<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
Amendment No. 1 to Annual Report Under
Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1998
COMMISSION FILE NO.: 0-20312
----------------------------
VISTA INFORMATION SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 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
--------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
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<PAGE>
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 28, 1999 are
set forth below.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- ---- --- -------------------- --------------
<S> <C> <C> <C>
Jay D. Seid 38 Managing Director of Bachow & Associates 1995
Chairman of the Board of Directors of the Company
Martin F. Kahn 47 President, Cadence Management 1995
Thomas R. Gay 52 President and Chief Executive Officer of the Company 1995
Patrick A. Rivelli 61 General Partner of Sunwestern Investment Fund III 1995
Richard J. Freeman 45 Vice President of Century Capital Management, Inc. 1996
Robert Boscamp 50 Senior Vice-President of Comfort Systems USA, Inc. 1997
Earl Gallegos 40 Principal, Earl Gallegos Management 1998
</TABLE>
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<PAGE>
JAY D. SEID has served as 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.
MARTIN F. KAHN 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 and 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.
THOMAS R. GAY 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.
PATRICK A. RIVELLI 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 has served as a director of the Company since October
1996. Mr. Freeman is Vice President of Century Capital Management, Inc. For the
past 18 years, Mr. Freeman has held various investment management positions with
Kemper Financial Services, First Chicago Corp., Metropolitan Life Insurance
Company and the State of Michigan Insurance Bureau and Treasury Department.
ROBERT BOSCAMP has served as a director of the Company since October 1997.
Mr. Boscamp is Senior Vice-President of Energy Services for Comfort Systems,
Inc., a consolidator of heating, ventilation and air conditioning systems
companies. From 1995 to 1999 Mr. Boscamp was the President and Chief Executive
Officer of Axiom Power Solutions, Inc., a marketer of energy related products
and a wholly-owned subsidiary of Arizona Public Service. From 1990 to 1995, Mr.
Boscamp founded and developed EcoGroup, a provider of information and market
consulting services to the utilities industry. EcoGroup was subsequently
acquired by Trans Union Corporation, an information services company. Prior to
founding EcoGroup, Mr. Boscamp founded Enercom, a utility consulting firm, which
was subsequently acquired by Equifax, Inc. a provider of information
services.
EARL GALLEGOS has served as a director of the Company since January 1998.
Mr. Gallegos is the founder and principal of Earl Gallegos Management, a
consulting firm specializing in the development and implementation of data
processing systems and insurance operations. Prior to 1995, Mr. Gallegos held
various management positions, including Vice President of Operations, within The
Pacific Rim Assurance Company.
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Pursuant to the terms of the Company's Series B Preferred Stock ("Series
B Preferred"), the holders of the Series B Convertible Preferred are entitled
to appoint and elect one 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 ("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 ("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.
(b) EXECUTIVE OFFICERS OF THE REGISTRANT.
Information concerning executive officers of the Company is included in
this Annual Report on Form 10-KSB under Item 9(B), "Executive Officers of the
Registrant".
(c) SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
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 beneficial ownership of Common Stock.
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, 1998, all executive officers, directors and greater-than-10% shareholders
filed the required Section 16(a) reports in a timely manner, except that the
Form 5 filings made by Robert Boscamp, Jay D. Seid, Century Capital Partners,
L.P., Richard J. Freeman, Martin Kahn, James Mauch, Robert Moeller, Paul S.
