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Registration No. 333-______
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VISTA INFORMATION SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 41-1293754
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
5060 SHOREHAM PLACE, #300
SAN DIEGO, CALIFORNIA 92122
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(Address of principal executive offices) (Zip code)
VISTA INFORMATION SOLUTIONS, INC.
1998 EMPLOYEE 401(K) PLAN
1999 STOCK OPTION PLAN
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(Full title of the plan)
E. STEVENS HAMILTON
CHIEF FINANCIAL OFFICER AND SECRETARY
Vista Information Solutions, Inc.
5060 Shoreham Place, #300
SAN DIEGO, CALIFORNIA 92122
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (619) 450-6100
This registration statement shall become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered(1) offering price per aggregate offering Registration
share (2) price Fee
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<S> <C> <C> <C> <C>
1998 EMPLOYEE 401(k) PLAN
Common Stock 400,000 $4.8595 $1,943,800 $513.16
Par Value $0.001
1999 STOCK OPTION PLAN
Common Stock 3,000,000 $4.8595 $14,578,500 $3,848.72
Par Value $0.001
TOTALS 3,400,000 $4.8595 $16,522,300 $4,361.88
================================================================================================================
</TABLE>
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1 In addition, pursuant to Rule 416 under the Securities Act of 1933,
as amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution provisions
described herein.
2 Estimated solely for the purpose of calculating the Registration Fee. The
price is based upon the average between the high and low sale prices of the
Registrant's Common Stock on February 3, 2000 on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated by reference in
this Registration Statement:
(1) The Company's Annual Report on Form 10-KSB, as amended, for the
year ended December 31, 1998;
(2) The Company's Report on Form 8-K filed on January 29, 1999, as
amended on March 30, 1999;
(3) The Company's Quarterly Report on Form 10-QSB for the period ended
March 30, 1999;
(4) The Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1999;
(5) The Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1999;
(6) The Company's Report on Form 8-K filed on January 3, 2000;
(7) All other reports filed by the Company pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1998; and
(8) The description of the Company's Common Stock contained in its
Registration Statement on Form 10, including any amendments or reports filed for
the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While the
relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.
The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The By-Laws of the Company provide for indemnification of its directors,
officers, employees and agents to the fullest extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law. Section 145 of the General Corporation Law of
the State of Delaware provides for indemnification in terms sufficiently broad
to indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
See Exhibit Index. The undersigned registrant hereby undertakes to
submit the Plan and any amendments thereto to the Internal Revenue Service (the
"IRS") in a timely manner and will make all changes required by the IRS in order
to qualify the Plan.
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in
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volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
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whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on February 8,
2000.
Vista Information Solutions, Inc.
*By: /s/ Thomas R. Gay
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Thomas R. Gay, President and Chief
Executive Officer
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POWER OF ATTORNEY
The officers and directors of Vista Information Solutions, Inc. whose
signatures appear below, hereby constitute and appoint Thomas R. Gay and E.
Steven Hamilton, and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to this
registration statement on Form S-8, and each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or their, her or
his substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on February 8, 2000.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Thomas R. Gay
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Thomas R. Gay President, Chief Executive Officer (Principal
Executive Officer) and Director
*
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Neil A. Johnson Vice President, Financial Officer (Principal
Financial Officer)
*
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Brian Conn Controller (Principal Accounting Officer)
*
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Jay D. Seid Chairman of the Board
*
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Richard J. Freeman Director
*
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Earl Gallegos Director
*
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Martin F. Kahn Director
*
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Patrick A. Rivelli Director
*
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Robert Boscamp Director
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Ex. # Description Location
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<S> <C> <C>
4.1. Articles of Incorporation............................................................(1)
4.2. By-Laws of the Company...............................................................(1)
5.1. Opinion and Consent of Gray Cary Ware & Freidenrich LLP..............................(2)
23.1 Consent of Deloitte & Touche, LLP....................................................(2)
23.2. Consent of McGladrey & Pullen, LLP...................................................(2)
23.3. Consent of Gray Cary Ware & Freidenrich LLP (See Exhibit 5.1)........................(2)
24.1. Power of Attorney (See Signature Page)...............................................(2)
</TABLE>
(1) Incorporated by reference to the exhibits to the
Company's Definitive Proxy Statement on Form DEFS14A,
filed February 17, 1998.
(2) Filed herewith.
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EXHIBIT 5.1
February 8, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Vista Information Solutions, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
As legal counsel for Vista Information Solutions, Inc., a Delaware
corporation (the "Company"), we are rendering this opinion in connection with
the preparation and filing of a registration statement on Form S-8 (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended, of 400,000 shares and 3,000,000 shares (collectively, the
"Shares") of Common Stock, par value $0.001 per share, of the Company which may
be issued pursuant to the Vista Information Solutions, Inc. 1998 Employee 401(k)
Plan and the Company's 1999 Stock Option Plan, respectively (collectively, the
"Plans"). We have examined all instruments, documents and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California and we
express no opinion concerning any law other than the law of the State of
California, the corporation laws of the State of Delaware and the federal law of
the United States. As to matters of Delaware corporation law, we have based our
opinion solely upon our examination of such laws and the rules and regulations
of the authorities administering such laws, all as reported in standard,
unofficial compilations. We have not obtained opinions of counsel licensed to
practice in jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the 3,400,000
shares of Common Stock of the Company which may be issued under the Plans are
duly authorized shares and, when issued against receipt of the consideration
therefor in accordance with the provisions of the Plans, will be validly issued,
fully paid and nonassessable. We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement referred to above and the use of our
name wherever it appears in said Registration Statement.
Respectfully submitted,
GRAY CARY WARE & FREIDENRICH LLP
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
Vista Information Solutions, Inc. on Form S-8 of our report dated April 7, 1999,
appearing in the Annual Report on Form 10-KSB of Vista Information Solutions,
Inc. for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
San Diego, California
January 31, 2000
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-8 filed
on or about February 8, 2000 pertaining to the Vista Information Solutions,
Inc. Employee Stock Option Plan and the Vista Information Solutions, Inc.
1998 Employee 401(k) Plan of our report, dated March 24, 1998 on the 1997
financial statements, which appears on page 28 of the Annual Report on Form
10-KSB of Vista Information Solutions, Inc. and subsidiaries for the year
ended December 31, 1998.
MCGLADREY & PULLEN, LLP
San Diego, California
February 8, 2000
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