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PROSPECTUS
VISTA INFORMATION SOLUTIONS, INC.
6,151,178 SHARES OF COMMON STOCK
The selling stockholders of VISTA Information Solutions, Inc. listed on
pages 10 and 11 of this prospectus may offer and resell up to 6,151,178
shares of VISTA common stock under this prospectus. 221,659 shares covered
by this prospectus are issuable upon conversion of outstanding Series D
Convertible Preferred Stock of VISTA. All of the shares offered hereunder
are to be sold by the selling stockholders. We will not receive any of the
proceeds from the sale of the shares by the selling stockholders.
Our common stock is traded on the Nasdaq National Market under the symbol
"VINF." On April 28, 1999, the last sale price of our common stock as reported
on the Nasdaq National Market was $11.3125.
THIS INVESTMENT INVOLVES A HIGH DEGREE Neither the SEC nor any state
OF RISK. YOU SHOULD PURCHASE SHARES securities commission has approved or
ONLY IF YOU CAN AFFORD A COMPLETE LOSS disapproved of these securities or
OF YOUR INVESTMENT. passed upon the adequacy or accuracy
of this prospectus. Any
representation to the contrary is a
criminal offense.
See "Risk Factors" beginning on Page 3 for a discussion of certain factors
that should be considered by prospective purchasers of shares of our common
stock.
You should rely only on the information included in this prospectus. We
have not authorized anyone to provide you with different information. You
should not assume that the information in this prospectus is accurate as of any
date other than the date below.
----------------------
The date of this prospectus is May __, 1999.
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SUMMARY INFORMATION REGARDING VISTA
VISTA provides environmental risk information and address-based hazard and
classification information to bankers, engineers, real estate professionals,
insurance companies and corporations throughout the United States. We are
comprised of three primary product and service lines. The first, Environmental
Risk and Due Diligence Information Services, provides address and name-based
environmental risk information about properties and companies in the united
states to bankers, engineers and corporations. The second, Property Disclosure
Information Services, provides required natural hazard disclosure reports to
homesellers in California as required by law. The third, Insurance Risk
Information Services, provides information on address-based hazard and
classification information to property/casualty insurance underwriters.
The Environmental Risk and Due Diligence Information Services portion of
VISTA's business was organized with the goal of meeting the needs of bankers,
engineers, corporations and others for environmental risk information relating
to properties and companies in the United States. VISTA gathers and collects
information from hundreds of federal, state, and local governmental agencies and
stores that information in proprietary databases. Using this information, VISTA
has developed a diverse family of services, each tailored for the unique needs
of specific customer markets.
VISTA Property Disclosure Information Services was formed in 1998 to
provide natural hazard disclosure reports to homesellers in California as
required by law. VISTA also provides other disclosure reports, such as special
taxation areas. These reports are sold primarily as a requirement for
commercial and residential property transactions.
VISTA's Insurance Risk Information Services group has developed a
proprietary service known as the Geographic Underwriting System-Registered
Trademark- ("GUS") which delivers address-based hazard and classification
information to property/casualty insurance underwriters. GUS provides insurance
underwriters and loss control groups of insurance companies with on-line or
batch access to a series of reports presenting specific classification and
hazard information about the property to be insured. The modular design of GUS
permits the addition of other insurance information layers.
A more complete description of our business and its recent activities can
be found in the documents described in "WHERE YOU CAN FIND MORE INFORMATION."
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RISK FACTORS
In addition to the other information in this prospectus or incorporated in
this prospectus by reference, you should consider carefully the following
factors in evaluating VISTA and our business before purchasing the common stock
offered by this prospectus.
This prospectus, including the information incorporated by reference,
contains forward-looking statements made under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Actual results could differ
materially from those projected in the forward-looking statements as a result of
the risk factors set forth beginning on this page and others detailed from time
to time in our periodic reports filed with the SEC.
WE HAVE SUSTAINED LOSSES IN THE PAST AND WE MAY SUSTAIN LOSSES IN THE FUTURE
We have experienced operating losses during the years ended December 31,
1998, and 1997. Our cumulative losses as of December 31, 1998 were
approximately $37,697,000. At December 31, 1998, we had working capital of
approximately $2,553,000. We may not be able to achieve or maintain
profitable operations and generate positive cash flows.
