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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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F.Y.I. INCORPORATED(R)
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7389 75-2560895
State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification Number)
organization)
ED H. BOWMAN, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
F.Y.I. INCORPORATED
3232 MCKINNEY AVENUE, SUITE 900 3232 MCKINNEY AVENUE, SUITE 900
DALLAS, TEXAS 75204 DALLAS, TEXAS 75204
(214) 953-7555 (214) 953-7555
(Address, including zip code, and telephone (Name, address, including zip code, and
number, including area code, of registrant's telephone number, including area code, of
principal executive offices) agent for service)
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Copy to:
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MARGOT T. LEBENBERG, ESQ. CHRISTOPHER T. JENSEN, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL MORGAN, LEWIS & BOCKIUS LLP
F.Y.I. INCORPORATED 101 PARK AVENUE
3232 MCKINNEY AVENUE, SUITE 900 NEW YORK, NEW YORK 10178
DALLAS, TEXAS 75204 (212) 309-6000
(214) 953-7555
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
[CAPTION]
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
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Common Stock, $.01 par
value....................... 592,915 $23.250(1) $13,785,274(1) $4,596
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended, and based on
the closing price of the Common Stock reported on the Nasdaq National Market
on September 11, 1997.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 1997
592,915 SHARES
F.Y.I. INCORPORATED(R)
COMMON STOCK
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This Prospectus covers 592,915 shares (the "Shares") of common stock, $.01
par value (the "Common Stock"), which may be offered and issued by certain
stockholders (the "Selling Stockholders") of F.Y.I. Incorporated (the "Company"
or "F.Y.I.") from time to time, directly or through one or more broker-dealers,
in one or more transactions. All of the Shares to be sold by any of the Selling
Stockholders were issued in connection with (i) the acquisition by the Company
of various businesses which were previously owned by selected Selling
Stockholders; or (ii) the initial capitalization of the Company.
The Selling Stockholders and any broker-dealer through whom any Shares are
offered and sold may be deemed to be underwriters within the meaning of the
Securities Act of 1933, as amended (the "Securities Act") in connection with
such offers and sales. The Company will receive none of the proceeds from any
such sales.
Selling Stockholders or pledges, donees, distributees, transferees or other
successors in interest, may sell the Shares being offered hereby from time to
time in transactions (which may involve crosses and block transactions) on the
Nasdaq National Market, at market prices prevailing at the time of the sale, at
negotiated prices or otherwise. Selling Stockholders may sell some or all of
such Shares in transactions involving broker-dealers, who may act solely as
agent and/or may acquire Shares as principal. Broker-dealers participating in
such transactions as agent may receive commissions from Selling Stockholders
(and, if they act as agent for the purchaser of any such Shares, from such
purchaser), such commissions computed in appropriate cases in accordance with
the applicable rules of the Nasdaq National Market, which commissions may be at
negotiated rates where permissible under such rules. Participating
broker-dealers may agree with Selling Stockholders to sell a specified number of
Shares at a stipulated price per share and, to the extent any such broker-dealer
is unable to do so acting as an agent for a Selling Stockholder, to purchase as
principal any unsold Shares at the price required to fulfill the broker-dealer's
commitment to such Selling Stockholder. In addition or alternatively, Shares may
be sold by Selling Stockholders and/or by or through other broker-dealers in
special offerings, exchange distributions or secondary distributions pursuant to
and in compliance with the governing rules of the Nasdaq National Market.
Broker-dealers who acquire Shares as principal may thereafter resell such Shares
from time to time in transactions (which may involve crosses and block
transactions and which may involve sales to or through other broker-dealers,
including transactions of the nature described in the preceding two sentences)
on the Nasdaq National Market, at market prices prevailing at the time of sale,
at negotiated prices or otherwise, and in connection with such resales may pay
to or receive commissions from the purchase of such Shares. Any commissions paid
or concessions allowed to any broker-dealer, and, if any broker-dealer purchases
such Shares as principal, any profits received on the resale of such Shares, may
be deemed to be underwriting discounts and commissions under the Securities Act.
