<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
VISTA INFORMATION SOLUTIONS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
VISTA INFORMATION SOLUTIONS, INC.,
5060 Shoreham Place
San Diego, California 92122
--------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
April 14, 2000
-------------------------
A Special Meeting of the Stockholders of VISTA Information
Solutions, Inc., a Delaware corporation (the "Company"), will be held at the
Company's office located at 5060 Shoreham Place, San Diego, California,
beginning at 1:00 p.m. on April 14, 2000, for the following purposes:
1. To consider a proposal to amend the Certificate of Incorporation to
increase the number of shares of authorized Common Stock to 70 million.
2. To consider a proposal to provide conversion and voting rights to
the holders of Series A-2 Preferred Stock, thereby eliminating redemption rights
for those shares.
3. To consider a proposal to amend the Certificate of Incorporation to
delete the designations and related descriptions of the rights and preferences
of four series of preferred stock that have been completely converted to common
stock.
The record date for determination of the stockholders entitled to
notice of and to vote at the Special Meeting and any adjournments thereof is the
close of business on March 10, 2000. For ten days prior to the meeting, a
complete list of the stockholders entitled to vote at the meeting will be
available at the offices of the Company for examination during business hours by
any stockholder for any purpose relating to the meeting.
Whether or not you expect to attend the Special Meeting in person,
please complete, sign, date and promptly return the enclosed proxy in the
envelope provided, which requires no postage if mailed in the United States.
By Order of the Board of Directors
Neil Johnson
Secretary
March 23, 2000
San Diego, California
- --------------------------------------------------------------------------------
IMPORTANT: Please fill in, date, sign and promptly mail the enclosed proxy card
in the accompanying postpaid envelope to assure that your shares are represented
at the meeting. If you attend the meeting, you may choose to vote in person even
if you have previously sent in your proxy card.
- --------------------------------------------------------------------------------
<PAGE>
VISTA INFORMATION SOLUTIONS, INC.
5060 SHOREHAM PLACE
SAN DIEGO, CALIFORNIA 92122
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 14, 2000
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of VISTA Information Solutions,
Inc. (the "Company") to be voted at the Special Meeting of Stockholders to be
held April 14, 2000, and any adjournment thereof (the "Special meeting"). The
Special meeting will be held at the Company's office located at 5060 Shoreham
Place, San Diego, California, on April 14, 2000 at 1:00 p.m., local time. The
Company expects that this proxy material will be mailed to stockholders on or
about March 24, 2000.
A Proxy Card is enclosed for your use. The Board of Directors requests
that you SIGN AND RETURN THE PROXY CARD IN THE ACCOMPANYING ENVELOPE. No postage
is required if mailed within the United States. The Company will bear the cost
of soliciting proxies, including the preparation, assembly and mailing of
proxies and soliciting material, as well as the cost of forwarding such material
to the beneficial owners of the Company's outstanding stock. Directors, officers
and regular employees of the Company may, without compensation other than their
regular compensation, solicit proxies by telephone, telegraph or personal
conversation. The Company may reimburse brokerage firms and others for expenses
in forwarding proxy materials to the beneficial owners of the Company's
outstanding stock.
All valid proxies received prior to the meeting will be voted. All shares
represented by a proxy will be voted, and where a stockholder specifies a choice
with respect to any matter to be acted upon, the shares will be voted in
accordance with the specification so made. If no choice is indicated on the
proxy, the shares will be voted in favor of the proposed amendments to the
Certificate of Incorporation. A stockholder giving a proxy may revoke that proxy
at any time prior to the time it is voted by delivering to the Secretary of the
Company either a written instrument revoking the proxy or a duly executed proxy
with a later date, or by attending the meeting and voting in person.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF EACH
PROPOSAL ADDRESSED IN THE NOTICE OF THE MEETING.