OUR OPERATING RESULTS MAY VARY SIGNIFICANTLY FROM QUARTER TO QUARTER
Our future operating results may fluctuate from quarter to quarter or year
to year. Our revenue on a quarterly basis can be affected by the timing and
extent of our own sales and marketing activities, competitive conditions and
economic factors that affect the level of transactions in which our products and
services are used. In addition, expenses associated with acquiring data,
maintaining and improving existing products and developing new products, sales
campaigns and other unforeseen costs will also affect operating results.
WE MAY NOT BE ABLE TO SUCCESSFULLY COMPETE IN THE HIGHLY COMPETITIVE
ENVIRONMENTAL AND GEOGRAPHIC INFORMATION SYSTEMS MARKET
Technological advances in computer software and hardware have reduced the
barriers to entry into the environmental and the geographic information systems
industries in which our products compete. In particular, the rapid expansion of
the Internet creates a substantial new channel for distributing geographic
information to the market, and a new avenue for future entrants to the
environmental information industry. We may not be successful using this new
channel. Our markets are highly competitive and many of our potential
competitors have substantially greater capital resources, research and
development capabilities, and marketing resources and experience than we do,
particularly with respect to geographic information systems. Our products and
services may not be as accepted in the commercial marketplace as our
competitors' products and services are. Competitive factors may reduce revenues
or margins, which would have a material and adverse effect on us and our
operating results and financial condition.
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IN ORDER TO COMPETE EFFECTIVELY IN THE ENVIRONMENTAL AND GEOGRAPHIC INFORMATION
SYSTEMS MARKET WE NEED TO DEVELOP NEW TECHNOLOGIES AND PRODUCTS THAT ARE
ACCEPTABLE TO OUR CUSTOMERS
The market for our products is characterized by rapidly changing
technology, evolving industry standards and frequent new product introductions.
Our success will depend to a substantial degree upon our ability to develop and
introduce in a timely fashion enhancements to our existing products and new
products that meet changing customer requirements and emerging industry
standards. The development of new, technologically advanced products is a
complex and uncertain process requiring high levels of innovation, as well as
the accurate anticipation of technological and market trends. We may not be
able to identify, develop, produce, market or support new products successfully,
such new products may not gain market acceptance and we may not be able to
respond effectively to technological changes, emerging industry standards or
product announcements by competitors. We may not be able to introduce product
enhancements or new products on a timely basis. Furthermore, from time to time,
we may announce new products, capabilities or technologies that have the
potential to replace or shorten the life cycle of our existing product
offerings. Announcements of product enhancements or new product offerings could
cause customers to defer purchasing our existing products. Failure to introduce
new products or product enhancements effectively and on a timely basis, customer
delays in purchasing products in anticipation of new product introductions and
any inability to respond effectively to technological changes, emerging industry
standards or product announcements by competitors could have a material adverse
effect on our business, operating results and financial condition.
WE DEPEND SIGNIFICANTLY ON THIRD PARTIES TO SELL AND MARKET OUR PRODUCTS
We market our products directly through both a telesales and field sales
force and indirectly through marketing channels such as value-added resellers
("VARs") and distributors. In particular, we have a limited internal sales
capability for our GUS-Registered Trademark- product. We market and sell our
GUS-Registered Trademark- services to the insurance industry though Insurance
Services Office, Inc. ("ISO"), and our environmental products through VARs that
are not under our direct control. Consequently, we are dependent on the
viability and financial stability of ISO and the VARs. We may not be able to
attract and retain a sufficient number of qualified VARs and distributors to
successfully market our products. The failure to attract and retain a
sufficient number of VARs and distributors could have a material adverse effect
on our business, financial condition and results of operations. The
relationship with the VARs and distributors is usually established through a
formal reseller agreement. In many cases, these agreements may be terminated by
either party at any time without cause. Therefore, any VAR or distributor may
not continue to represent our products. In addition, if we are successful in
increasing product sales through these channels, we expect that any material
increase in our indirect sales as a percentage of total revenues will materially
adversely affect our average selling prices and gross margins due to the lower
unit prices that we receive when selling through indirect channels. Selling
through indirect channels may limit our contacts with our customers. As a
result, our ability to accurately forecast sales, evaluate customer satisfaction
and recognize emerging customer requirements may be hindered. Our strategy of
marketing our products directly to end-users and indirectly through VARs and
distributors may result in distribution channel conflicts. Our direct sales
efforts may compete with those of our indirect channels and, to the extent
different resellers target the same customers, resellers may also come into
conflict with each other. Although we have attempted to manage our distribution
channels in a manner to avoid potential conflicts, channel conflicts may
materially adversely affect our relationships with existing VARs or distributors
or adversely affect our ability to attract new VARs and distributors.
