.
SHAREHOLDERS' PROPOSALS
The rules of the Securities and Exchange Commission permit shareholders of
a company, after timely notice to the company, to present proposals for
shareholder action in the company's proxy statement where such proposals are
consistent with applicable law, pertain to matter appropriate for stockholder
action and are not properly omitted by company action in accordance with the
proxy rules. Shareholder proposals prepared in accordance with the proxy rules
must be received by the Company on or before March 23, 1998.
<PAGE>
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors of the Company knows of no matters other than those
referred to in the accompanying Notice of Annual Meeting of Stockholders which
properly may come before the Annual Meeting. However, if any other matter
should be properly presented for consideration and voting at the Annual Meeting
or any adjournments thereof, it is the intention of the persons named as proxies
on the enclosed form of Proxy Card to vote the Proxy Cards in accordance with
their judgment of what is in the best interest of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Thomas R. Gay
-----------------------------------
Thomas R. Gay
PRESIDENT AND CHIEF EXECUTIVE OFFICER
San Diego, California
July 21, 1997
<PAGE>
VISTA INFORMATION SOLUTIONS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas R. Gay and E. Stevens Hamilton, and
each of them, as Proxies, each with full power of substitution, and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of Common Stock of VISTA Information Solutions, Inc. held of record by
the undersigned on July 15, 1997, at the Annual Meeting of Shareholders to be
held on August 22, 1997, or any adjournment, thereof.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below / / AGAINST all nominees
(except as marked to the contrary below)
(INSTRUCTION: TO VOTE AGAINST ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE 'S NAME)
Richard J. Freeman Robert J. Moeller Thomas R. Gay
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(CONTINUED AND TO BE COMPLETED AND SIGNED ON THE REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES NAMED IN PROPOSAL 1 ABOVE. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: , 1997
----------------------------------------
Signature
----------------------------------------
Signature if held jointly
----------------------------------------
Print Name
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
