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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-49672
PROSPECTUS
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VISTA INFORMATION SOLUTIONS, INC.
4,290,735 SHARES OF COMMON STOCK
The selling stockholders of VISTA Information Solutions, Inc. listed on
page 11 of this prospectus may offer and resell up to 4,290,735 shares of VISTA
common stock under this prospectus. These shares include 3,143,382 shares of
common stock issuable upon the conversion of a promissory note and 100,000
shares issuable upon exercise of warrants. All of the shares offered hereunder
are to be sold by the selling stockholders. Except for $838,600, payable as a
condition to the exercise of the warrants, 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 November 27, 2000, the last sale price of our common stock as
reported on the Nasdaq National Market was $1.125.
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THIS INVESTMENT INVOLVES A HIGH Neither the SEC nor any state
DEGREE OF RISK. YOU SHOULD PURCHASE securities commission has approved
SHARES ONLY IF YOU CAN AFFORD A or disapproved of these securities
COMPLETE LOSS OF YOUR INVESTMENT. or passed upon the this prospectus.
Any adequacy or accuracy of
representation to the contrary is a
criminal offense.
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See "Risk Factors" beginning on Page 6 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.
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The date of this prospectus is November 30, 2000.
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SUMMARY INFORMATION REGARDING VISTA
VISTA provides information for making real-estate decisions to
professionals and consumers throughout the United States and Canada. Through a
series of acquisitions and our own research and development efforts, we have
developed a variety of geographic databases and software tools related to real
estate decisions. Our intention is to integrate many of these databases into our
spatial database management system known as DataVision. The purpose of
integrating these databases is to provide a comprehensive set of tools to assist
consumers with real estate decisions and to provide homeowners access to
providers of related home services. To facilitate this integration, we have
organized our business into three operating units: RE/Commercial,
RE/Professional and RE/Consumer. RE/Commercial provides environmental risk
information to banks, engineers and consultants, flood information to banks and
insurance risk information to property and casualty insurance underwriters.
RE/Professional provides software solutions, disclosure information and data
management services to the real estate industry and home sellers. RE/Consumer
provides property listing, risk and other information to potential homebuyers
through a network of Internet sites.
RE/COMMERCIAL. RE/Commercial consists of two product lines:
Environmental Risk and Due Diligence Information Services ("Environmental") and
the Geographic Underwriting System("GUS").
ENVIRONMENTAL. The Environmental portion of our 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, we have developed a diverse
family of services, each tailored for the unique needs of specific customer
markets.
GUS. GUS 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.
RE/PROFESSIONAL consists of four primary product lines: MLS Systems and
Access Software, Agent Productivity and Office Management Software, Property
Disclosure and Print Media.
MLS SYSTEMS AND ACCESS SOFTWARE. Multiple Listing Services ("MLS") are
repositories of property-related information with the most important component
being listings of properties available for sale in the geographic region served
by the MLS organization. VISTA provides MLS's with systems integration solutions
which combine computer hardware, internally developed and licensed software,
telecommunications, security, customer support and maintenance to provide
immediate and reliable access to and updating of the property listings database
that represents the "shelf stock" of the real estate profession. Additionally,
we integrate public records, local and national school databases and other
pertinent property-related information into the MLS system for additional fees.
From the MLS listing database, agents access the data that is necessary to
perform their primary function as intermediary between the buyers and sellers of
real estate.
OFFICE MANAGEMENT SOFTWARE. In addition to listing access software, we
provide software tools to real estate agents designed to enhance sales
productivity, customer service and office operations. ON-LINE AGENT-TM- provides
comprehensive scheduling, planning and contact management tools for real estate
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agents. Listing data can be accessed directly and incorporated into the agent's
marketing and sales activities. On-Line Agent-TM- also features marketing tools
to target direct mail activities and produce flyers, slide shows and other
promotional material.
PROPERTY DISCLOSURE. Property Disclosure 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.