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OUR PRODUCTS MAY HAVE DEFECTS THAT WE CAN NEITHER DETECT NOR, ONCE DETECTED,
CORRECT
Products as complex as ours may contain undetected software errors when
first introduced or as new versions are released. Errors may be found in new or
enhanced products after delivery of reports. Moreover, any software errors may
not be corrected or correctable in a timely manner, if at all. The occurrence
of software errors, as well as any delay in correcting them, could result in the
delay or loss of market acceptance of our products, additional warranty expense,
diversion of technical and other resources from our product development efforts
or the loss of credibility with ISO, VARs and our other resellers. Any of these
factors could have a material adverse effect on our business, operating results
and financial condition.
OUR PRODUCT COULD CREATE A SIGNIFICANT LIABILITY FOR US
We provide information to the insurance, financial and engineering
industries. These customers generally rely upon this information to assess the
risk or scope of work involved in a transaction or contract. An error or
omission in the information we provide could have an adverse financial impact on
customers. We may be held liable for damages if such an error or omission
occurs and it may have an adverse effect on our operating results and financial
condition. While we maintain insurance coverage against our errors and
omissions, that coverage may be inadequate to insure against all potential
claims and the coverage may not remain available on economically reasonable
terms.
DEMAND FOR OUR PRODUCTS MAY DECREASE IF REGULATIONS CHANGE
The demand for our environmental compliance products arises primarily as a
result of cleanup liability and other governmental regulations in the
environmental area. Demand for our Property Disclosure Information Services
depends on existing California law regarding disclosures by homesellers. The
current laws or regulations may change and subsequently the need for our
products may decrease. Any changes in the regulatory environment, which affect
enforcement procedures or the need for reporting, could have a material adverse
effect on our revenues.
MAINTAINING OUR DATABASES AND UPGRADING OUR SOFTWARE IS VERY COSTLY
We have proprietary software and databases that may require extensive
maintenance and updating to remain current and to provide new and additional
layers of information to users of our products and services. The addition of a
new layer of information to our databases and the maintenance and updating of
existing layers of information may be costly or difficult and delay our ability
to achieve and maintain profitable operations in the future. We may be required
to make significant ongoing investments for our products and services to achieve
commercial acceptance in the marketplace and to remain competitive.
OUR INTELLECTUAL PROPERTY MAY BE INADEQUATELY PROTECTED
Our future success depends, in large part, upon our proprietary technology.
Although we believe that the database design and data encoding methodologies may
have potential for software patent protection, to date we do not hold any
patents, have made no patent applications, and currently rely on a combination
of contractual rights, both registered and unregistered trade and service marks
and other copyright laws to establish and protect our proprietary rights. The
steps we have taken to protect our intellectual property may be inadequate to
prevent misappropriation of our technology. Also, our competitors may
independently develop technologies that are substantially equivalent or superior
to our technology. In the event that protective measures are not successful,
our business, operating results and
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financial condition could be materially and adversely affected. We are also
subject to the risk of adverse claims and litigation alleging infringement of
intellectual property rights of others. Third parties may assert infringement
claims in the future with respect to our current or future products and any such
claims may require us to enter into license arrangements or result in
litigation, regardless of the merits of such claims. Any necessary licenses may
not be available and, if available, such licenses may not be obtained on
commercially reasonable terms. Any litigation with respect to any intellectual
property claims could be extremely expensive and time consuming and could have a
material adverse effect on our business, operating results and financial
condition, regardless of the outcome of such litigation.
