<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
Amendment No. 1 to Annual Report Under
Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
COMMISSION FILE NO.: 0-20312
--------------------
VISTA INFORMATION SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1293754
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5060 SHOREHAM PLACE, #300, SAN DIEGO, CA 92122
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 450-6100
--------------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
--------------------
==============================================================================
<PAGE>
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) DIRECTORS OF THE REGISTRANT.
The names of the Company's directors, their ages, the year in which each
first became a director and their principal occupations as of April 28, 2000
are set forth below.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- ---- --- -------------------- --------------
<S> <C> <C> <C>
Jay D. Seid 39 Managing Director of Bachow & Associates 1995
Chairman of the Board of Directors of the Company
Thomas R. Gay 53 President and Chief Executive Officer of the Company 1995
Patrick A. Rivelli 62 General Partner of Sunwestern Investment Fund III 1995
Richard J. Freeman 46 Vice President of Century Capital Management, Inc. 1996
Robert Boscamp 51 Senior Vice-President of Comfort Systems USA, Inc. 1997
Earl Gallegos 41 Principal, Earl Gallegos Management 1998
W. Edward Tyler 47 President and Chief Executive Officer of Moore Corporation Ltd. 1999
James B. Currie 51 Executive Vice President of Moore Corporation Ltd. 1999
</TABLE>
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<PAGE>
JAY D. SEID has served as Chairman of the Board of Directors of the
Company since October 1996 and as a director of the Company since 1995. Since
December 1992, Mr. Seid has served as Vice President of Bachow & Associates,
Inc., an investment company. From May 1988 to December 1992, Mr. Seid served
as President and General Counsel of Judicate, Inc., a publicly traded
provider of alternative dispute resolution services. Prior to 1988, Mr. Seid
was an attorney specializing in corporate law with Wolf, Block, Schorr and
Solis-Cohen in Philadelphia.
THOMAS R. GAY has served as a director and as President and Chief
Executive Officer of the Company since the merger with VISTA Environmental in
February 1995. Mr. Gay was a co-founder of VISTA Environmental and served as
the President and CEO of VISTA Environmental from August 1991 to February
1995. From 1988 to August 1991, Mr. Gay served as President of National
Decisions Systems, a company involved in marketing information products,
databases and software, which he also co-founded.
PATRICK A. RIVELLI has served as a director of the Company since the
merger with VISTA Environmental in February 1995. Mr. Rivelli is a founder of
Sunwestern Investment Fund III Limited Partnership and has been the General
Partner of Sunwestern L.P. since 1988. Mr. Rivelli has also served as the
President and a director of Sunwestern Managers Inc., the management company
of Sunwestern Limited Fund, since October 1992. Mr. Rivelli is also a
director of Maxserv Inc., an information services firm.
RICHARD J. FREEMAN has served as a director of the Company since October
1996. Mr. Freeman is Vice President of Century Capital Management, Inc. For
the past 18 years, Mr. Freeman has held various investment management
positions with Kemper Financial Services, First Chicago Corp., Metropolitan
Life Insurance Company and the State of Michigan Insurance Bureau and
Treasury Department.
ROBERT BOSCAMP has served as a director of the Company since October
1997. Mr. Boscamp is Senior Vice-President of Energy Services for Comfort
Systems, Inc., a consolidator of heating, ventilation and air conditioning
systems companies. From 1995 to 1999 Mr. Boscamp was the President and Chief
Executive Officer of Axiom Power Solutions, Inc., a marketer of energy
related products and a wholly-owned subsidiary of Arizona Public Service.
From 1990 to 1995, Mr. Boscamp founded and developed EcoGroup, a provider of
information and market consulting services to the utilities industry.
EcoGroup was subsequently acquired by Trans Union Corporation, an information
services company. Prior to founding EcoGroup, Mr. Boscamp founded Enercom, a
utility consulting firm, which was subsequently acquired by Equifax, Inc. a
provider of information services.
EARL GALLEGOS has served as a director of the Company since January 1998.
Mr. Gallegos is the founder and principal of Earl Gallegos Management, a
consulting firm specializing in the development and implementation of data
processing systems and insurance operations. Prior to 1995, Mr. Gallegos held
various management positions, including Vice President of Operations, within
The Pacific Rim Assurance Company.
W. EDWARD TYLER has served as a director of the Company since December
1999. Mr. Tyler has served as President and Chief Executive Officer of Moore
Corporation Limited since April 1998. Prior to April 1998, Mr. Tyler held
various positions with R.R. Donnelly & Sons Company, most recently he was
Executive Vice President.
JAMES B. CURRIE has served as a director of the Company since December
1999. Mr. Currie has served as Senior Vice President, Business Development of
Moore Corporation Limited since January 1999. From September 1996 through
December 1998 Mr. Currie was President of J.B. Consulting. From March 1995 to
September 1996, Mr. Currie was Executive Vice President, General Counsel and
Secretary of Chicago Title and Trust Company. Prior to 1995, Mr. Currie was
Executive Vice President, General Counsel and Secretary of Heller Financial,
Inc.
