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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
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
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(Full title of the plan)
NEIL JOHNSON
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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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered(1) offering price per aggregate offering Registration Fee
share(2) price
-------------------------- ------------------ ------------------------- ------------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $0.5937 $593,700 $149.00
Par Value $0.001
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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 December 20, 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, 1999;
(2) The Company's Report on Form 8-K filed on January 3, 2000, as
amended on February 14, 2000;
(3) The Company's Quarterly Reports on Form 10-QSB for the periods
ended March 31, 2000; June 30, 2000; and September 30, 2000;
(4) The Company's Definitive Proxy Statement for the Special Meeting of
Stockholders held on April 14, 2000;
(5) The Company's Definitive Proxy Statement for the Annual Meeting of
Stockholders held on October 23, 2000;
(6) The Company's Report on Form 8-K filed on October 17, 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
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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 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
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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 Act and will be governed by the final adjudication of
such issue.
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 December 21, 2000.
VISTA Information Solutions, Inc.
By: /s/ THOMAS R. GAY
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Thomas R. Gay, Chairman
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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, Howard
Latham and Neil Johnson, 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 December 21, 2000.
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Signature Title
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<S> <C>
/s/ THOMAS R. GAY
-------------------------------------------- Chairman (Principal Executive Officer) and
Thomas R. Gay Director
/s/ NEIL A. JOHNSON
-------------------------------------------- Vice President, Chief Financial Officer
Neil A. Johnson (Principal Financial Officer)
/s/ JAY D. SEID
-------------------------------------------- Director
Jay D. Seid
/s/ ROBERT BOSCAMP
-------------------------------------------- Director
Robert Boscamp
/s/ JAMES B. CURRIE
-------------------------------------------- Director
James B. Currie
/s/ RICHARD J. FREEMAN
-------------------------------------------- Director
Richard J. Freeman
/s/ EARL GALLEGOS
-------------------------------------------- Director
Earl Gallegos
/s/ PATRICK A. RIVELLI
-------------------------------------------- Director
Patrick A. Rivelli
/s/ W. EDWARD TYLER
-------------------------------------------- Director
W. Edward Tyler
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EXHIBIT INDEX
EX. # DESCRIPTION LOCATION
<S> <C> <C>
4.1. Articles of Incorporation............................................................(1)
4.2. By-Laws of the Company...............................................................(2)
5.1. Opinion and Consent of Gray Cary Ware & Freidenrich LLP..............................(3)
23.1 Consent of Deloitte & Touche LLP.....................................................(3)
23.2 Consent of PricewaterhouseCoopers LLP................................................(3)
23.3. Consent of Gray Cary Ware & Freidenrich LLP (See Exhibit 5.1)........................(3)
24.1. Power of Attorney (See Signature Page)...............................................(3)
(1) Incorporated by reference to the exhibits filed with the Company's
Report on Form 10-QSB for the quarter ended September 30, 2000
(2) Incorporated by reference to the exhibits to the Company's Definitive
Proxy Statement on Form DEFS14A, filed February 17, 1998.
(3) Filed herewith.
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