THE HOLDERS OF OUR PREFERRED STOCK HAVE GREATER RIGHTS THAN YOU
We have outstanding 99,000 shares of our Series B Preferred, 282,607
shares of Series C Preferred, 187,124 shares of Series D Preferred and 2,500
shares of Series F Preferred, all of which provide the holders of such shares
with rights and preferences superior to those of holders of common stock.
The holders of these series of preferred stock are, or may be entitled to
dividends and distributions payable with respect to the number of shares of
common stock into which the preferred stock is convertible, and would be
entitled to receive such dividends or distributions prior to payment of any
such dividends or distributions to the holders of common stock. The holders
of preferred stock are also entitled to preferential payment in the event
that VISTA is liquidated. VISTA must obtain the consent of the preferred
shareholders as one or separate classes prior to certain events. These
superior rights and preferences, could adversely affect the holders of shares
of common stock, including holders of the shares offered hereby by the
selling stockholders.
WE MAY NOT BE ABLE TO RETAIN OUR KEY TECHNICAL AND MANAGEMENT PERSONNEL WE NEED
TO SUCCEED
Our future success is highly dependent on the continued performance of our
key management and technical personnel. There is a high demand for skilled
personnel specifically, in the software development and information technology
professions. The loss of the services of any of our key employees could have an
adverse effect on us. We do not maintain key-man life insurance policies with
respect to our key management or personnel. Furthermore, changes in existing
technology or customer demand for alternate technologies could create the need
for additional technical personnel. Our future success will also depend in part
upon our ability to attract and retain additional highly qualified management,
technical and marketing personnel.
THE FAILURE OF OUR KEY SUPPLIERS, CUSTOMERS AND OTHER THIRD PARTIES TO BE YEAR
2000 COMPLIANT COULD NEGATIVELY IMPACT OUR BUSINESS
Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. Beginning in the year
2000, these date codes fields will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, computer
systems and/or software used by organizations may need to be upgraded to comply
with the "Y2K" requirements. There is significant uncertainty in the software
and information services industries concerning the potential effects associated
with such compliance. The SEC has issued specific guidelines for disclosure of
known and potential risks of Y2K issues and of plans to minimize or mitigate
those risks.
STATE OF READINESS. We believe that the majority of our software, networks
and computer operating systems comply with Y2K readiness standards.
Certificates of Y2K compliance have been
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obtained from manufacturers of certain software we use. We are currently
seeking such certificates from all manufacturers of software which we expect
could be affected by Y2K issues. Since the majority of our computer hardware
and other electronic equipment with embedded software have been purchased during
the past 18 months, we believe that such equipment will not be impaired or
disabled by Y2K issues. We have obtained compliance certificates from
substantially all of the manufacturers of this type of equipment which
reasonably could impact our operations and continue to seek compliance
certificates from additional manufactures. Lack of readiness for Y2K issues on
the part of suppliers, customers and other third parties could materially impact
our ability to maintain operations. In particular, the lack of readiness of
Internet providers and telecommunications companies could result in an
interruption of our online commerce system. We have obtained confirmation of
the readiness of a majority of third parties and continue to seek confirmation
from other third parties. We are in the process of formulating response plans
in case of interruptions of this nature.
COSTS TO ADDRESS Y2K ISSUES. We estimate that the cost incurred for
evaluating and addressing Y2K issues relating to our internal and commercial
software and hardware to be less than $250,000 and that future costs will not
exceed $750,000. This statement is forward-looking and subject to risks and
uncertainties. No assurances can be given that, if an effective readiness plan
can be designed and implemented, costs can be held to this level and that
sources of capital to fund such a project could be obtained. Costs to address
Y2K issues with third parties have not been estimated, though we expect that a
substantial portion of such costs would be borne by the respective third
parties.
RISKS OF Y2K ISSUES. We are not aware of any specific issues which would
have a material effect on our operations, liquidity or financial condition, but
can make projections of reasonably likely, "worst case" scenarios which could
have such an effect. An interruption of Internet or telecommunications services
for an extended period of time would prevent us from providing service to a
substantial portion of our customers, resulting in a material loss of revenue.
A protracted "crash" of our internal networking and operating software would
also result in a material loss of revenue as well as an interruption of research
and development activities. This scenario could also result in the
inoperability of our financial systems which could hinder our ability to collect
revenue and comply with financial reporting requirements.