All expenses of registration of the Shares which may be offered hereby
under the Securities Act will be paid by the Company (other than underwriting
discounts and selling commissions, and fees and expenses of advisors to any of
the Selling Stockholders). The Company may agree to indemnify any Selling
Stockholder as an underwriter under the Securities Act against certain
liabilities, including liabilities arising under the Securities Act. Any Selling
Stockholder may indemnify any broker-dealer that participates in transactions
involving sales of the Shares against certain liabilities, including liabilities
arising under the Securities Act.
As of September 8, 1997, the Company had 10,306,979 shares of Common Stock
outstanding. The Common Stock is traded on the Nasdaq National Market. On
September 11, 1997, the closing price of the Common Stock on the Nasdaq National
Market was $23.250 per share, as published in The Wall Street Journal on
September 12, 1997.
The Company is a Delaware corporation and all references herein to the
Company refer to the Company and its subsidiaries.
THE SHARES OFFERED HEREBY INVOKES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
COMMENCING ON PAGE 5 HEREOF.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1997
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AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza Building,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and its regional
offices located at 7 World Trade Center, 13th Floor, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661- 2511. Copies of such materials can be obtained from the Commission at
Judiciary Plaza, 450 Fifth Street, N.W. Washington, D.C. 20549, at prescribed
rates. The Commission maintains an Internet Web site that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission. The address of that site is
http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and such Common Stock, reference is made
to such Registration Statement and exhibits. A copy of the Registration
Statement on file with the Commission may be obtained from the Commission's
principal office in Washington, D.C. upon payment of the fees prescribed by the
Commission and through the Commission's Internet Web site.
The Company's Common Stock is traded on the Nasdaq National Market. Proxy
statements and other information concerning the Company can also be inspected at
the offices of the Nasdaq National Market, 1735 K Street, N.W., Washington D.C.
20006.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents of the Company (Commission File No. 0-27444) filed
with the Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 filed with the Commission on March 11, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 filed with the Commission on May 13, 1997;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997 filed with the Commission on August 8, 1997;
(d) The Company's Current Report on Form 8-K filed with the Commission
on April 9, 1997; and
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
December 22, 1995.
In addition, all reports and other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of effectiveness of the Registration Statement of which
this Prospectus is a part and prior to the termination of the offering made
hereby shall be deemed to be incorporated or deemed to be incorporated by
reference into this Prospectus. Any statement contained herein or incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any and all of the information that has been
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or may be incorporated by reference in this Prospectus (not including exhibits
to the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates). Written requests for such copies should be directed to F.Y.I.
Incorporated, 3232 McKinney Avenue, Suite 900, Dallas, Texas 75204, Attention:
Investor Relations. Telephone requests may be directed to the Secretary at (214)
953-7555.
THE COMPANY
F.Y.I. Incorporated was founded in September 1994 to create a national,
single-source provider of document management services to three primary client
segments: healthcare institutions, professional services firms and financial
institutions. The Company's primary strategy is to consolidate the highly
fragmented document management services industry through acquisitions. In
January 1996, F.Y.I. acquired, simultaneously with the closing of its initial
public offering (the "IPO"), seven document management services businesses (the
"Founding Companies"). Since the IPO and through December 31, 1996, the Company
acquired 18 additional companies (the "Subsequent Acquisitions"). Since December
31, 1996, the Company has acquired eight additional companies, for a total of 33
acquisitions since the Company's inception. In December 1996, the Company
completed a public offering of 2,783,000 shares of Common Stock (including
420,000 shares of Common Stock sold by selling stockholders) (the "December
Offering"). A portion of the proceeds from the December Offering were used to
repay the outstanding balance under the Credit Agreement, as amended (the "Line
of Credit"), to pay a portion of the consideration for acquisitions and to
retire indebtedness assumed in acquisitions. The remaining proceeds have been
and will be used for general corporate purposes, to include additional
acquisitions. As a result of the Subsequent Acquisitions combined with internal
growth, the Company's revenue has increased from $47.6 million for the year
ended December 31, 1995 to $75.7 million for the year ended December 31, 1996
($102.9 million on a pro forma basis, assuming all significant acquisitions were
completed on January 1, 1996). The Company intends to continue to pursue
strategic acquisitions in existing and new markets, cross-sell its full range of
services to its current customer base and expand the marketing of its services
to new customers.
