<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
Amendment No. 1 to Annual Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
COMMISSION FILE NO.: 0-20312
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VISTA INFORMATION SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1293754
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5060 SHOREHAM PLACE, #300, SAN DIEGO, CA 92122
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 450-6100
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
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PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) DIRECTORS OF THE REGISTRANT
The names of the Company's directors, their ages, the year in which each
first became a director and their principal occupations as of April 26, 1997 are
set forth below.
JAY D. SEID (age 36)has served Chairman of the Board of Directors of the
Company since October 1996 and as a director of the Company since 1995. Since
December 1992, Mr. Seid has served as Vice President of Bachow & Associates,
Inc., an Investment Company. 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. Prior to 1988, Mr. Seid was an
attorney specializing in corporate law with Wolf, Block, Schorr and Solis-Cohen
in Philadelphia.
THOMAS R. GAY (age 51) has served as a director and as President and Chief
Executive Officer of the Company since the merger with VISTA Environmental in
February 1995. 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.
JAMES E. HOVIS (AGE 52) has served as a director of the Company since 1991,
and was Chairman of the Board of Directors of the Company from August 1991 to
February 1995. From August 1991 to April 1993, Mr. Hovis also served as the
Chief Executive Officer of the Company. Prior to 1991, Mr. Hovis was involved
in the start-up and/or development of various business ventures.
ROBERT J. MOELLER(AGE 58) 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 Meat Sector
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.
MARTIN F. KAHN (AGE 46) has been a director of the Company since the merger
with VISTA Environmental 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 (AGE 60) has served as a director of the Company since
the merger with VISTA Environmental in February 1995. Mr. Rivelli is a founder
of Sunwestern Investment Fund III Limited Partnership 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.
RICHARD J. FREEMAN (AGE 44) 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.
Pursuant to the terms of the Company's Series B Preferred Stock, par value
$.01 per share ("Series B Preferred"), the holders of the Series B Convertible
Preferred are entitled to appoint and elect one
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director. Mr. Seid has been appointed to the Board by the Series B Preferred
shareholders. Pursuant to the terms of the Company's Series C Convertible
Preferred Stock, par value $.01 per share, ("Series C Preferred"), the holders
of the Series C Preferred are entitled to appoint and elect two directors.
Messrs. Kahn and Rivelli have been elected to the Board by the Series C
Preferred shareholders. Pursuant to the terms of the Company's Series D
Convertible Preferred Stock, par value $.01 per share ("Series D Preferred"),
the holders of the Series D Preferred are entitled to vote the number of shares
of Common Stock into which the Series D Preferred are convertible, together with
the holders of the shares of Common Stock, voting separately as a class, for the
election of any directors of the Company other than Directors elected by the
holders of Series B Preferred or Series C Preferred. Messrs. Gay, Hovis and
Moeller have been elected by the shareholders of the Company's Common Stock and
Series D Preferred Stock.
(b) EXECUTIVE OFFICERS OF THE REGISTRANT.
Information concerning executive officers of the Company is included in
this Annual Report on Form 10-K under Item 4A, "Executive Officers of the
Registrant".
(c) 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 and 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, directors 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 Exchange Commission in January 1997.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and non-cash compensation paid or
earned (i) during the fiscal year ended December 31, 1996 by the Chief Executive
Officer of the Company. No other executive officer of the Company had salary
and bonus which exceeded $100,000 for the fiscal year ended December 31, 1996.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
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Awards
Other ------
Annual Restricted Securities All Other
Name and Compen- Stock Underlying Compen-
Principal Position Year Salary($) Bonus($) sation($) Award(s)($) Options(#) sation($)
- ------------------ ---- --------- --------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas R. Gay 1996 187,500 - 11,000(1) - - -
Thomas R. Gay (2) 1995 169,167 - 8,688(3) - 150,000 -
CHIEF EXECUTIVE OFFICER
</TABLE>
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(1) Includes an annual car allowance of $6,000 and country club membership dues
of $5,000
(2) Mr. Gay became Chief Executive Officer of the Company on February 28, 1995,
concurrent with the Company's merger with VISTA Environmental.
(3) Includes an annual car allowance of $5,000 and country club membership dues
of $3,688.