CONTINGENCY PLANS. We have not yet developed a formal contingency plan to
address Y2K issues but are currently evaluating backup system and alternative
third party providers that may be required if the actions and plans discussed
above are not sufficient to prevent a material effect on our business.
THE LOSS OF ONE CUSTOMER WILL ADVERSELY IMPACT OUR OPERATIONS.
The majority of revenue from the GUS product comes indirectly from a
significant contract by ISO with State Farm through our joint services
relationship with ISO. An unexpected termination of this contract with ISO
would adversely impact our operating results and financial condition.
WE MAY NOT BE ABLE TO FULLY UTILIZE TAX ADVANTAGES.
As of December 31, 1998, we have net operating loss carryforwards for
federal income tax purposes of approximately $29,246,000 of which approximately
$18,212,000 was available at December 31, 1998, to offset future taxable income.
These loss carryforwards expire in varying amounts through 2018. In addition,
we have investment tax and research credit carryforwards of approximately
$95,000. As a
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result of previous changes in ownership of VISTA, our ability to use these loss
credit carryforwards has been limited by the provisions of the Internal Revenue
Code. Our ability to use these carryforwards is also dependent upon us
attaining profitable operations. These limitations may result in the expiration
of a portion of these carryforwards before they can be utilized. The utilization
of $6,600,000 of our net operating loss carryforwards available to offset future
taxable income is limited to approximately $302,000 in each year through 2001
and $692,000 in years 2002 through 2008.
THE SALE OF A LARGE BLOCK OF SHARES OF OUR COMMON STOCK MAY ADVERSELY AFFECT
OUR STOCK PRICE.
Sales of a substantial number of shares of our common stock in the
public market would adversely affect the market price for our common stock.
As of April 18, 1999, we had 17,284,311 shares of common stock outstanding.
A substantial majority of these shares are freely tradable. In addition to
the shares currently outstanding and the shares being offered hereby,
approximately 4,018,885 shares of common stock may be issued upon exercise of
outstanding options and warrants or upon exchange or conversion of other
securities originally issued in private transactions. Such additional
shares, if issued, would generally be eligible for resale in the public
market without restriction or pursuant to the restrictions of Rule 144. We
currently have both "piggy-back" and demand registration rights outstanding
with respect to shares of outstanding common stock as well as shares of
common stock issuable upon the exercise of certain warrants and the
subsequent conversion thereof into common stock, and shares of common stock
issuable pursuant to the conversion of the company's Preferred Stock and
Subordinated Convertible Debentures. The registration and public sale of
such shares could adversely affect the market price of our common stock.
OUR STOCK PRICE FLUCTUATES SIGNIFICANTLY.
During the year ended December 31, 1998, our common stock has traded
between a low of $2.78 per share and a high of $10.75. The market price for our
common stock has been, and following this offering may continue to be, highly
volatile depending on various factors including, among others, our consolidated
operating results, expectations of analysts and other investment groups, general
conditions in the computer and other electronic equipment industries,
announcements of technological innovations or new products by us, our
competitors or our customers, and the market for similar securities, which
market is subject to various pressures. In addition, the stock market is
subject to price and volume fluctuations unrelated to our operating performance.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Regional Offices of the SEC at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and at 75
Park Place, New York, New York 10007. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our common stock is traded
on The Nasdaq National Market. You may inspect reports and other information
concerning us at the offices of the National Association of Securities Dealers,
Inc., Market Listing Section, 1735 K Street, N.W., Washington, D.C. 20006.
These filings and other information may also be inspected without charge at a
Web site maintained by the SEC. The address of the site is http://www.sec.gov.
This prospectus is part of a registration statement filed with the SEC.
The SEC allows us to "incorporate by reference" into this prospectus the
information that we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We are incorporating by reference the documents
listed below and any future filings that we will make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the sale of all the shares covered by this prospectus.
- Our Annual Report on Form 10-KSB for the fiscal year ended December
31, 1998 and all amendments thereto.
- Current Report on Form 8-K filed with the Commission on January 29,
1999 and all amendments thereto.
- The description of our common stock contained in VISTA's registration
statement on Form 10 and any amendments to that description.