An estimated four trillion documents are generated annually in the United
States. The Company's three targeted client segments generate large volumes of
documents and require specialized processing, distribution, storage and
retrieval of these documents and the information they contain. The Company
believes that these client segments will continue to increase their outsourcing
of document management services in order to maintain their focus on core
operating competencies and revenue generating activities, reduce fixed costs,
including labor and equipment costs, and gain access to new technologies without
incurring the expense and risk of near-term obsolescence of such technologies.
While the document management requirements of each target client segment
require unique and specialized services, the Company offers document management
services that are transferable across client segments, such as: (i) document and
data conversion services, including microfilm and microfiche services and
electronic imaging services; (ii) records management services, namely active
storage and maintenance of documents and files and archival storage of inactive
documents; and (iii) database management and related services, including data
entry, direct mail and fulfillment services. In addition, in order to
accommodate the document management needs of targeted client segments, the
Company also offers industry specific services, such as: (i) medical records
release services, namely processing requests for patients' medical records from
physicians, insurers, attorneys, healthcare institutions and individuals; (ii)
litigation support services including document coding, discovery assistance,
forensic analysis and trial support services to law firms, corporations and
regulated entities as well as subpoena of business and medical records; and
(iii) employee and investor services including plan administration and record
keeping, primarily for the limited partnership industry and employee direct
stock purchase plans. The Company also derives revenue from the sale of certain
micrographic and business imaging products.
The Company believes that there are significant opportunities to
consolidate the capabilities and resources of a number of existing document
management services businesses with the intent of providing clients with a
single-source document management solution. Accordingly, the Company is pursuing
a "fill-in-
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the-grid" strategy aimed at providing comprehensive document management services
based on the demands of the given geographical market. The Company has
implemented an aggressive, three-tiered acquisition program consisting of
"beachhead acquisitions" to enter additional targeted markets, "service
expansion acquisitions" to acquire additional service capabilities within such
markets and "tuck-in" acquisitions to gain market share. The Company believes
that it will continue to be an attractive acquiror of other document management
services companies due to its strategy of retaining selected owners and
management of acquired companies, its access to growth capital and its ability
to offer sellers cash for their business as well as an ongoing equity stake in
the Company.
The Company believes that the consolidation of document management services
businesses will provide it with a significant competitive advantage over
existing smaller competitors. As the Company gains critical mass in certain
geographic markets, it expects to be able to capitalize on its existing client
relationships, technical expertise, additional operating efficiencies, enhanced
marketing initiatives and national account programs to vertically integrate by
expanding the services offered to each of its client segments and horizontally
integrate by offering certain transferable services to a larger overall client
base.
The Company is a Delaware corporation. Its executive offices are located at
3232 McKinney Avenue, Suite 900, Dallas, Texas 75204, and its telephone number
is (214) 953-7555.
RECENT DEVELOPMENTS
Acquisition Activity. Since December 31, 1996, the Company has acquired the
following document management services businesses (the "Recent Acquisitions"):
(i) Acadian Consultants, Inc., a medical records release business in Louisiana;
(ii) Computer Central Corporation, a data entry business with facilities in
Missouri and Ohio; (iii) Deliverex of San Francisco, a medical records storage
business expanding the Company's presence in the Pacific Northwest; (iv) MAVRICC
Management Systems, Inc. and an affiliated company, which are leading providers
of plan administration, record keeping and investor services based in Detroit,
Michigan; (v) Input of Texas, Inc., a data capture business primarily serving
national business customers and based in Grand Prairie, Texas; (vi) Information
Management Corporation, a micrographics electronic imaging and release of
information business with locations in Green Bay, Madison and Milwaukee,
Wisconsin; (vii) Major Legal Services, a litigation support company
headquartered in San Francisco, California; and (viii) Quality Copy Service,
QCSInet, Inc. and affiliates, which are medical records release of information
businesses primarily serving hospitals and state disability departments and
headquartered in Miami, Florida with operations in Massachusetts, Michigan,
North Carolina, South Carolina, New York, Oregon, Colorado and Pennsylvania. The
aggregate consideration for the Recent Acquisitions consisted of approximately
$5,625,000 in cash and 1,538,000 shares of Common Stock.