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OPTION GRANTS
The following table provides information for the year ended December 31,
1996 as to individual grants of options to purchase shares of Common Stock by
each of the persons named in the Summary Compensation Table. No person named in
the Summary Compensation Table exercised options to purchase Common Stock during
the year ended December 31, 1996.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
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Percent of Exercise
Number of Securities Total Options or
Underlying Options Granted to Employees Base Price Expiration
Name Granted(#)(1) in Fiscal Year ($/SH) Date
- ---- ------------- -------------- ------ --------
<S> <C> <C> <C> <C>
Thomas R. Gay - - - -
</TABLE>
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MANAGEMENT AGREEMENTS
GAY AGREEMENT. Concurrent with the closing of the Company's merger with
VISTA Environmental on February 28, 1995, 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 contingent 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 expires on February 28, 1997.
The terms of the agreement between the Company and Mr. Gay also provide
that if Mr. Gay is terminated by the Company "other than for cause" (as such
phrase is defined in the agreement), then Mr. Gay is 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.
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
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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.
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 when attending Board
meetings or otherwise engaging in Company business.
AUTOMATIC OPTION GRANT. Pursuant to the 1995 Plan, each non-employee
director serving on the Board 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.
If a non-employee director is elected or appointed to serve as a director
following such January 1 date, such non-employee director receives an automatic
grant of an option to purchase (i) 5,000 shares of Common Stock if such
non-employee director is elected or appointed after June 30 in any year in which
the 1995 Plan is in effect, or (ii) 10,000 shares of Common Stock if such
non-employee director is elected or appointed prior to July 1 in any year in
which the 1995 Plan is in effect.
The exercise price per share for such options is equal to the fair market
value of one share of Common Stock on the date the option is granted. Options
automatically granted to non-employee directors under the 1995 Plan become
exercisable six months following the date of grant and expire five years from
the date of grant. In the event a non-employee director's service as a director
of the Company is terminated by reason of death or Disability (as defined in the
1995 Plan) all such outstanding options then held by the non-employee director
will become immediately exercisable in full and will remain exercisable for a
period of one year thereafter (but in no event after the expiration of any such
option). In the event that a non-employee director's service as a director of
the Company is terminated for any other reason, all such options then held by
the non-employee director will remain exercisable for a period of three months
thereafter to the extent exercisable as of the date of termination (but in no
event after the expiration of any such option).
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
COMMON STOCK
The following table sets forth information regarding the beneficial
ownership of Common Stock of the Company as of March 31, 1997 (a) by each
shareholder who is known by the Company to own beneficially more than 5% of the
outstanding Common Stock, (b) by each director, (c) by the executive officers
named in the Summary Compensation Table, and (d) by all executive officers and
directors of the Company as a group.
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<TABLE>
<CAPTION>
NUMBER OF PERCENT PERCENT
SHARES BENEFICIALLY OF CLASS OF TOTAL
NAME OWNED (1) OWNED (2) VOTING POWER(3)
- ---- --------- --------- ---------------
<S> <C> <C> <C>
Paul S. Bachow 3,279,696 (4) 26.6% 14.9%
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004
Paul S. Bachow Co-Investment 2,216,229 (5) 17.9% 10.1%
Fund, L.P.
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004
James E. Hovis 880,912 (6) 7.1% 4.0%
329 N. 3rd Street
DeKalb, IL 60115
Hudson Trust 1,064,982 (7) 8.8% 4.9%
c/o Pyrenees Management Co., Inc.
Suite 445, The Office Center
666 Plainsboro Road
Plainsboro, NJ 08536
Sunwestern III Group 1,352,242 (8) 11.0% 6.1%
Three Forest Plaza
Suite 1300
12221 Merit Drive
Dallas, TX 75251
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT PERCENT
BENEFICIALLY OF CLASS OF TOTAL
NAME OWNED (1) OWNED (2) VOTING POWER (3)
- ---- --------- --------- ----------------
<S> <C> <C> <C>
James Silock 1,352,242 (9) 11.0% 6.1%
Three Forest Plaza
Suite 1300
12221 Merit Drive
Dallas, TX 75251
U.S. Trust 872,440 (10) 7.1% 4.0%
c/o Pyrenees Management Co., Inc.