PRINT MEDIA. VISTA owns printing facilities in Toronto, Ontario and
Edmonton, Alberta that produce MLS books, generally as part of MLS Systems
contracts, and perform independent third party printing work known as Computer
Directed Services ("CDS"). CDS specializes in converting database information
from non real estate sources, preparing and printing this data to commercial
print standards. Large directories, statistic books and automobile manuals are
examples of typical CDS sales.
RE/CONSUMER. VISTA has created two real estate information websites to
assist consumers search for residential properties and make informed buying
decisions, Cyberhomes-Registered Trademark-.Com and NearMyHome-SM-.Com.
CYBERHOMES-Registered Trademark-. Cyberhomes-Registered Trademark-
features sophisticated search tools that help homebuyers quickly create a list
of homes that meet their requirements for location, price, size and number of
bedrooms. Users can view complete listing information of a property including
lot size, property type, and other special features as well as a photograph of
the home. In addition to listing data, Cyberhomes-Registered Trademark- also
provides access to supplemental neighborhood and community information such as
school ratings, mortgage rates, and links to third party providers of
home-related services. Users can purchase detailed SchoolMatch-Registered
Trademark- Reports from this site. Though we recently announced our intention to
sell Cyberhomes-Registered Trademark-, we have since decided to close its
consumer operations on November 17, 2000. However, Cyberhomes-Registered
Trademark- data aggregation infrastructure will be packaged for licensing and
sale arrangement to a variety of industry players.
NEARMYHOME-SM-. VISTA has made some of the property risk information it
manages available to Internet users on its NearMyHome-SM- website.
NearMyHome-SM- allows homeowners and homebuyers to view information about
natural hazards, environmental risks and other influences, such as location of
schools and hospitals, and neighborhood demographics, that affect the value and
desirability of any property location in the United States. Users can also
purchase more detailed reports from this site.
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 for the nine months ended September
30, 2000 and during the years ended December 31, 1999, 1998, and 1997. Our
cumulative losses as of September 30, 2000 were approximately $63 million. 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 are our
competitors' products and services. 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.
OUR STOCK MAY BE DELISTED FROM NASDAQ, WHICH COULD AFFECT ITS MARKET PRICE AND
LIQUIDITY.
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We are required to meet certain financial tests (including a minimum bid price
of our common stock of $1.00 and $4 million in tangible net worth) to maintain
the listing of our common stock on the Nasdaq National Market. Within the last
month, the minimum bid price for our common stock price has been below $1.00 for
portions of a trading day. Moreover, our tangible net worth has been declining
over the last year as a result of our operating losses largely resulting from
lower than expected revenues during that period. In computing tangible net worth
for Nasdaq listing purposes, we are required to exclude the value of goodwill
(which represented approximately $21.6 million on our September 30, 2000 balance
sheet). In the future, our stock price or tangible net worth may fall below the
Nasdaq requirements, or we may not be able to comply with other listing
requirements, which could result in our common stock being delisted from Nasdaq.
If that happened, the market price and liquidity of our common stock would be
impaired.
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.
ACCESS TO FREE INFORMATION ON THE INTERNET COULD AFFECT THE MARKETABILITY OF OUR
SERVICES AND OUR CUSTOMERS' SERVICES.
Our MLS Systems customers provide real estate listing information to
real estate brokers and agents who use this information to market and search for
real estate properties for their clients. A number of Internet services
(including Cyberhomes-Registered Trademark-) provide free listing information
directly to consumers at little or no cost. These services generally contract
with MLS's for this property data or accept listed property information directly
from the home seller. If this new information medium develops in a way that
causes sellers and purchasers to tend to require fewer services from brokers and
agents, fee revenue from real estate professionals to MLS's could be adversely
impacted. This could adversely affect the value of our contracts with MLS's and
our revenue and gross margins.
The emergence of the Internet as a source for public information presents
a challenge to us and other information providers to find new sources of
revenue. If we fail to take the correct action in response to these changes, we
could lose existing revenue sources and future opportunities for new revenues.
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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.
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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 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.
As of November 15, 2000, we have outstanding 102,564 shares of our Series
A Preferred, 380,000 shares of Series A-1 Preferred, 300,000 shares of Series
A-2 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.