Bachow Co-Investment Fund, L.P., Patrick Rivelli and Howard Shuster were
considered late since the SEC considered the documents that were timely filed
to be too light to read. Also, a Form 4 for Patrick Rivelli was not filed
timely as a result of administrative oversight.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
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, 1998, 1997 and 1996
to the executive officers of the Company who had salary and bonuses which
exceeded $100,000 for the fiscal year ended December 31, 1998.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------------- Long Term Compensation
Awards
-----------------------------
Name And Principal Position Year Salary ($) Bonus ($) Other ($) Securities Underlying Options
- --------------------------- ---- ---------- --------- --------- -----------------------------
<S> <C> <C> <C> <C> <C>
Thomas R. Gay ................. 1998 $241,244 -- $ 12,000(1) --
Chief Executive Officer 1997 195,000 -- 11,000(2) 80,000
1996 187,500 -- 11,000(2) --
E. Stevens Hamilton 1998 215,585 -- -- --
Vice President, 1997 144,000 -- -- 150,000
Chief Financial Officer 1996 138,000 -- -- --
Howard Shuster 1998 120,417 -- -- 10,000
Vice President, Sales 1997 110,000 $ 10,000 -- --
1996 28,000 -- -- 50,000
</TABLE>
(1) Includes an annual car allowance of $6,000 and country club membership dues
of $6,000.
(2) Includes an annual car allowance of $6,000 and country club membership dues
of $5,000.
OPTION GRANTS
The following table sets forth information with respect to grants of stock
options during the last fiscal year to the persons named in the Summary
Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------------------------------------
Percent of Exercise
Number of Securities Total Options or
Underlying Options Granted to Employees Base Price Expiration
Name Granted(#)(1) in Fiscal Year ($/Sh) Date
- ---- ------------- -------------- ------ ----
<S> <C> <C> <C> <C>
Thomas R. Gay 100,000 31.1% $7.20 12/1/09
E. Stevens Hamilton - - - -
Howard Shuster 10,000 3.1% $8.00 1/25/08
</TABLE>
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<PAGE>
The following table sets forth information with respect to option exercises
and fiscal year-end option values for the persons named in the Summary
Compensation Table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying In-the-Money Options
Unexercised Options at FY-End
at FY-End
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Thomas R. Gay --- --- 181,436/148,333 $1,042,125/164,583
E. Stevens Hamilton --- --- 66,666/83,334 283,330/229,170
Howard Shuster --- --- 33,333/26,667 208,331/104,169
</TABLE>
MANAGEMENT AGREEMENTS
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. 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 15,000
shares of Common Stock with an exercise price equal to $1.00 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. In December 1997 the agreement was extended
through December 31, 1998 with the same terms and conditions. The agreement was
again extended in December 1998, to continue through December 31, 1999, with the
same terms and conditions as the prior agreement except for the addition of
stock options to purchase 100,000 shares of Common Stock at a price of $7.20 per
share.
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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 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
5,000 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) 2,500 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) 5,000 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
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<PAGE>
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 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
April 28, 1999 (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 Chief Executive Officer and the two other executive officers named in the
Summary Compensation Table (the "Designated Executive Officers"), and (d) by all
executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES BENEFICIALLY CLASS OWNED(2)
NAME OWNED(1)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Paul S. Bachow....................................... 1,783,569 (3) 9.8%
