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Registration No. 333-______
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VISTA INFORMATION SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 41-1293754
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
5060 SHOREHAM PLACE, #300
SAN DIEGO, CALIFORNIA 92122
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(Address of principal executive offices) (Zip code)
VISTA INFORMATION SOLUTIONS, INC.
1998 EMPLOYEE 401(K) PLAN
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(Full title of the plan)
E. STEVENS HAMILTON
CHIEF FINANCIAL OFFICER AND SECRETARY
Vista Information Solutions, Inc.
5060 Shoreham Place, #300
San Diego, California 92122
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (619) 450-6100
This registration statement shall become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered(1) offering price per aggregate offering price Registration Fee
share(2)
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<S> <C> <C> <C> <C>
1998 EMPLOYEE 401(K) PLAN
Common Stock 100,000 $10.5625 $1,056,250 $294.00
Par Value
$0.001
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</TABLE>
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
as amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution provisions
described herein.
(2) Estimated solely for the purpose of calculating the Registration Fee.
The price is based upon the average between the high and low sale prices of the
Registrant's Common Stock on May 11, 1999 on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated by reference in
this Registration Statement:
(1) The Company's Annual Report on Form 10-KSB, as amended, for
the year ended December 31, 1998;
(2) The Company's Report on Form 8-K filed on January 29, 1999,
as amended on March 30, 1999;
(3) All other reports filed by the Company pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1998; and
(4) The description of the Company's Common Stock contained in
its Registration Statement on Form 10, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of
Common Stock then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While
the relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on directors' duty of
loyalty, acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, illegal payment of dividends and
approval of any transaction from which a director derives an improper
personal benefit.
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The Company has adopted provisions in its Certificate of
Incorporation which eliminate the personal liability of its directors to the
Company and its stockholders for monetary damages for breach or alleged
breach of their duty of care. The By-Laws of the Company provide for
indemnification of its directors, officers, employees and agents to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, the Company's state of incorporation, including those circumstances
in which indemnification would otherwise be discretionary under Delaware Law.
Section 145 of the General Corporation Law of the State of Delaware provides
for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
See Exhibit Index. The undersigned registrant hereby undertakes to
submit the Plan and any amendments thereto to the Internal Revenue Service
(the "IRS") in a timely manner and will make all changes required by the IRS
in order to qualify the Plan.
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
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PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, State of
California, on May 14, 1999.
Vista Information Solutions, Inc.
By: /s/ Thomas R. Gay
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Thomas R. Gay, President and
Chief Executive Officer
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POWER OF ATTORNEY
The officers and directors of Vista Information Solutions, Inc.
whose signatures appear below, hereby constitute and appoint Thomas R. Gay
and E. Steven Hamilton, and each of them, their true and lawful attorneys and
agents, with full power of substitution, each with power to act alone, to
sign and execute on behalf of the undersigned any amendment or amendments to
this registration statement on Form S-8, and each of the undersigned does
hereby ratify and confirm all that each of said attorney and agent, or their,
her or his substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities indicated on May 14, 1999.
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Signature Title
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<S> <C>
/s/ Thomas R. Gay
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Thomas R. Gay President, Chief Executive Officer (Principal
Executive Officer) and Director
/s/ E. Steven Hamilton
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E. Stevens Hamilton Vice President, Financial Officer (Principal
Financial Officer)
/s/ Brian Conn
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Brian Conn Controller (Principal Accounting Officer)
/s/ Jay D. Seid
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Jay D. Seid Chairman of the Board
/s/ Richard J. Freeman
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Richard J. Freeman Director
/s/ Earl Gallegos
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Earl Gallegos Director
/s/ Martin F. Kahn
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Martin F. Kahn Director
/s/ Patrick A. Rivelli
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Patrick A. Rivelli Director
/s/ Robert Boscamp
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Robert Boscamp Director
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EX. # DESCRIPTION LOCATION
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<S> <C> <C>
4.1. Articles of Incorporation................................................ (1)
4.2. By-Laws of the Company................................................... (1)
5.1. Opinion and Consent of Gray Cary Ware & Freidenrich
LLP...................................................................... (2)
23.1 Consent of Deloitte & Touche, LLP........................................ (2)
23.2. Consent of McGladrey & Pullen, LLP....................................... (2)
23.3. Consent of Gray Cary Ware & Freidenrich LLP (See Exhibit 5.1)............ (2)
24.1. Power of Attorney (See Signature Page)................................... (2)
(1) Incorporated by reference to the exhibits to the Company's Definitive Proxy
Statement on Form DEFS14A, filed February 17, 1998.
(2) Filed herewith.
</TABLE>
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EXHIBIT 5.1
May 14, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Vista Information Solutions, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
As legal counsel for Vista Information Solutions, Inc., a Delaware
corporation (the "Company"), we are rendering this opinion in connection with
the preparation and filing of a registration statement on Form S-8 (the
"Registration Statement") relating to the registration under the Securities
Act of 1933, as amended, of 100,000 shares (the "Shares") of Common Stock,
par value $0.001 per share, of the Company which may be issued pursuant to
the Vista Information Solutions, Inc. 1998 Employee 401(k) Plan (the "Plan").
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 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, the corporation laws of the State of Delaware and the federal law
of the United States. As to matters of Delaware corporation law, we have
based our opinion solely upon our examination of such laws and the rules and
regulations of the authorities administering such laws, all as reported in
standard, unofficial compilations. We have not obtained opinions of counsel
licensed to practice in jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the 100,000
shares of Common Stock of the Company which may be issued under the Plan are
duly authorized shares and, when issued against receipt of the consideration
therefor in accordance with the provisions of the Plan, will be validly
issued, fully paid and nonassessable. 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,
GRAY CARY WARE & FREIDENRICH LLP
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
Vista Information Solutions, Inc. on Form S-8 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.
DELOITTE & TOUCHE LLP
San Diego, California
May 11, 1999
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EXHIBIT 23.2
CONSENT OF MCGLADREY & PULLEN, LLP, INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form S-8 filed
on or about April 30, 1999 pertaining to the Vista Information Solutions,
Inc. 1998 Employee 401(K) Plan of our report, dated March 24, 1998, 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.
MCGLADREY & PULLEN, LLP
San Diego, California
April 28, 1999