VOTING OF SHARES
The securities which can be voted at the Special Meeting consist of
the Company's Common Stock, par value $0.001 per share ("Common Stock"),
Series A Convertible Preferred Stock, par value $0.001 per share (the "Series
A Preferred"), Series A-1 Convertible Preferred Stock, par value $0.001 per
share (the "Series A-1 Preferred"), and Series F Convertible Preferred Stock,
par value $0.001 per share (the "Series F Preferred"). Each share of Common
Stock entitles its owner to one vote on each matter submitted to the
stockholders at the Special meeting. Each share of Series A Preferred, Series
A-1 Preferred or Series F Preferred entitles its owner to one vote for each
of the underlying shares of Common Stock into which the Series A Preferred,
Series A-1 Preferred or Series F Preferred is convertible ("Common Stock
Equivalents") on each matter submitted to the stockholders at the Special
meeting. The shares of Series A Preferred are currently convertible into
Common Stock at the rate of 19.5 shares of Common Stock for each preferred
share. The shares of Series A-1 Preferred are currently convertible into
Common Stock at the rate of 10 shares of Common Stock for each preferred
share. The shares of Series F Preferred are currently convertible into Common
Stock at the rate of 156.986 shares of Common Stock for each share of Series
F Preferred. In addition to Series A Preferred and Series A-1 Preferred,
300,000 shares of Series A-2 Convertible Preferred Stock, par value $0.001
per share (the "Series A-2 Preferred") are outstanding. The Series A-2
Preferred is currently nonvoting and convertible into 3,000,000 shares of
Common Stock only in the event of certain significant corporate events. In
this proxy statement the Series A Preferred, Series A-1 Preferred, Series A-2
Preferred and Series F Preferred are collectively referred to as the
"Preferred Stock".
1
<PAGE>
The record date for determining the holders of Common Stock and
Preferred Stock entitled to notice of and to vote at the Special Meeting is
March 10, 2000. On the record date, 25,139,472 shares of Common Stock were
outstanding and eligible to be voted at the Special Meeting and 485,064
shares of Preferred Stock (equal to 6,192,465 Common Stock Equivalents) were
outstanding and eligible to be voted at the Special Meeting. The holders of a
majority of the shares entitled to vote, either represented in person or by
proxy at the Special Meeting, will constitute a quorum for the transaction of
business. In general, shares of Common Stock and Preferred Stock represented
by a properly signed and returned proxy card will be counted as shares
present and entitled to vote at the Special meeting for purposes of
determining a quorum, without regard to whether the card reflects abstentions
(or is left blank) or reflects a "broker non-vote" on a matter (i.e., a card
returned by a broker because voting instructions have not been received and
the broker has no discretionary authority to vote).
PRINCIPAL STOCKHOLDERS AND BENEFICIAL OWNERSHIP
OF MANAGEMENT
COMMON STOCK AND COMMON STOCK EQUIVALENTS
The following table sets forth information regarding the beneficial
ownership of Common Stock and Common Stock Equivalents of the Company as of
March 10, 2000 (a) by each shareholder who is known by the Company to own
beneficially more than 5% of the outstanding Common Stock and Common Stock
Equivalents or the combined total voting power of all classes of capital stock
of the Company on a fully diluted, as converted basis, (b) by each director, (c)
by the Chief Executive Officer and the other four most highly compensated
executive officers serving on December 31, 1999 (the "Designated Executive
Officers"), and (d) by all executive officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF CLASS
SHARES BENEFICIALLY OWNED(2)
NAME OWNED(1)
- ------------------------------------------------------ ------------------------------ ---------------------------