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<PAGE>
(b) EXECUTIVE OFFICERS OF THE REGISTRANT.
Information concerning executive officers of the Company is included in
this Annual Report on Form 10-KSB under Item 9(B), "Executive Officers of the
Registrant".
(c) SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who
beneficially own more than 10% of the Company's Common Stock, to file with
the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in beneficial ownership of Common Stock.
Executive officers, directors and greater-than-10% shareholders are required
by SEC regulations to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company for the year ended December
31, 1999, all executive officers, directors and greater-than-10% shareholders
filed the required Section 16(a) reports in a timely manner.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
EXECUTIVE COMPENSATION AND OTHER BENEFITS
The following table sets forth the cash and non-cash compensation paid or
earned (i) during the fiscal years ended December 31, 1998, 1997 and 1996 to
the executive officers of the Company who had salary and bonuses which
exceeded $100,000 for the fiscal year ended December 31, 1999.
-3-
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
------------------------------------------
Long Term Compensation Awards
Name And Principal Position Year Salary ($) Bonus ($) Other ($) Securities Underlying Options
- --------------------------- ---- ---------- --------- --------- -----------------------------
<S> <C> <C> <C> <C> <C>
Thomas R. Gay.................... 1999 259,992 -- 6,000 200,000
Chief Executive Officer 1998 241,244 -- 12,000 (2) 100,000
1997 195,000 -- 11,000 (3) 80,000
E. Stevens Hamilton 1999 206,848 -- -- --
Vice President, 1998 215,585 -- -- 150,000
1997 144,000 -- -- --
Jerome T. Marani 1999 187,391 -- -- --
Vice President 1998 84,375 $10,000 -- 100,000
1997 -- -- -- --
</TABLE>
(1) Includes an annual car allowance of $6,000 and country club membership
dues of $6,000.
(2) Includes an annual car allowance of $6,000 and country club membership
dues of $5,000.
OPTION GRANTS
The following table sets forth information with respect to grants of
stock options during the last fiscal year to the persons named in the Summary
Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------
Percent of Exercise
Number of Securities Total Options or
Underlying Options Granted to Employees Base Price Expiration
Name Granted(#)(1) in Fiscal Year ($/Sh) Date
- ---- ------------- -------------- ------ --------
<S> <C> <C> <C> <C>
Thomas R. Gay 200,000 16.6% $3.50 12/1/10
E. Stevens Hamilton - - - -
Jerome T. Marani - - - 1/25/08
</TABLE>
- ------------------------
-4-
<PAGE>
The following table sets forth information with respect to option
exercises and fiscal year-end option values for the persons named in the
Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying In-the-Money Options
Unexercised Options
at FY-End at FY-End
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Thomas R. Gay --- --- 208,102/321,667 $764,370/1,166,043
E. Stevens Hamilton --- --- 116,667/33,333 422,918/120,832
Jerome T. Marani --- --- 27,917/72,083 101,199/261,300
</TABLE>
DIRECTOR COMPENSATION
DIRECTORS' FEES. Each director who is not an employee of the Company is
entitled to receive $200 for each Board meeting and committee meeting
attended. The Company also reimburses each director for out-of-pocket
expenses when attending Board meetings or otherwise engaging in Company
business.
AUTOMATIC OPTION GRANT. Pursuant to the 1999 Stock Option Plan (the "1999
Plan"), each non-employee director serving on the Board receives an automatic
grant of options to purchase 5,000 shares of Common Stock on January 1 each
year the 1999 Plan is in effect. If a non-employee director is elected or
appointed to serve as a director following such January 1 date, such
non-employee director receives an automatic grant of an option to purchase
(i) 2,500 shares of Common Stock if such non-employee director is elected or
appointed after June 30 in any year in which the 1999 Plan is in effect, or
(ii) 5,000 shares of Common Stock if such non-employee director is elected or
appointed prior to July 1 in any year in which the 1999 Plan is in effect.
The exercise price per share for such options is equal to the fair market
value of one share of Common Stock on the date the option is granted. Options
automatically granted to non-employee directors under the 1999 Plan become
exercisable six months following the date of grant and expire five years from
the date of grant. In the event a non-employee director's service as a
director of the Company is terminated by reason of death or disability (as
defined in the 1999 Plan) all such outstanding options then held by the
non-employee director will become immediately exercisable in full and will
remain exercisable for a period of one year thereafter (but in no event after
the expiration of any such option). In the event that a non-employee
director's service as a director of the Company is terminated for any other
reason, all such options then held by the non-employee director will remain
exercisable for a period of three months thereafter to the extent exercisable
as of the date of termination (but in no event after the expiration of any
such option).