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004
Paul S. Bachow Co-Investment Fund, L.P............... 1,223,695 (4) 6.8%
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004
Martin F. Kahn....................................... 115,893 (5) 0.7%
Cadence Information Associates
767 Fifth Avenue
43rd Floor
New York, NY 10153
Thomas R. Gay........................................ 1,118,245 (6) 6.4%
5060 Shoreham Place
Suite 300
San Diego, CA 92122
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<PAGE>
Earl Gallegos........................................ 5,000 (7) *
4785 Nomad Drive
Woodland Hills, CA 91364
Jay D. Seid.......................................... 1,223,695 (8) 6.8%
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004
Patrick A. Rivelli................................... 847,987 (9) 4.9%
Three Forest Plaza, Suite 1300
12221 Merit Dr.
Dallas, TX 75251
Richard J. Freeman................................... 1,431,596 (10) 8.1%
Century Capital Management
One Liberty Square
Boston, MA 02109
Century Capital Partners, L. P....................... 1,431,596 (11) 8.1%
Century Capital Management
One Liberty Square
Boston, MA 02109
Finova Mezzanine Capital Inc......................... 1,596,481 (12) 9.0%
500 Church St., #200
Nashville, TN 37219
Craig MacNab......................................... 1,596,481 (13) 9.0%
500 Church St., #200
Nashville, TN 37219
Robert Boscamp....................................... 7,500 (14) *
E. Stevens Hamilton.................................. 66,667 (15) *
5060 Shoreham Place, #300
San Diego, CA 92122
Howard Shuster....................................... 33,333 (16) *
5060 Shoreham Place, #300
San Diego, CA 92122
All current directors and executive officers as a 8,982,896 (5) (6) (7) (8) 43.6%
group (14 persons)................................... (9) (10) (14) (15) (16) (17)
</TABLE>
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*Less than l%.
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<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. 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 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 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 into Common Stock.
(3) Includes 1,223,695 shares of Common Stock beneficially owned by Paul S.
Bachow Co-Investment Fund, L.P and 164,509 shares of Common Stock Mr.
Bachow has the right to acquire upon the conversion of 31,060 shares of
Series B Preferred.
(4) Includes 359,844 shares of Common Stock the Paul S. Bachow Co-Investment
Fund, L.P. has the right to acquire upon the conversion of 67,940 shares of
Series B Preferred, 347,249 shares of Common Stock the Paul S. Bachow
Co-Investment Fund, L.P. has the right to acquire upon conversion of 65,562
shares of Series D Preferred, 25,000 shares of Common Stock the Paul S.
Bachow Co-Investment Fund, L.P. has the right to acquire upon the exercise
of stock options and 22,693 shares of Common Stock the Paul S. Bachow
Co-Investment Fund, L.P. has the right to acquire upon exercise of
warrants.
(5) Includes 436 shares of Common Stock held by Cadence Management, L.P.
("Cadence"), of which Mr. Kahn serves as the sole general partner, and
115,457 shares of Common Stock that Cadence has the right to acquire upon
exercise of stock options.
(6) Includes 865,507 shares of Common Stock beneficially owned by Mr. Gay,
181,436 shares of Common Stock that Mr. Gay has the right to acquire upon
the exercise of options and 71,302 shares of Common Stock that Mr. Gay has
the right to acquire upon the exercise of warrants.
(7) Includes 5,000 shares of Common Stock which Mr. Gallegos has the right to
acquire upon the exercise of stock options.
(8) Includes 1,223,695 shares of Common Stock beneficially owned by the Paul S.
Bachow Co-Investment Fund, L.P.; 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
Paul S. Bachow Co-Investment Fund, L.P.
(9) Includes 11,334 shares of Common Stock held jointly by Mr. Rivelli and his
wife. Also includes 836,653 shares of Common Stock beneficially owned by
Sunwestern Managers, Inc. Mr. Rivelli and James Silcock are the general
partners of Sunwestern Investment Fund III, Sunwestern Cayman 1988 Partners
and Mapleleaf Capital, Ltd., and are equal shareholders of Sunwestern
Managers, Inc., the attorney in fact for Sunwestern Investment Fund III,
Sunwestern Cayman 1988 Partners and Mapleleaf Capital, Ltd., having the
power to vote and direct the voting of the shares held. 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 and for
Sunwestern Investment Fund III, Sunwestern Cayman 1988 Partners and
Mapleleaf Capital, Ltd.; however, Mr. Rivelli disclaims beneficial
ownership except to the extent of his pecuniary interest therein.
(10) Includes 1,431,596 shares of Common Stock beneficially owned by Century
Capital Partners, L. P. Mr. Freeman disclaims beneficial ownership of such
shares. Mr. Freeman is a Vice President of Century Capital Partners, L. P.
and has investment power with respect to the shares held.
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(11) Includes 1,116,960 shares of Common Stock owned by Century Capital
Partners, L. P., 12,500 shares Century Capital Partners, L. P. has the
right to acquire upon the exercise of options, 80,477 shares Century
Capital Partners, L. P. has the right to acquire upon the exercise of
warrants and 221,659 shares Century Capital Partners, L. P. has the right
to acquire upon conversion of 41,850 shares of Series D Preferred.