<S> <C> <C>
Thomas R. Gay........................................ 1,138,829 (3) 4.5%
5060 Shoreham Place
Suite 300
San Diego, CA 92122
Earl Gallegos........................................ 10,000 (4) *
4785 Nomad Drive
Woodland Hills, CA 91364
Martin F. Kahn....................................... 120,893 (5) 0.4%
Cadence Information Associates
767 Fifth Avenue
43rd Floor
New York, NY 10153
Jay D. Seid.......................................... 560,279 (6) 2.2%
3 Bala Plaza East
Suite 502
Bala Cynwyd, PA 19004
Patrick A. Rivelli................................... 852,007 (7) 3.4%
Three Forest Plaza, Suite 1300
12221 Merit Dr.
Dallas, TX 75251
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF CLASS
SHARES BENEFICIALLY OWNED(2)
NAME OWNED(1)
- ------------------------------------------------------ ------------------------------ ---------------------------
<S> <C> <C>
Richard J. Freeman................................... 4,665,110 (8) 24.3%
Century Capital Management
One Liberty Square
Boston, MA 02109
James B. Currie...................................... 4,093,382(9) 14.5%
1200 Lakeside Drive
Bannocburn, IL 60015
W. Edward Tyler...................................... 4,093,382(10) 14.5%
1200 Lakeside Drive
Bannocburn, IL 60015
Century Capital Partners, L. P....................... 4,665,110(11) 24.3%
Century Capital Management
One Liberty Square
Boston, MA 02109
Moore North America, Inc............................. 4,093,382 14.5%
1200 Lakeside Drive
Bannocburn, IL 60015
Robert Boscamp....................................... 12,500 (12) *
E. Stevens Hamiltion................................. 116,667(13) 0.5%
5060 Shoreham Place, #300
San Diego, CA 92122
HCC Investments, Inc. 2,000,000(14) 7.4%
All current directors and executive officers as a
group (16 persons)................................... 11,723,533(15) 41.1%
</TABLE>
- ------------------------------------
*Less than 0.l%.
(1) Unless otherwise noted, all of the shares shown are held by individuals
or entities possessing sole voting and investment power with respect to
such shares. These numbers include shares deemed beneficially owned by
virtue of the right of a person to acquire them within 60 days, whether
by the exercise of options or warrants or the conversion of Preferred
Stock into Common Stock.
(2) The "Percent of Class Owned" is calculated by dividing the "Number of
Shares Beneficially Owned" by the sum of (i) the total outstanding
shares of Common Stock of the Company and (ii) shares of Common Stock
that such person has the right to acquire within 60 days, whether by
the exercise of options or warrants or the conversion of Preferred
Stock into Common Stock.
(3) Includes 208,102 shares of Common Stock that Mr. Gay has the right to
acquire upon the exercise of options and 68,893 shares of Common Stock
that Mr. Gay has the right to acquire upon the exercise of warrants.
(4) Includes 10,000 shares of Common Stock which Mr. Gallegos has the right
to acquire upon the exercise of stock options.
(5) Includes 436 shares of Common Stock held by Cadence Management, L.P.
("Cadence"), of which Mr. Kahn serves as the sole general partner, and
120,457 shares of Common Stock that Cadence has the right to acquire
upon exercise of stock options.
(6) Includes 327,586 shares of Common Stock beneficially owned by the Paul
S. Bachow Co-Investment Fund, L.P., 210,000 shares Mr. Seid has the
right to acquire upon the exercise of options and 22,693 shares Mr.
Seid has the right to acquire upon the exercise of warrants. Mr. Seid
is a Managing Director of Bachow & Associates and has investment power
with respect to the shares held by the Paul S. Bachow Co-Investment
Fund, L.P.; however, Mr. Seid disclaims beneficial ownership of such
shares except to the extent of his pecuniary interest therein.
3
<PAGE>
(7) Includes 5,354 shares of Common Stock held jointly by Mr. Rivelli and
his wife. Also includes 846,653 shares of Common Stock beneficially
owned by Sunwestern Managers, Inc. Mr. Rivelli and James Silcock are
the general partners of Sunwestern Investment Fund III, Sunwestern
Cayman 1988 Partners and Mapleleaf Capital, Ltd., and are equal
shareholders of Sunwestern Managers, Inc., the attorney in fact for
Sunwestern Investment Fund III, Sunwestern Cayman 1988 Partners and
Mapleleaf Capital, Ltd., having the power to vote and direct the voting
of the shares held. Pursuant to Rule 13d-3 of the Securities Exchange
Act of 1934, Mr. Rivelli may be deemed to share beneficial ownership
with respect to the shares held by and for Sunwestern Investment Fund
III, Sunwestern Cayman 1988 Partners and Mapleleaf Capital, Ltd.;
however, Mr. Rivelli disclaims beneficial ownership except to the
extent of his pecuniary interest therein.
