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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 2000
REGISTRATION NO. 333-[ ]
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VISTA INFORMATION SOLUTIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 41-4293754
(State or Other Jurisdiction (IRS Employer Identification Number)
of Incorporation or Organization)
5060 SHOREHAM PLACE, #300
SAN DIEGO, CALIFORNIA 92122
(619) 450-6100
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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THOMAS R. GAY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
5060 SHOREHAM PLACE, #300
SAN DIEGO, CALIFORNIA 92122
(619) 450-6100
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
---------------
COPIES TO:
DOUGLAS J. REIN, ESQ.
GRAY CARY WARE & FREIDENRICH LLP
4365 EXECUTIVE DRIVE, SUITE 1600
SAN DIEGO, CA 92121
TELEPHONE: (619) 677-1400
FACSIMILE: (619) 677-1477
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the Effective Date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE
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<S> <C> <C> <C> <C>
Common Stock, ($0.001 par value) 4,000,000 $3.17 $12,680,000 $3,348
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</TABLE>
(1) Estimated, pursuant to Rule 457(c), solely for the purpose of
calculating the registration fee based on the average of the high and
low prices for the common stock, as reported on the Nasdaq National
Market on April 11, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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The information in the prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities Exchange Commission is effective. This prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
PROSPECTUS
VISTA INFORMATION SOLUTIONS, INC.
4,000,000 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 4,000,000
shares of VISTA common stock under this prospectus. 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 11, 2000, the last sale price of our common stock as
reported on the Nasdaq National Market was $3.25.
<TABLE>
<S> <C>
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. Neither the SEC nor any state securities commission has
YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD A approved or disapproved of these securities or passed
COMPLETE LOSS OF YOUR INVESTMENT. upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
</TABLE>
See "Risk Factors" beginning on Page 4 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 ____________, 2000.
<PAGE>
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
<PAGE>
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.
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."
3
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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,
1999, 1998, and 1997. Our cumulative losses as of December 31, 1999 were
approximately $55 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.
4
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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.
5
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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 PRODUCTS 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) 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.
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.
6
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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.
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.
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
7
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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 March 27, 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 our 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 year ended December 31, 1999, our common stock has traded
between a low of $2.63 per share and a high of $14.75. 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, 1999 and all amendments thereto.
- Current Report on Form 8-K filed with the Commission on January 3,
2000 and all amendments thereto.
- The description of our common stock contained in our 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 Shareholder Relations at VISTA Information
Solutions, Inc., 5060 Shoreham Place, #300, San Diego, California 92122,
telephone number (858) 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 March 28, 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.
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.
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Selling Stockholder Shares of Common Stock
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C.E. Unterberg, Towbin 401(k) Profit Sharing 40,000
Plan dtd 10/26/90 FBO: Andrew Arno
Richard Anthony 10,000
Paul E. Austin 10,000
Alan R. Baumann, Barbara Baumann and William H. Frazier 10,000
TTEES Alan R. Bauman Revocable Trust U/A/D 12/21/83
Gastone Bello 40,000
Jordan S. Berlin IRA 10,000
Alexander Paul Bernstein and Sonia Daccarett JTWROS 12,000
C.E. Unterberg, Towbin 401(k) Profit Sharing Plan dtd 8,000
10/26/90 FBO: Alexander P. Bernstein
Andrew Blum 2,000
Joseph Bongiorno 10,000
James Borner 20,000
Mark C. Branigan 90,000
Neill and Linda Brownstein 100,000
</TABLE>
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<TABLE>
<CAPTION>
Selling Stockholder Shares of Common Stock
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C.E. Unterberg, Towbin LLC 100,000
Mark A. Campbell 20,000
Dale E. Crane 40,000
Fore D Investments LLC 10,000
Double Diamond Partners L.P. 10,000
Forais S.A. 10,000