Suite 445, The Office Center
666 Plainsboro Road
Plainsboro, NJ 08536
Martin F. Kahn 221,785 (11) 1.8% 1.0%
Thomas R. Gay 1,985,304 (12) 16.1% 9.0%
5060 Shoreham Place
Suite 300
San Diego, CA 92122
Robert J. Moeller 47,961 (13) * *
Jay D. Seid 2,216,229 (14) 17.9% 10.1%
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C>
Patrick A. Rivelli 1,411,797 (1) 11.4% 6.4%
Richard J. Freeman 1,592,412 (16) 12.9% 7.2%
SIRROM Capital Corporation 1,247,582 (17) 10.1% 5.7%
All current directors and 8,789,576 (6)(11)(12) 71.2% 39.9%
executive officers as a group (13)(14)(15)
(10 persons) (16)(18)
</TABLE>
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* 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. Shares not outstanding but 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 Series
B Preferred, Series C Preferred or Series D Preferred ("Preferred Stock")
or debentures into Common Stock, are deemed outstanding in determining the
number of shares beneficially owned by such person or group.
(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 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. The "Percent of Class Owned" does not reflect shares
beneficially owned by virtue of the right of any person, other than the
person named and affiliates of that person, to acquire them within 60 days,
whether by exercise of options or warrants or the conversion of Preferred
Stock into Common Stock.
(3) The "Percent of Total Voting Power" 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 that such person has the right to acquire within 60 days by
the exercise of options or warrants, and (iii) all shares of Common Stock
issuable upon conversion of all outstanding shares of Preferred Stock.
(4) Includes 2,216,229 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 and 94,988 shares of Common Stock Mr. Bachow has the right to
acquire upon the exercise of stock options.
(5) 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 201,569 shares of Common Stock that the Bachow Fund has the right to
acquire upon the exercise of stock options.
(6) Includes 242,500 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.
(7) 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.
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(8) Includes 217,170 shares of Common Stock issuable upon conversion of
21,717 shares of Series C Preferred held of record by Sunwestern Investment
Fund III Limited Partnership ("Sunwestern LP"), 235,260 shares of Common
Stock issuable upon conversion of 23,526 shares of Series C Preferred held
of record by Sunwestern Cayman Partners 1988 ("Sunwestern 1988"), 102,293
shares of Common Stock issuable upon conversion of debentures held by
Sunwestern LP, 110,817 shares of Common Stock issuable upon conversion of
debentures held by Sunwestern 1988, 55,846 shares of Common Stock that
Sunwestern LP has the right to acquire upon the exercise of warrants,
60,499 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 debentures.
(9) Includes 1,352,242 shares of Common Stock beneficially owned by
Sunwestern III Group. Mr. Silock is one of two general partners of
Sunwestern LP and Mapleleaf and is a 50% 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. 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.
(10) Includes 845,430 shares of Common Stock that U.S. Trust has the right
to acquire upon the conversion of Series C Preferred and 27,010 shares of
Common Stock issuable upon conversion of 2,701 shares of Series C Preferred
that U.S. Trust has the right to acquire upon the exercise of warrants.
(11) Includes 220,914 shares of Common Stock that Mr. Kahn has the right to
acquire upon the exercise of options, 871 shares of Common Stock held by
Cadence Management, L.P. ("Cadence"), of which Mr. Kahn serves as the sole
general partner. Does not include 2,006,630 shares of Common Stock
issuable upon conversion of 200,663 shares of Series C Preferred held by
the Gibraltar Beneficiaries, 49,310 shares of Common Stock issuable upon
conversion of 4,931 shares of Series C Preferred which the Gibraltar
Beneficiaries have the right to acquire upon the exercise of warrants,
443,818 shares of Common Stock issuable upon conversion of outstanding
debentures held by the Gibraltar Trust or 36,369 shares of Common Stock
that the Gibraltar Trust has the right to acquire upon the exercise of
warrants. The Gibraltar Beneficiaries 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 Gibraltar Trust or the Gibraltar Beneficiaries, nor do any of the
Gibraltar Beneficiaries 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 Gibraltar Trust or the Gibraltar
Beneficiaries.
(12) Includes 149,537 shares of Common Stock held by Mr. Gay's children,
but as to which he disclaims any beneficial interest, 263,335 shares of
Common Stock that Mr. Gay has the right to acquire upon the exercise of
options and warrants, 478,520 shares of Common Stock Mr. Gay has the right
to acquire upon the conversion of 47,852 shares of Series C Preferred and
7,010 shares of Common Stock issuable upon conversion of 701 shares of
Series C Preferred which Mr. Gay has the right to acquire upon the exercise
of warrants.
(13) Includes 45,000 shares of Common Stock which Mr. Moeller has the right
to acquire upon the exercise of stock options, 1,857 shares of Common Stock
held by Moeller and Associates, of which Mr. Moeller serves as President,
and 1,104 shares of Common Stock that Moeller & Associates has the right to
acquire upon the exercise of warrants.