(8) Includes 4,665,110 shares of Common Stock beneficially owned by Century
Capital Partners, L. P. Mr. Freeman disclaims beneficial ownership of
such shares. Mr. Freeman is a Vice President of Century Capital
Partners, L. P. and has investment power with respect to the shares
held.
(9) Includes 950,000 shares of Common Stock owned by Moore North America,
Inc. and 3,143,382 shares Moore North America, Inc. has the right to
acquire upon the exercise of convertible debt. Mr. Currie is Senior
Vice President of Business Development of Moore Corporation Limited,
the parent company of Moore North America, Inc. Mr. Currie disclaims
beneficial ownership of such shares
(10) Includes 950,000 shares of Common Stock owned by Moore North America,
Inc. and 3,143,382 shares Moore North America, Inc. has the right to
acquire upon the exercise of convertible debt. Mr. Tyler is President
and Chief Executive Officer of Moore Corporation Limited, the parent
company of Moore North America, Inc. Mr. Tyler disclaims beneficial
ownership of such shares.
(11) Includes 1,317,135 shares of Common Stock owned by Century Capital
Partners, L. P., 17,500 shares Century Capital Partners, L. P. has the
right to acquire upon the exercise of options, 330,477 shares Century
Capital Partners, L. P. has the right to acquire upon the exercise of
warrants and 2,999,998 shares Century Capital Partners, L. P. has the
right to acquire upon conversion of 202,564 shares of Series A
and Series A-1 Preferred.
(12) Includes 12,500 shares of Common Stock Mr. Boscamp has the right to
acquire upon exercise of options.
(13) Includes 116,667 shares of Common Stock Mr. Hamilton has the right
to acquire upon exercise of options.
(14) Includes 1,250,000 shares of Common Stock that HCC Investments, Inc.
has the right to acquire upon conversion of 125,000 shares of
Preferred A-1 Stock. HCC Investments, Inc. also has the beneficial
ownership of 750,000 shares of Common Stock that the following trusts
have the right to acquire upon conversion of 75,000 shares of Preferred
Series A-1 Stock:
Trust Name Preferred Series A-1 Stock
_______________________________________________________________________
Hillman Fisher Childrens' Trust 10,720
Hillman Simonds Childrens' Trust 10,720
Hillman, Henry L. Jr. Childrens' Trust 10,720
Hillman, Henry L. Trust U/A 32,120
Hillman, William Talbott Childrens' Trust 10,720
(15) Includes shares referred to in notes (3) through (13) above,
854,184 shares of Common Stock issuable upon exercise of options,
and 3,565,445 shares of Common Stock issuable upon the exercise of
warrants and convertible debt.
SERIES A PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series A Preferred as of March 10, 2000 (a) by each
stockholder who is known by the Company to own beneficially more than 5% of the
outstanding Series A Preferred, (b) by each director, (c) by the Designated
Executive Officers, and (d) by all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY PERCENT OF CLASS
NAME(1) OWNED(2) OWNED
- ------------------------------------------------------ ------------------------------ ---------------------------
<S> <C> <C>
Century Capital Partners, L. P. ..................... 102,564 100%
Century Capital Management
One Liberty Square
Boston, MA 02109
Richard J. Freeman .................................. 102,564 (3) 100%
Century Capital Management
One Liberty Square
Boston, MA 02109
All current directors and executive officers as a
group (16 persons)................................... 102,564 (3) 100%
</TABLE>
- ------------------------------------
(1) Unless listed in this table, no director or Designated Executive
Officer has any beneficial ownership of shares of Series A Preferred.