We will provide without charge to each person to whom this prospectus is
delivered, upon oral or written request, a copy of any or all of the
foregoing documents incorporated herein by reference (other than exhibits to
such documents unless such exhibits are specifically incorporated by
reference into the information that this prospectus incorporates). Written
or telephone requests should be directed to E. Stevens Hamilton at VISTA
Information Solution, Inc., 5060 Shoreham Place, #300, San Diego, California
92122, telephone number (619) 450-6100.
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. VISTA has not authorized anyone
else to provide you with different information. The selling stockholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date of those documents.
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SELLING STOCKHOLDERS
The table below sets forth certain information regarding the selling
stockholders as of April 9, 1999. The shares are being registered to permit
public sales of the shares, and the selling stockholders may offer the shares
for resale from time to time. See "Plan of Distribution."
Except as noted below, the selling stockholders have not held any
position or office with, been employed by, or otherwise had a material
relationship with VISTA or any of its predecessors or affiliates since
December 31, 1995. Mr. Richard Freeman is the Vice President of CCP Capital,
Inc., which is the General Partner of Century Capital Partners, L.P., and is
on the Board of Directors of VISTA.
The table below sets forth the names of the selling stockholders and the
number of shares owned, directly and beneficially, by such stockholders. If
all of the shares are sold pursuant to this prospectus then the selling
stockholders will no longer own any shares of our common stock except that
Century Capital Partners, L.P. holds stock options to buy 12,500 shares of
Vista's common stock and warrants exercisable for 80,477 shares of Vista's
common stock.
<TABLE>
<CAPTION>
Selling Stockholder Shares of Common Stock
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<S> <C>
Andrew Arno & Jane K. Arno JTWROS 3,885
Andrew Arno ACF Jesse Arno UGMA/NY 3,885
Andrew Arno ACF Matthew Arno UGMA/NY 3,885
Benjamin Arno & Nancy Arno JTWROS 3,885
Elizabeth Arno 3,885
David Bush 79,270
Richard Bush 237,810
Eben Calder 497,442
Andrew Celli & James Satloff-TTEE uad 5/19/93 19,425
FBO Rebecca Rose Celli
Andrew Celli & James Satloff-TTEE uad 5/19/93 19,425
FBO Dustin N. Satloff
Ellen U. Celli & Emily U. Satloff-TTEE FBO T.I. 19,425
Unterberg's Grandchildren's Trust uad 4/26/93
Century Capital Partners, L.P. 1,338,619
Sir Charles Chadwyck-Healey 186,480
Chadwyck-Healey Ventures, Inc. 590,442
Clareity Consulting Associates LLC 59,851
Charles Debare 3,885
Mary Debare 13,597
John Dexheimer 3,885
Environmental Information Services, Inc. 53,000
</TABLE>
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<TABLE>
<S> <C>
Todd Epple 79,270
FINOVA Mezzanine Capital Inc. 625,000
J. Bruce Llewellyn 582,750
Bradley Mathews 93,475
Robert Matluck 7,770
Nancy Moyer 3,885
Dan S. Prickett 259,077
Burton R. Rubin 466,200
Frederic E. Rubin 58,275
Margot Rubin 58,275
Stuart Solomon 497,443
Ann Unterberg 11,655
Ellen Unterberg Celli 27,195
Emily Unterberg Satloff 27,195
Thomas I. Unterberg 25,252
C.E. Unterberg, Towbin Capital Partners I, L.P. 38,850
(f/k/a Unterberg Harris Capital Partners)
C.E. Unterberg, Towbin LLC (f/k/a Unterberg 77,700
Harris, L.P.)
C.E. Unterberg Towbin 401K Plan (f/k/a 11,655
Unterberg Harris 401K Plan) FBO Robert C.
Harris, Jr.
C.E. Unterberg Towbin 401K Plan (f/k/a 3,885
Unterberg Harris 401K Plan) FBO Mel Lavitt
C.E. Unterberg Towbin 401K Plan (f/k/a 3,885
Unterberg Harris 401K Plan) FBO Steven P. Novak
C.E. Unterberg Towbin 401K Plan (f/k/a 11,655
Unterberg Harris 401K Plan) FBO Jody A. Owen
C.E. Unterberg Towbin 401K Plan (f/k/a 31,080
Unterberg Harris 401K Plan) FBO C.E. Unterberg
C.E. Unterberg Towbin 401K Plan (f/k/a 3,885
Unterberg Harris 401K Plan) FBO David S.