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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 LOSS OF SIGNIFICANT CUSTOMERS MAY 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. Additionally, a
significant portion of revenue from our MLS Systems line is derived from
relatively few large contracts. The termination or non-renewal of some of these
contracts would adversely impact our operating results and financial condition.
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
November 15, 2000, we had approximately 25 million 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 13 million shares of common stock may be issued upon
exercise of outstanding options and warrants or upon exchange or conversion of
debt and 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, subordinated debt
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 first nine months of 2000, our common stock has traded between
a low of $1.00 per share and a high of $6.13. 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, 1999.
- Our Quarterly Reports on Form 10-QSB for the fiscal quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000.
- Current Reports on Form 8-K filed with the Commission on
January 3, 2000 and October 17, 2000 and all amendments
thereto.
- Our definitive Proxy Statement for the Special Meeting of
Stockholders held on April 14, 2000 and for the Annual Meeting
of Stockholders held on October 23, 2000.
- The description of our common stock contained in our Annual
Report on Form 10-KSB.
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 Shareholder Relations at VISTA Information
Solutions, Inc., 5060 Shoreham Place, #300, San Diego, California 92122,
telephone number (858) 450-6100. These reports are also available on our web
site.
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 November 29, 2000. 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, 1997. Mr. W.
Edward Tyler and Mr. James Currie, who are directors of VISTA, are executive
officers of Moore North America, Inc. or its parent, Moore Corporation.
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 Clareity
Consulting Associates, LLC holds 59,851 additional shares of our common stock.
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SELLING STOCKHOLDER SHARES OF COMMON STOCK
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Moore North America, Inc. 4,093,382 (1)
Neale May & Partners 5,925
Michael B Jones & Valentina Jones-Wagner 60,500 (2)
Swenson Advisor, LLP 10,000 (3)
James W. Tooman, Trustee Tooman 1983 Trust dtd 10/21/83 25,500 (4)
William Lynch 4,000 (5)
Clareity Consulting Associates, LLC 91,428
Total 4,290,735
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(1) Includes 950,000 shares of common stock and (ii) 3,143,182 shares of common
stock issuable pursuant to a convertible note.
(2) Includes 60,500 shares of common stock issuable under warrants.
(3) Includes 10,000 shares of common stock issuable under warrants.
(4) Includes 25,500 shares of common stock issuable under warrants.
(5) Includes 4,000 shares of common stock issuable under warrants.
The actual number of shares of common stock offered hereby, and included in
the Registration Statement of which this prospectus is a part, also includes an
additional number of shares of common stock that may be issued or issuable upon
exercise of the promissory note and the warrants by reason of any stock split,
stock dividend or similar transaction involving the common stock, in order to
prevent dilution, in accordance with Rule 416 under the Securities Act.
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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
- the acquisition of certain assets of the Data Management Services
Division of Moore Corporation.
- Consulting services provided to Vista in connection with financings
and acquisitions.
In those transactions, 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 and 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 selling stockholders. The selling stockholders may also enter into
options or other transactions with broker-dealers or other
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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.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock by the
selling stockholders. We may receive up to approximately $217,600 upon exercise
of the warrants. This is based on a potential full exercise of the warrant to
purchase 40,000 shares of common stock at $4.88 per share. We intend to apply
any net proceeds received from exercise of the warrants to general working
capital purposes.
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 for the years ended December 31, 1999
and 1998 incorporated in this prospectus by reference from VISTA Information
Solutions, Inc.'s Annual Report on Form 10-KSB for the year ended December 31,
1999 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.
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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, 4,290,735 SHARES
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 COMMON STOCK
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 PROSPECTUS
to the date hereof. ----------------------
SUMMARY TABLE OF CONTENTS
Page
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Risk Factors.......................................4
Where You Can Find More Information...............10
Selling Stockholders..............................11
Plan of Distribution..............................12 NOVEMBER 30, 2000
Use of Proceeds...................................14
Legal Matters.....................................14
Experts...........................................14
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