4
<PAGE>
(2) Unless otherwise noted, all of the shares shown are held by individuals
or entities possessing sole voting and investment power with respect to
such shares. These numbers include shares deemed beneficially owned by
virtue of the right of a person to acquire them within 60 days, whether
by the exercise of options or warrants.
(3) Includes 102,564 shares of Series A Preferred beneficially owned by
Century Capital Partners, L.P. Mr. Freeman is a Vice President of
Century Capital Partners, L.P. and has investment power with respect to
the shares held; however, Mr. Freeman disclaims beneficial ownership of
such shares except to the extent of his pecuniary interest therein.
5
<PAGE>
SERIES A-1 PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series A-1 Preferred as of March 10, 2000 (a) by each
stockholder who is known by the Company to own beneficially more than 5% of the
outstanding Series A-1 Preferred, (b) by each director, (c) by the Designated
Executive Officers, and (d) by all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY PERCENT OF CLASS
NAME(1) OWNED(2) OWNED
- ------------------------------------------------------ ------------------------------- -----------------------------
<S> <C> <C>
Century Capital Partners II, L. P. .................. 100,000 26.3%
Century Capital Management
One Liberty Square
Boston, MA 02109
Richard J. Freeman .................................. 100,000(3) 26.3%
Century Capital Management
One Liberty Square
Boston, MA 02109
HCC Investments, Inc. 200,000(4) 52.6%
Western International Insurance Company 80,000 21.1%
Henry L. Hillman Trust U/A 32,120 8.5%
All current directors and executive officers as a
group (16 persons)................................... 100,000(3) 26.3%
</TABLE>
- ------------------------------------
(1) Unless listed in this table, no director or Designated Executive
Officer has any beneficial ownership of shares of Series A-1 Preferred.
(2) Unless otherwise noted, all of the shares shown are held by individuals
or entities possessing sole voting and investment power with respect to
such shares. These numbers include shares deemed beneficially owned by
virtue of the right of a person to acquire them within 60 days, whether
by the exercise of options or warrants.
(3) Includes 100,000 shares of Series A-1 Preferred beneficially owned by
Century Capital Partners II, L.P. Mr. Freeman is a Vice President of
Century Capital Partners II, L.P. and has investment power with respect
to the shares held; however, Mr. Freeman disclaims beneficial ownership
of such shares except to the extent of his pecuniary interest therein.
(4) Includes 75,000 shares of Preferred Series A-1 Stock owned by the
following trusts:
Trust Name Preferred Series A-1 Stock
_____________________________________________________________________
Hillman Fisher Childrens' Trust 10,720
Hillman Simonds Childrens' Trust 10,720
Hillman, Henry L. Jr. Childrens' Trust 10,720
Hillman, Henry L. Trust U/A 32,120
Hillman, William Talbott Childrens' Trust 10,720
HCC Investments, Inc. has investment power with respect to the shares
held by these trusts.
6
<PAGE>
SERIES A-2 PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series A-2 Preferred as of March 10, 2000 (a) by each
stockholder who is known by the Company to own beneficially more than 5% of the
outstanding Series A-2 Preferred, (b) by each director, (c) by the Designated
Executive Officers, and (d) by all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY PERCENT OF CLASS
NAME(1) OWNED(2) OWNED
- ------------------------------------------------------ ------------------------------- -----------------------------
<S> <C> <C>
Century Capital Partners II, L. P. .................. 300,000 100%
Century Capital Management
One Liberty Square
Boston, MA 02109
Richard J. Freeman .................................. 300,000(3) 100%
Century Capital Management
One Liberty Square
Boston, MA 02109
All current directors and executive officers as a
group (16 persons)................................... 300,000(3) 100%
</TABLE>
- ------------------------------------
(1) Unless listed in this table, no director or Designated Executive
Officer has any beneficial ownership of shares of Series A-2 Preferred.