Wachter
James William Weil 3,885
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Total 6,151,178
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</TABLE>
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In recognition of the fact that investors may wish to be legally permitted
to sell their shares when they deem the sale to be appropriate, we have filed
with the SEC under the Securities Act a Registration Statement with respect to
the resale of the shares from time to time and have agreed to prepare and file
such amendments and supplements to the Registration Statement as may be
necessary to keep the Registration Statement effective until the shares are no
longer required to be registered for the sale thereof by the selling
stockholders.
The shares being offered by the selling stockholders hereunder were
acquired in connection with
- private placements of convertible preferred stock completed in
February 1995 and August 1997;
- a private placement completed in December 1998;
- our acquisition of E/Risk Information Services in July 1998 and January
1999;
- our acquisition of GeoSure, L.P. in January 1999; or
- our acquisition of EcoSearch Environmental Resources, Inc. in February
1999.
In each case, we granted certain registration rights, pursuant to which the
selling stockholders may register the shares for resale under the Securities
Act.
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling stockholders. As
used herein, "selling stockholders" includes donees, pledgees, transferees or
other successors in interest (including, without limitation, corporate or
partnership distributees of the selling stockholders which are privately held
corporations or partnerships) selling shares received from a named selling
stockholder after the date of this prospectus. We will bear all costs,
expenses and fees in connection with the registration of the shares offered
hereby. Any brokerage commissions and similar selling expenses attributable
to the sale of shares will be borne by the selling stockholders. Sales of
shares may be effected by selling stockholders from time to time in one or
more types of transactions (which may include block transactions) on the
Nasdaq National Market or on any other market on which our shares may then be
trading, in the over-the-counter market, in negotiated transactions, through
put or call options transactions relating to the shares, through short sales
of shares, or a combination of such methods of sale, at market prices
prevailing at the time of sale, or at negotiated prices. Such transactions
may or may not involve brokers, dealers or underwriters. The selling
stockholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers
regarding the sale of their shares. The selling stockholders have also
advised us that no underwriter or coordinating broker is acting in connection
with the proposed sale of shares by the selling stockholders, however, the
selling stockholders may enter into agreements, understandings or
arrangements with an underwriter or broker-dealer regarding the sale of their
shares in the future.
The selling stockholders may effect sales by selling shares directly to
purchasers or to or through broker-dealers or underwriters, which may act as
agents or principals. These broker-dealers and underwriters may receive
compensation in the form of discounts, concessions, or commissions from the
selling stockholders and/or the purchasers of shares for whom the
broker-dealers and underwriters may act as agents or to whom they sell as
principal, or both. This compensation to a particular broker-dealer or
underwriter might be in excess of customary commissions.
The selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in short
sales of our common stock in the course of hedging the positions they assume
with the
12
<PAGE>
selling stockholders. The selling stockholders may also enter into options or
other transactions with broker-dealers or other financial institutions which
require the delivery to such broker-dealers or other financial institutions of
shares offered hereby, which shares such broker-dealers or other financial
institutions may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).
The selling stockholders and any broker-dealers or underwriters that act
in connection with the sale of shares might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any
commissions received by broker-dealers or underwriters and any profit on the
resale of the shares sold by them while acting as principals might be deemed
to be underwriting discounts or commissions under the Securities Act. We
have agreed to indemnify each selling stockholder against certain
liabilities, including liabilities arising under the Securities Act. The
selling stockholders may agree to indemnify any agent, dealer, broker-dealer
or underwriter that participates in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the
Securities Act.
Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling stockholders will be
subject to the prospectus delivery requirements of the Securities Act and the
rules promulgated thereunder. We have informed the selling stockholders that
the anti-manipulative provisions of Regulation M promulgated under the Exchange
Act may apply to their sales in the market.
Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of that rule.
All or any part of the shares offered hereby may or may not be sold by the
selling stockholders.