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(14) Includes 2,216,229 shares of Common Stock beneficially owned by the
Bachow Fund. Mr. Seid is a Vice President of Bachow & Associates and has
investment power with respect to the shares held by the Bachow Fund..
(15) Includes 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
and 20,000 shares of Common Stock which Mr. Rivelli has the right to
acquire upon the exercise of stock options. Also includes 1,379,837 shares
of Common Stock beneficially owned by Sunwestern III Group. Mr. Rivelli is
one of two general partners of Sunwestern LP and Mapleleaf, and is a 50%
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. 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.
(16) Includes 5,000 shares of Common Stock that Mr. Freeman has the right
to acquire upon exercise of stock options, 28,221 shares of Common Stock
that First Century Partnership III has the right to acquire upon the
exercise of warrants, 1,338,880 shares of Common Stock issuable upon
conversion of 133,888 shares of Series C Preferred, 20,490 shares of
Common Stock issuable upon conversion of 2,049 shares of Series C
Preferred that First Century Partnership III has the right to acquire upon
the exercise of warrants, and 199,821 shares of Common Stock issuable to
First Century Partnership III upon conversion of debentures; however, Mr.
Freeman disclaims beneficial ownership of shares owned by First Century
Partnership III.
(17) Includes 1,247,582 shares of Common Stock that SIRROM Capital
Corporation has the right to acquire upon exercise of warrants.
(18) Also includes 47,852 shares of Common Stock held by Arnold E. Jensen
and 175,519 shares of Common Stock Mr. Jensen has the right to acquire upon
the exercise of stock options. Also includes 15,500 shares of Common Stock
held by Don Coley and 33,970 shares of Common Stock Mr. Coley has the right
to acquire upon the exercise of stock options. Also includes 194,305
shares of Common Stock James Mauch has the right to acquire upon the
exercise of stock options.
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SERIES B PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series B Preferred as of March 31, 1996 (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.
NUMBER OF PERCENT
SHARES BENEFICIALLY OF CLASS
NAME OWNED (1) OWNED (2)
- ---- --------- ---------
Paul S. Bachow 200,000(3) 100.0%
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%
Patrick A. Rivelli 0 *
All current directors and 137,256(4) 68.6%
executive officers as a group
(9 persons)
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* 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. Shares not outstanding but 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, are deemed outstanding in determining the
number of shares beneficially owned by such person or group.
(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.
-9-
<PAGE>
(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. Mr. Seid is a Vice President of Bachow & Associates and has
investment power with respect to the shares held by the Bachow Fund.
-10-
<PAGE>
SERIES C PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series C Preferred as of March 31, 1996 (a) by each
shareholder who is known by the Company to own beneficially more than 5% of the
outstanding Series C Preferred of the Company, (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.
NUMBER OF PERCENT
SHARES BENEFICIALLY OF CLASS
NAME OWNED (1) OWNED (2)
- ---- --------- ---------
First Century Partnership III 154,378 (3) 21.1%
One Palmer Square, Suite 425
Princeton, NJ 08542
Hudson Trust 97,904 (4) 13.4%
c/o Pyrenees Management Co., Inc.
Suite 445, The Office Center
666 Plainsboro Road
Plainsboro, NJ 08536
Sunwestern III Group 123,590 (5) 16.9%
Three Forest Plaza
Suite 1300
12221 Merit Drive
Dallas, TX 75251
James Silock 123,590 (6) 16.9%
Three Forest Plaza
Suite 1300
12221 Merit Drive
Dallas, TX 75251
U.S. Trust 87,244 (7) 11.9%
c/o Pyrenees Management Co., Inc.
Suite 445, The Office Center
666 Plainsboro Road
Plainsboro, NJ 08536
Technology for Information and 68,126 (8) 9.3%
Publishing, L.P.
One Cranberry Hill
Lexington, MA 92173
Martin F. Kahn 0 (9) *
Thomas R. Gay 48,553 (10) 6.6%
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<PAGE>
NUMBER OF PERCENT
SHARES BENEFICIALLY OF CLASS
NAME OWNED (1) OWNED (2)
- ---- --------- ---------
James E. Hovis 0 *
Robert J. Moeller 0 *
Jay D. Seid 0 *
Richard J. Freeman 154,378 (11) 21.1%
Patrick A. Rivelli 192,293 (12) 26.2%
All current directors and 395,224 (9)(10)(11)(12) 54.1%
executive officers as a group
(10 persons)
- ---------------------
* 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. Shares not outstanding but 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 debentures, are deemed outstanding in
determining the number of shares beneficially owned by such person or
group.