Robert C. Duvall 120,000
Scott Eagle 6,000
Brian Finnerty 10,000
Steven C. Frankel 8,000
Adam Frankfort 4,000
Robert B. Goldberg 40,000
Brian D. Goldman 4,000
Frank Goldman 4,000
Hull Overseas, Ltd. 100,000
Stephen E. Jacobs 10,000
Linda Heller Kamm 20,000
C.E. Unterberg, Towbin 401(k) Profit Sharing Plan dtd 10,000
10/26/90 FBO: Estelle Konvisor
Park City Investments 20,000
Wendy Lavitt 20,000
Lay Ventures, a California Limited Partnership 20,000
Hugh Lowenstein 12,000
Ian R. and Carolyn B. Mackensie JTWROS 60,000
Michael E. Marrus 10,000
Matthew Matluck 4,000
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Selling Stockholder Shares of Common Stock
------------------- ----------------------
<S> <C>
John Matluck 4,000
Linda P. Matluck 2,000
Robert M. Matluck, IRA 20,000
Susan Matluck, IRA 4,000
Mitch Meisler, IRA 4,000
Jeffrey Moskowitz, IRA 30,000
MAIG Partners 30,000
Theo W. Muller 40,000
William P. Mulligan Jr. 10,000
Maurice and Sylvia Musry 10,000
David and Angella Nazarian Family Trust 100,000
Steven P. Novak 10,000
Lewis Rabinowitz 20,000
Wendy B. Rice 2,000
Adam Ritzer 6,000
Paul B. & Sheri L. Robbins Trust dtd. 12/10/91, as 40,000
amended
Elizabeth W. Ryan 10,000
Scott A. Sampson Trustee FBO: Scott A. SAS Trust I 20,000
Steven J. Sampson 40,000
Pierre L. Schoenheimer 40,000
Radix Associates 20,000
Rock Associates 20,000
J.F. Shea Co., Inc. as Nominee 1999-106 1,200,000
Kenneth Sheinberg 44,000
Abbott Stillman 10,000
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Selling Stockholder Shares of Common Stock
------------------- ----------------------
<S> <C>
Orrie Lee Tawes 20,000
Ralph and Saul Tawil 10,000
William R. Timken TTEE The Timken Living Trust U/A/D 20,000
1/14/99
A. Robert Towbin 40,000
Andrew G. Celli Jr. and James E. Satloff, TTEE FBO: 10,000
Andrew Thomas Celli Trust
Andrew G. Celli Jr. and James E. Satloff, TTEE FBO: 10,000
Theodore Jean Satloff Trust
Andrew G. Celli Jr. and James E. Satloff, TTEE FBO: 20,000
Hannah Andrea Celli Trust
Andrew G. Celli Jr. and James E. Satloff, TTEE U/A/L 30,000
05/19/93 FBO: Rebecca Rose Celli
Andrew G. Celli Jr. and James E. Satloff, TTEE U/A/L 30,000
05/19/93 FBO: Dustin Nathaniel Satloff
Marjorie and Clarence Unterberg Foundation, Inc. 100,000
Attn: Thomas I. Unterberg
C.E. Unterberg, Towbin Capital Partners I, L.P. 200,000
C.E. Unterberg, Towbin Phoenix Technology Partners, L.P. 200,000
Dan Weiner 40,000
William K. Woodruff 100,000
P.A.W. Partners LP 200,000
P.A.W. Offshore Fund Ltd. 200,000
---------
Total 4,000,000
=========
</TABLE>
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.
13
<PAGE>
The shares being offered by the selling stockholders hereunder were
acquired in connection with
- a private placement of Common Stock completed in December 1999;
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 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
14
<PAGE>
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.
LEGAL MATTERS
The validity of the shares is being passed upon by Gray Cary Ware &
Freidenrich LLP, San Diego, California.
15
<PAGE>
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.
16
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
=========================================================== ===========================================================
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, 4,000,000 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 ----------------------
to the date hereof.
PROSPECTUS
----------------------
SUMMARY TABLE OF CONTENTS
PAGE
Risk Factors.......................................4
Where You Can Find More Information................9
Selling Stockholders..............................10
Plan of Distribution..............................14 ________, 2000
Use of Proceeds...................................15
Legal Matters.....................................15
Experts...........................................16
=========================================================== ===========================================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Other expenses in connection with the registration of the common stock
hereunder will be substantially as follows (all expenses other than the SEC
Registration Fee are estimates):
<TABLE>
<CAPTION>
Item Company Expense
---- ---------------
<S> <C>
SEC Registration Fee............... $ 3,348
Printing and engraving expenses.... $ 1,000
Legal fees and expenses............ $ 15,000
Accounting Fees and expenses....... $ 20,000
Miscellaneous...................... $ 652
---------------
Total $ 40,000
===============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Tenth of the Certificate of Incorporation of VISTA contains a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) of
the DGCL; or (iv) for any transactions from which the director derived an
improper personal benefit.
Under Section 145 of the Delaware General Corporation Law, a Delaware
corporation generally has the power to indemnify its present and former
directors and officers against expenses and liabilities incurred by them in
connection with any suit to which they are, or are threatened to be made, a
party by reason of their serving in those positions so long as (a) they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the best interests of the company, and (b) with respect to any criminal action,
they had no reasonable cause to believe their conduct was unlawful. Section 145
expressly provides that the power to indemnify authorized therein is not
exclusive of any rights granted under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.