-5-
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 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
April 28, 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
SHARES BENEFICIALLY PERCENT OF
NAME OWNED(1) CLASS OWNED(2)
- ------------------------------------------------------ ------------------------------ ---------------------------
<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) 0.5%
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 935
12221 Merit Dr.
Dallas, TX 75251
</TABLE>
-6-
<PAGE>
<TABLE>
<S> <C> <C>
Richard J. Freeman................................... 7,665,110 (8) 30.5%
Century Capital Management
One Liberty Square
Boston, MA 02109
James B. Currie...................................... 4,093,382 (9) 16.3%
1200 Lakeside Drive
Bannocburn, IL 60015
W. Edward Tyler...................................... 4,093,382 (10) 16.3%
1200 Lakeside Drive
Bannocburn, IL 60015
Century Capital Partners, L. P....................... 7,665,110 (11) 30.5%
Century Capital Management
One Liberty Square
Boston, MA 02109
Moore North America, Inc............................. 4,093,382 16.3%
1200 Lakeside Drive
Bannocburn, IL 60015
Robert Boscamp....................................... 12,500 (12) *
7403 W. Boston
Chandler, AZ 85226
E. Stevens Hamilton.................................. 116,667 (13) 0.5%
5060 Shoreham Place, #300
San Diego, CA 92122
HCC Investments, Inc................................. 2,000,000 (14) 8.4%
All current directors and executive officers as a 57.4%
group (16 persons)................................... 11,723,533 (15)
</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
-7-
<PAGE>
(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 share 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.
(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
-8-
<PAGE>
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
Series A-1 Stock. HCC Investments, Inc. also has 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 April 28, 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>
- ------------------------------------
-9-
<PAGE>
(1) Unless listed in this table, no director or Designated Executive Officer
has any beneficial ownership of shares of Series A 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 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.
-10-
<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 April 28, 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 100,000 (3) 26.3%
group (16 persons)...................................
</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
-11-
<PAGE>
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.
-12-
<PAGE>
(5) SERIES A-2 PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series A-2 Preferred as of April 28, 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 300,000 (3) 100%
group (16 persons)...................................
</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.
-13-
<PAGE>
SERIES F PREFERRED
The following table sets forth information regarding the beneficial
ownership of the Company's Series F Preferred as of April 28, 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
NAME(1) OWNED(2) CLASS 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.
-14-
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
COMMON STOCK
On July 27, 1999, December 2, 1999 and December 16, 1999 the Company
issued 501,505, 250,000 and 198,495 shares respectively to Moore North
America in connection with the acquisition of certain assets of Moore
Corporation Limited and its subsidiary, Moore North America, Inc. known as
Moore Data Management Services. W. Edward Tyler and James B. Currie,
executive officers of Moore Corporation Limited, the parent company of Moore
North America became directors of the Company after the closing of the Moore
transaction.
SERIES A, A-1 AND A-2 CONVERTIBLE PREFERRED STOCK.
On September 3, 1999 the Company sold 102,564 shares of Series A
Convertible Preferred Stock to Century Capital Partners, L.P., a holder of
more than five percent of the Company's voting securities, for an aggregate
price of $5,000,000.
On December 14, 1999 the Company sold 300,000 shares of Series A-1
Convertible Preferred Stock to Century Capital Partners, L.P., a holder of
more than five percent of the Company's voting securities, for an aggregate
price of $7,500,000.
On December 14, 1999 the Company sold 100,000 shares of Series A-2
Convertible Preferred Stock to Century Capital Partners, L.P., a holder of
more than five percent of the Company's voting securities, for an aggregate
price of $2,500,000. Under the terms of the Stock Purchase Agreement, the
holder of Series A Preferred Stock did not have voting rights or rights to
convert the shares into shares of Common Stock. If the shares of Series A-2
Preferred Stock were not granted both conversion rights and voting rights by
March 31, 2002, the holder of Series A-2 Preferred Stock would, at its option
redeem for cash any portion after September 30, 2002. On April 14, 2000 a
majority of the Company's Common and Preferred Shareholders elected to grant
conversion and voting rights to the holder of Series A-2 Preferred Stock and,
accordingly, redemption rights have been eliminated for these shares.
On December 14, 1999 the Company issued a warrant to purchase 25,000
shares of Series A-2 Convertible Preferred Stock to Century Capital Partners,
L.P. for $25 per share.
Richard J. Freeman, a director of the company, is a Vice President of
Century Capital Partners, L.P. and has investment power with respect to the
shares held by Century Capital Partners, L.P.
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<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to the Company's Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
VISTA INFORMATION SOLUTIONS, INC.
(registrant)
Dated: April 28, 2000 By: /s/ Thomas R. Gay
---------------------------------
Thomas R. Gay
(Chief Executive Officer)
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