After being notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer or underwriter for the
sale of shares through a block trade, special offering, exchange distribution
or secondary distribution or a purchase by a broker, dealer or underwriter,
we will file a supplement to this prospectus, if required, pursuant to Rule
424(b) under the Securities Act, disclosing (i) the name of each such selling
stockholder and of the participating broker-dealer(s) or underwriter(s), (ii)
the number of shares involved, (iii) the price at which such shares were
sold, (iv) the commissions paid or discounts or concessions allowed to such
broker-dealer(s) or underwriter(s), where applicable, (v) that such
broker-dealer(s) or underwriter(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this
prospectus and (vi) other facts material to the transaction. Individuals and
entities who receive shares from the selling stockholders as a gift or in
connection with a pledge may sell up to 500 of such shares pursuant to this
prospectus. In addition, after being notified by a selling stockholder that
a donee, pledgee, transferee or other successor in interest (including,
without limitation, a corporate or partnership distributee) intends to sell
more than 500 shares, we will file a supplement to the prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock by the
selling stockholders.
13
<PAGE>
LEGAL MATTERS
The validity of the shares is being passed upon by Gray Cary Ware &
Freidenrich LLP, San Diego, California.
EXPERTS
The consolidated financial statements incorporated by reference in this
prospectus from VISTA Information Solutions, Inc.'s Annual Report on Form 10-KSB
for the year ended December 31, 1998 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
The consolidated balance sheet of VISTA Information Solutions, Inc. as
of December 31, 1997 and the related consolidated statements of operations,
change in stockholders' equity and cash flows for the year ended December 31,
1997 were audited by McGladrey & Pullen, LLP, independent auditors, and are
incorporated by reference herein in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
14
<PAGE>
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No dealer, salesman or other person has been authorized to give any information
or to make any representations other than those contained or incorporated by
reference in this prospectus in connection with the offering described herein,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the company. This prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any
securities other than the registered securities to which it relates, or an offer
to sell, or a solicitation of an offer to buy, in any jurisdiction in which it
is unlawful to make such offer or solicitation. Neither the delivery of this
prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the company since
the date hereof or that the information contained herein is correct as of any
time subsequent to the date hereof.
SUMMARY TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk Factors.................................................................3
Where You Can Find More Information..........................................9
Selling Stockholders........................................................10
Plan of Distribution........................................................12
Use of Proceeds.............................................................13
Legal Matters...............................................................14
Experts.....................................................................14
</TABLE>
6,151,178 SHARES
COMMON STOCK
--------------
PROSPECTUS
--------------
[May __,1999]
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- --------------------------------------------------------------------------------
15
<PAGE>
EXHIBIT 5.1
April 30, 1999
VISTA Information Solutions, Inc.
5060 Shoreham Place, #300
San Diego, California 92122
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We are rendering this opinion in connection with the registration under the
Securities Act of 1933, as amended, of 6,151,178 shares of common stock (the
"Shares") of VISTA Information Solutions, Inc., a Delaware corporation (the
"Company"), which are held by the selling stockholders named in such
registration statement.
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We have also assumed
that the Shares will be evidenced by appropriate certificates, duly executed and
delivered.
We are admitted to practice only in the State of California and we express
no opinion concerning any law other than the law of the State of California and
the federal law of the United States.
Based on such examination, we are of the opinion that the Shares, when sold
pursuant to the registration statement to which this opinion is an exhibit will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement referred to above and the use of our name wherever it
appears in said registration statement.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH LLP
------------------------------------------
GRAY CARY WARE & FREIDENRICH LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration Statement
of VISTA Information Solutions, Inc. on Form S-3 of our report dated April 7,
1999, appearing in the Annual Report on Form 10-KSB of VISTA Information
Solutions, Inc. for the year ended December 31, 1998 and to the reference to us
under the heading "Experts" in the prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
San Diego, California
April 29, 1999
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
VISTA Information Solutions, Inc.
5060 Shoreham Place, #300
San Diego, California 92122
We hereby consent to the use in this Registration Statement on Form S-3
filed on or about April 30, 1999 of our report, dated March 24, 1999, which
appears on page 28 of the Annual Report on Form 10-KSB of VISTA Information
Solutions, Inc., and subsidiaries for the year ended December 31, 1998. We
also consent to the reference to our Firm under the caption "Experts" in the
prospectus.
McGLADREY & PULLEN, LLP
San Diego, California
April 29, 1999