(12) Includes 1,204,016 shares of Common Stock beneficially owned by Finova
Mezzanine Capital Inc. and 392,465 shares of Common Stock Finova Mezzanine
Capital Inc.has the right to acquire upon conversion of Series F Preferred
Stock.
(13) Includes 1,596,481 shares of Common Stock beneficially owned by Finova
Mezzanine Capital Inc. Mr. MacNab disclaims beneficial ownership of such
shares. Mr. MacNab is President of Tandem Capital, a wholly owned
subsidiary of Finova Mezzanine Capital Inc.
(14) Includes 7,500 shares of Common Stock Mr. Boscamp has the right to acquire
upon exercise of options.
(15) Includes 66,667 shares of Common Stock Mr. Hamilton has the right to
acquire upon exercise of options.
(16) Includes 33,333 shares of Common Stock Mr. Shuster has the right to acquire
upon the exercise of options.
(17) Includes 207,673 shares of Common Stock and 81,250 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 April 28, 1999 (a) by each
stockholder who is known by the Company to own beneficially more than 5% of the
outstanding Series B Preferred, (b) by each director, (c) by the Designated
Executive Officers, and (d) by all executive officers and directors of the
Company as a group.
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<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES BENEFICIALLY CLASS OWNED(3)
NAME(1) OWNED(2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Paul S. Bachow....................................... 99,000 (4) 100%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004
Paul S. Bachow Co-Investment Fund, L.P............... 67,940 68.6%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004
Jay D. Seid.......................................... 67,940 (5) 68.6%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004
All current directors and executive officers as a
group (9 persons).................................... 67,940 (5) 68.6%
</TABLE>
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*Less than l%.
(1) Unless listed in this table, no director or Designated Executive Officer
has any beneficial ownership of shares of Series B Preferred.
(2) 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.
(3) 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
(4) Includes 67,940 shares of Series B Preferred beneficially owned by the Paul
S. Bachow Co-Investment Fund, L.P..
(5) Includes 67,940 shares of Series B Preferred beneficially owned by the Paul
S. Bachow Co-Investment Fund, L.P.; however, Mr. Seid disclaims beneficial
ownership of such shares. Mr. Seid is a Vice President of Bachow &
Associates and has investment power with respect to the shares held by the
Paul S. Bachow Co-Investment Fund, L.P.
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<PAGE>
SERIES C PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series C Preferred as of April 27, 1999 (a) by each
stockholder who is known by the Company to own beneficially more than 5% of the
outstanding Series C Preferred, (b) by each director, (c) by the Designated
Executive Officers, and (d) by all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES BENEFICIALLY CLASS OWNED(3)
NAME(1) OWNED(2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
First Century Partnership III............................ 136,036 (4) 25.1%
One Palmer Square, Suite 425
Princeton, NJ 08542
Hudson Trust ............................................ 53,267 (5) 9.9%
c/o Pyrenees Management Co., Inc.
Suite 445, The Office Center
666 Plainsboro Road
Plainsboro, NJ 08536
Cox Enterprises, Inc., Pension Plan...................... 30,740(6) 5.7%
1400 Lake Hearn Drive
Atlanta, GA 30319
Rho Management Trust III (formerly U.S. Trust)........... 43,739 (7) 8.1%
c/o Rho Management Company
767 Fifth Avenue
New York, NY 10153
All current directors and executive officers as a group
(11 persons) ............................................ 0 *
</TABLE>
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*Less than 1%.
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<PAGE>
(1) Unless listed in this table, no director or Designated Executive Officer
has any beneficial ownership of shares of Series C Preferred.
(2) 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.
(3) 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.
(4) Includes 132,347 shares of Series C Preferred held of record by First
Century Partnership III and 3,689 shares of Series C Preferred that First
Century Partnership III has the right to acquire upon the exercise of
warrants.