The preceding discussion of the Certificate of Incorporation of the
Company and Section 145 of the DGCL is not intended to be exhaustive and is
qualified in its entirety by reference to the complete text of the Certificate
of Incorporation of the Company which is incorporated by reference in this
Registration Statement at Exhibit 4.1 and by Section 145 of the DGCL. Liability
under federal securities law is not limited by the Certificate of Incorporation.
Article VIII of the Company's Bylaws provide that directors, officers,
and employees of the Company, shall be indemnified by the Company to the fullest
extent permitted by the DGCL. The complete text of the Bylaws is incorporated by
reference in this Registration Statement at Exhibit 4.2.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company is aware that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.
II-1
<PAGE>
ITEM 16. EXHIBITS
4.1* Certificate of Incorporation
4.1(a)** Amendment to Certificate of Incorporation
4.2* Bylaws
5.1 Opinion and Consent of Gray Cary Ware & Freidenrich LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included in Part II of the Registration
Statement).
* Incorporated by reference to the Company's Definitive Proxy Statement
filed on February 17, 1998 for a Special Meeting held on March 17, 1998
(File No. 000-20312).
** Incorporated by reference to the Company's Report on Form 10-KSB
filed on April 14, 2000 (File. No. 000-20312)
ITEM 17. UNDERTAKINGS
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 (the "Securities Act");
(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 offering range may be reflected in the form of
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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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 Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
II-2
<PAGE>
A. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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.
B. The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
D. The undersigned Registrant hereby undertakes that:
(1) For the purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-3 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 April 14, 2000.
VISTA Information Solutions, Inc.
By: /s/ Thomas R. Gay
------------------------------
Thomas R. Gay
Chief Executive Officer
(PRINCIPAL EXECUTIVE OFFICER)
POWER OF ATTORNEY
We, the undersigned officers and directors of VISTA Information
Solutions, Inc., hereby severally constitute Thomas R. Gay and Neil Johnson our
true and lawful attorneys with full power to sign for us and in our names, in
the capacities indicated below, the registration statement filed herewith and
any and all amendments to said registration statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable VISTA Information Solutions, Inc. to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorney to said registration statement and any and all amendments
thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas R. Gay Chief Executive Officer, President and April 14, 2000
- ------------------------------------- Director (PRINCIPAL EXECUTIVE OFFICER)
Thomas R. Gay
/s/ Neil A. Johnson Chief Financial Officer April 14, 2000
- ------------------------------------- (PRINCIPAL FINANCIAL OFFICER)
Neil A. Johnson
/s/ Brian D. Conn Controller April 14, 2000
- ------------------------------------- (PRINCIPAL ACCOUNTING OFFICER)
Brian D. Conn
/s/ Jay D. Seid Chairman of the Board April 14, 2000
- -------------------------------------
Jay D. Seid
/s/ Robert Boscamp
- ------------------------------------- Director April 14, 2000
Robert Boscamp
/s/ Richard J. Freeman
- ------------------------------------- Director April 14, 2000
Richard J. Freeman
/s/ Earl Gallegos
- ------------------------------------- Director April 14, 2000
Earl Gallegos
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Martin F. Kahn
- ------------------------------------- Director April 14, 2000
Martin F. Kahn
/s/ Patrick A. Rivelli Director April 14, 2000
- -------------------------------------
Patrick A. Rivelli
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------
<S> <C>
4.1* Certificate of Incorporation
4.1(a)** Certificate of Amendment to Certificate of Incorporation
4.2* Bylaws
5.1 Opinion and Consent of Gray Cary Ware & Freidenrich LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included in Part II of the Registration
Statement).
</TABLE>
* Incorporated by reference to the Company's Definitive Proxy Statement
filed on February 17, 1998 for a Special Meeting held on March 17, 1998
(File No. 000-20312).
** Incorporated by reference to the Company's report on Form 10-KSB filed
on April 14, 2000.
<PAGE>
EXHIBIT 5.1
April 14, 2000
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 4,000,000 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
<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 13, 2000, appearing in the Annual Report on Form 10-KSB of VISTA
Information Solutions, Inc. for the year ended December 31, 1999 and to the
reference to us under the heading "Experts" in the prospectus, which is part of
this Registration Statement.
/s/
DELOITTE & TOUCHE LLP
San Diego, California
April 13, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. ) of Vista Information Solutions, Inc. of our
report dated July 28, 1999 relating to the financial statements of Data
Management Services Business of Moore Corporation Limited, which appears in
the Current Report on Form 8-K/A of Vista Information Solutions, Inc. dated
February 14, 2000.
/s/
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
April 13, 2000