(2) Unless otherwise noted, all of the shares shown are held by individuals
or entities possessing sole voting and investment power with respect to
such shares. These numbers include shares deemed beneficially owned by
virtue of the right of a person to acquire them within 60 days, whether
by the exercise of options or warrants.
(3) Includes 300,000 shares of Series A-2 Preferred beneficially owned by
Century Capital Partners II, L.P. Mr. Freeman is a Vice President of
Century Capital Partners II, L.P. and has investment power with respect
to the shares held; however, Mr. Freeman disclaims beneficial ownership
of such shares except to the extent of his pecuniary interest therein.
7
<PAGE>
SERIES F PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series F Preferred as of March 10, 2000 (a) by each
stockholder who is known by the Company to own beneficially more than 5% of the
outstanding Series F Preferred, (b) by each director, (c) by the Designated
Executive Officers, and (d) by all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY PERCENT OF CLASS
NAME(1) OWNED(2) OWNED
- ---------------------------------------------------------- ------------------------------- ------------------------
<S> <C> <C>
Finova Mezzanine Capital Inc. 2,500 100.0%
500 Church Street, #200
Nashville, TN 37219
All current directors and executive officers
as a group (16 persons).................................. 0 *
</TABLE>
- ------------------------------------
*Less than 1%.
(1) No director or Designated Executive Officer has any beneficial
ownership of shares of Series F Preferred.
(2) Unless otherwise noted, all of the shares shown are held by individuals
or entities possessing sole voting and investment power with respect to
such shares. These numbers include shares deemed beneficially owned by
virtue of the right of a person to acquire them within 60 days, whether
by the exercise of options or warrants.
8
<PAGE>
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK
The Company is proposing to amend its Certificate of Incorporation to
increase the number of shares of authorized Common Stock from 43 million to 70
million. On the record date, 25,139,472 shares of Common Stock were outstanding,
and 13,336,679 additional shares were reserved for issuance upon conversion of
outstanding shares of Preferred Stock and convertible debt or exercise of
outstanding employee stock options and warrants. As a result, the Company does
not have a substantial number of authorized shares for potential future
transactions, such as asset and stock acquisitions of other companies, equity
financings or lease or debt financings in which part of the consideration would
likely be warrants to purchase Common Stock. The Company does not have other
immediate commitments for which it needs additional shares of Common Stock.
Rather, it is seeking to have a sufficient reserve of shares so that it has the
ability to act promptly on appropriate opportunities in the future.
VOTE REQUIRED AND BOARD OF DIRECTORS RECOMMENDATION. The affirmative
vote of a majority of the shares of Common Stock, Series A Preferred, Series A-1
Preferred and Series F Preferred, voting as a single class, is required for
approval of this proposal. Abstentions and broker non-votes will have the same
effect as a vote against this proposal.
The Board believes that the proposed amendment of the Certificate of
Incorporation is in the best interest of the stockholders and the Company for
the reasons stated above.
THEREFORE, THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THIS
PROPOSAL.
PROPOSAL TO GRANT CONVERSION AND VOTING RIGHTS TO HOLDERS OF SERIES A-2
PREFERRED STOCK
In December 1999, the Company issued shares of Series A-2 Preferred to
Century Capital Partners II, L.P., which is affiliated with Mr. Richard Freeman,
a director of the Company. For regulatory reasons, the Series A-2 Preferred was
structured to permit those shares to vote or to be converted to Common Stock
only after stockholders approved the grant of those voting and conversion
rights. Through this proxy solicitation the Company is now seeking stockholder
approval to allow the Series A-2 Preferred to vote on all matters submitted to
the stockholders of the corporation and convert into Common Stock at the
election of the holder.
If by March 31, 2002 the holders of Series A-2 Preferred do not have
full voting and conversion rights, the holders may redeem the Series A-2
Preferred on any date on or after September 30, 2002 for the sum of the
original purchase price, declared but unpaid dividends, plus a redemption
premium of 25% per annum compounded annually between the original issuance of
the shares and redemption. The Company believes that the stockholders benefit
more from the Company avoiding the need to pay a 25% compound annual
redemption premium than they give up by authorizing voting rights and
conversion rights. Additionally, the elimination of redemption rights that
will occur with the authorization of voting and conversion rights will
improve the Company's balance sheet.