(5) Includes 53,267 shares of Series C Preferred held of record by the Hudson
Trust.
(6) Includes 29,907 shares of Series C Preferred held of record by Cox
Enterprises, Inc., Pension Plan and 833 shares of Series C Preferred that
Cox Enterprises, Inc., Pension Plan has the right to acquire upon the
exercise of warrants.
(7) Includes 38,149 shares of Series C Preferred held of record by Rho
Management Trust III and 5,590 shares of Series C Preferred that Rho
Management Trust III has the right to acquire upon the exercise of
warrants.
SERIES D PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series D Preferred as of April 27, 1999 (a) by each
stockholder 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 Designated
Executive Officer, and (d) by all executive officers and directors of the
Company as a group.
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<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES BENEFICIALLY CLASS OWNED(3)
NAME(1) OWNED(2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Paul S. Bachow........................................... 65,562 (4) 52.0%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004
Paul S. Bachow Co-Investment Fund, L.P................... 65,562 52.0%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004
Century Capital Partners, L.P............................ 41,850 33.2%
One Liberty Square
Boston, MA 02109
Cox Enterprises, Inc., Pension Plan...................... 18,712 14.8%
1400 Lake Hearn Drive
Atlanta, GA 30319
Jay D. Seid.............................................. 65,562 (5) 52.0%
3 Bala Plaza East, Suite 502
Bala Cynwyd, PA 19004
All current directors and executive officers
as a group (11 persons).................................. 65,562 (5) 52.0%
</TABLE>
- ------------------------------------
*Less than 1%.
(1) Unless listed in this table, no director or Designated Executive Officer
has any beneficial ownership of shares of Series D Preferred.
(2) 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.
(3) 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.
(4) Includes 65,562 shares of Series D Preferred beneficially owned by the Paul
S. Bachow Co-Investment Fund, L.P.
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<PAGE>
(5) Includes 65,562 shares of Series D Preferred beneficially owned by the Paul
S. Bachow Co-Investment Fund, L.P.. Mr. Seid is a Vice President of Bachow
& Associates and has investment power with respect to the shares held by
the Paul S. Bachow Co-Investment Fund, L.P.
SERIES F PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series F Preferred as of April 27, 1999 (a) by each
stockholder who is known by the Company to own beneficially more than 5% of the
outstanding Series F Preferred, (b) by each director, (c) by the Designated
Executive Officers, and (d) by all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES BENEFICIALLY CLASS OWNED(3)
NAME(1) OWNED(2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Finova Mezzanine Capital Inc. 2,500 100.0%
500 Church Street, #200
Nashville, TN 37219
Craig MacNab 2,500(4) 100.0%
500 Church Street, #200
Nashville, TN 37219
All current directors and executive officers 0 *
as a group (11 persons)..................................
</TABLE>
- ------------------------------------
* Less than 1%.
(1) Unless listed in this table, no director or Designated Executive Officer
has any beneficial ownership of shares of Series F Preferred.
(2) 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.
(3) 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 F Preferred and (ii) shares of Series F Preferred that such
person has the right to acquire within 60 days, whether by the exercise of
options or warrants.
(4) Includes 2,500 shares owned by Finova Mezzanine Capital Inc. ("Finova").
Mr. MacNab is the President of Tandem Capital, a wholly-owned subsidiary of
Finova. Mr. MacNab disclaims beneficial ownership of the shares owned by
Finova.
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<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
COMMON STOCK. On December 31, 1998 the Company sold 837,521 shares of
Common Stock to Century Capital Partners, L.P., a holder of more than five
percent of the Company's voting securities, for an aggregate price of
$5,000,000. Richard J. Freeman, a director of the company, is a Vice President
of Century Capital Partners, L.P. and has investment power with respect to the
shares held by Century Capital Partners, L.P.
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 30, 1999 By: /s/ Thomas R. Gay
-------------------------------------
Thomas R. Gay
(Chief Executive Officer)
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