(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,
warrants or debentures.
(3) Includes 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 has the right
to acquire upon conversion of debentures.
(4) Includes 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, 102,293 shares of Series C Preferred that Sunwestern LP has the right
to acquire through conversion of debentures, 23,526 shares of Series C
Preferred held of record by Sunwestern 1988, 110,817 shares of Series C
Preferred that Sunwestern 1988 has the right to acquire through conversion
of debentures, 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..
(6) Includes 123,590 shares of Series C Preferred beneficially owned by
Sunwestern III Group. Mr. Silock is one of two general partners of
Sunwestern LP and Mapleleaf and a 50% shareholder of Sunwestern
Incorporated, the attorney in fact for 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.
(7) Includes 2,701 shares of Series C Preferred that U.S. Trust has the right
to acquire upon the exercise of warrants.
-12-
<PAGE>
(8) Includes 2,293 shares of Series C Preferred that Technology for Information
and Publishing, L.P. 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 200,663 shares of Series C Preferred held by the Gibraltar
Beneficiaries or 6,410 shares of Series C Preferred which the Gibraltar
Beneficiaries have the right to acquire upon the exercise of warrants or
44,382 shares of Series C Preferred which the Gibraltar Beneficiaries have
the right to acquire upon conversion of debentures. The Gibraltar
Beneficiaries 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 Trust or
the Gibraltar Beneficiaries, nor do any of the Gibraltar Beneficiaries 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 701 shares of Series C Preferred that Mr. Gay has the right to
acquire upon the exercise of warrants.
(11) Includes 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. Mr. Freeman disclaims
beneficial ownership of any shares owned by First Century Partnership III.
(12) 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 is one of two general partners
of Sunwestern LP and Mapleleaf and a 50% 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. 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.
-13-
<PAGE>
SERIES D PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series D Preferred as of March 31, 1996 (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.
-14-
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENT
SHARES BENEFICIALLY OF 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
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%
Patrick A. Rivelli 0 *
All current directors and 64,210 (4) 34.3%
executive officers as a group
(9 persons)
</TABLE>
- -----------------------------
* Less than 1%.
-15-
<PAGE>
(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. Shares not outstanding but 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, are deemed outstanding in determining the
number of shares beneficially owned by such person or group.
(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 held by the
Bachow Fund. Mr. Seid is a Vice President of Bachow & Associates and has
investment power with respect to the shares held by the Bachow Fund
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SERIES D PREFERRED. In connection with the Company's merger with VISTA
Environmental in February 1995, and in a second transaction in April 1995, the
Company completed a private placement of 187,124 shares of Series D Preferred.
Paul S. Bachow and the Bachow Fund, each being a holder of more than five
percent of the Company's outstanding voting securities at the time of the
private placement, purchased 29,352 and 64,210 shares of Series D Preferred for
approximately $392,143 and $857,846, respectively. Jay D. Seid, a director of
the Company, is a Vice President of Bachow & Associates, and has investment
power with regard to the shares of Series D Preferred purchased by the Bachow
Fund.
SUBORDINATED CONVERTIBLE DEBENTURES. During October and November of 1995,
the Company also completed a private placement of $446,000 of its Subordinated
Convertible Debentures (the "Debentures"). In connection with the issuance of
the Debentures, the Company issued immediately exercisable warrants to purchase
shares of Common Stock at an exercise price of $.906 per share. Two funds
associated with the Sunwestern III Group, a holder of more than five percent of
the Company's voting securities, purchased an aggregate of $100,000 of the
Debentures and received warrants to purchase a total of 55,188 shares of Common
Stock. Patrick A. Rivelli, a director of the Company, is one of two general
partners of Sunwestern L.P. and Mapleleaf, and a 50% 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.
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 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 125%. Martin F.
Kahn, Chairman of the Board of Directors and Patrick A. Rivelli, a director of
the Company, loaned $65,000 and $64,000, respectively pursuant to the Senior
Notes.
-16-
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to the Company's Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
VISTA INFORMATION SOLUTIONS, INC.
(registrant)
Dated: April 29, 1996 By: /s/ Thomas R. Gay
-------------------------------------------
Thomas R. Gay
(Chief Executive Officer)
-17-