VOTE REQUIRED AND BOARD OF DIRECTORS RECOMMENDATION. The affirmative
vote of a majority of the shares of Common Stock, Series A Preferred, Series A-1
Preferred and Series F Preferred, voting as a single class, is required for
approval of this proposal. Abstentions and broker non-votes will have the same
effect as a vote against this proposal.
The Board believes that granting voting and conversion rights (which
eliminates the redemption rights) is in the best interest of the stockholders
and the Company for the reasons stated above.
THEREFORE, THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THIS
PROPOSAL.
9
<PAGE>
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
TO DELETE THE DESCRIPTIONS OF RIGHTS AND PREFERENCES OF FOUR SERIES OF PREFERRED
STOCK NO SHARES OF WHICH ARE OUTSTANDING
Several years ago, the Company created Series B, Series C, Series D,
and Series E Preferred Stock for various capital raising purposes. All of
these shares have been converted to Common Stock and the Company has no plans
to reissue those shares. The Company proposes to amend its Certificate of
Incorporation to delete the descriptions of Series B Preferred Stock, Series
C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. No
shares of any of these series of Preferred Stock are outstanding. If the
stockholders approve this proposal the Company's Certificate of Incorporation
would be simpler and easier to read and it would return 1,112,500 shares of
Preferred Stock to the reserve available for issuance as provided in the
Company's Certificate of Incorporation.
VOTE REQUIRED AND BOARD OF DIRECTORS RECOMMENDATION. The affirmative
vote of a majority of the shares of Common Stock, Series A Preferred, Series
A-1 Preferred and Series F Preferred, voting as a single class, is required
for approval of this proposal. Abstentions and broker non-votes will have the
same effect as a vote against this proposal.
The Board believes that the proposed amendment of the Certificate of
Incorporation is in the best interest of the stockholders and the Company for
the reasons stated above.
THEREFORE, THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THIS
PROPOSAL.
STOCKHOLDERS' PROPOSALS
The rules of the Securities and Exchange Commission permit stockholders
of a company, after timely notice to the company, to present proposals for
stockholder action in the company's proxy statement where such proposals are
consistent with applicable law, pertain to matter appropriate for stockholder
action and are not properly omitted by company action in accordance with the
proxy rules. Stockholder proposals, prepared in accordance with the proxy rules,
for consideration at the 2000 Annual meeting must be received by the Company on
or before June 22, 2000.
10
<PAGE>
VISTA INFORMATION SOLUTIONS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas R. Gay, Neil A. Johnson and
E. Stevens Hamilton, and each of them, as Proxies, each with full power of
substitution, and hereby authorizes each of them to represent and to vote, as
designated below, all the shares of Common Stock of VISTA Information
Solutions, Inc. held of record by the undersigned as of March 10, 2000, at
the Special Meeting of Stockholders to be held on April 14, 2000, or any
adjournment thereof.
1. With respect to the proposed amendment to the Certificate of
Incorporation to increase the number of shares of authorized Common Stock.
/ / FOR
/ / AGAINST
/ / ABSTAIN
2. With respect to the proposal to grant voting and conversion
rights to holders of Series A-2 Preferred Stock.
/ / FOR
/ / AGAINST
/ / ABSTAIN
3. With respect to the proposed amendment to the Certificate of
Incorporation to delete the descriptions of rights and preferences of four
series of Preferred Stock, no shares of which are outstanding.
/ / FOR
/ / AGAINST
/ / ABSTAIN
In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
(CONTINUED AND TO BE COMPLETED AND SIGNED ON THE REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSALS IDENTIFIED ABOVE. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Dated: , 2000
---------------------------------
---------------------------------------------
Signature
---------------------------------------------
Signature if held jointly
---------------------------------------------
Print Name
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