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RISK FACTORS
An investment in the Company involves a significant degree of risk.
Prospective investors should consider carefully the following factors in
addition to other information included in this Prospectus before making an
investment in the Common Stock.
LIMITED OPERATING HISTORY; RISKS OF INTEGRATION; ABILITY TO MANAGE GROWTH
F.Y.I. was founded in September 1994 and conducted no operations prior to
the consummation of the IPO. F.Y.I. acquired the Founding Companies
simultaneously with the closing of the IPO and has acquired 26 additional
companies since that time (together with the Founding Companies, the "Operating
Companies"). Prior to their acquisition, these companies operated as separate
independent entities. Currently, the Company has a decentralized financial
reporting system and relies on the existing reporting systems of the Operating
Companies. The success of the Company will depend, in part, on the Company's
ability to integrate the operations of the Operating Companies, including
centralizing certain functions to achieve cost savings and developing programs
and processes that will promote cooperation and the sharing of opportunities and
resources. F.Y.I.'s management group has been assembled recently and had no
previous experience in the document management services industry. There can be
no assurance that the management group will effectively be able to oversee the
combined entity and implement the Company's operating or growth strategies.
Further, to the extent that the Company is able to implement fully its
acquisition strategy, the resulting growth of the Company will place significant
demands on management and on the Company's internal systems and controls. There
can be no assurance that the recently assembled management group will
effectively be able to direct the Company through a period of significant
growth. In addition, no assurance can be given that the Company's current
systems will be adequate for its future needs or that the Company will be
successful in implementing new systems.
A number of the Operating Companies offer different services, utilize
different capabilities and technologies and target different geographic markets
and client segments. While the Company believes that there are substantial
opportunities in integrating these businesses, these differences increase the
risk inherent in successfully completing such integration. Further, there can be
no assurance that the Company's strategy to establish a single source provider
for document management services will be successful, or that the Company's
target client segments will accept the Company as a provider of such services.
In addition, there can be no assurance that the operating results of the Company
will match or exceed the combined individual operating results achieved by the
Operating Companies prior to their acquisition.
ACQUISITION STRATEGY
The Company's primary growth strategy is the acquisition of additional
document management services businesses that will complement its existing
businesses. There can be no assurance that the Company will continue to be able
to identify or reach mutually agreeable terms with acquisition candidates and
their owners, or that the Company will be able to profitably manage additional
businesses or successfully integrate such additional businesses into the Company
without substantial costs, delays or other problems. Acquisitions may involve a
number of special risks including: (i) adverse short-term effects on the
Company's reported operating results; (ii) diversion of management's attention;
(iii) dependence on retention, hiring and training of key personnel; (iv) risks
associated with unanticipated problems or legal liabilities; and (v)
amortization of acquired intangible assets. Some or all of these risks could
have a material adverse effect on the Company's operations and financial
performance. In addition, to the extent that consolidation becomes more
prevalent in the industry, the prices for attractive acquisition candidates may
be bid up to higher levels. In any event, there can be no assurance that
businesses acquired in the future will achieve sales and profitability that
justify the investment therein.
The Company is regularly in discussions with additional acquisition
candidates and may from time to time enter into letters of intent with respect
to the acquisition of such businesses. No assurance can be given, however, that
the Company will acquire any additional businesses.
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NEED FOR ADDITIONAL FINANCING TO CONTINUE ACQUISITION STRATEGY
The Company currently intends to finance future acquisitions by using cash
and its Common Stock for all or a portion of the consideration to be paid. A
prior shelf registration statement filed by the Company with the Commission
relates to the offering of shares of Common Stock to be used as consideration
for acquisitions by the Company, of which approximately 2,081,061 shares
remained available under such prior shelf registration statement as of September
12, 1997. In the event that the Company's Common Stock does not maintain
sufficient value, or potential acquisition candidates are unwilling to accept
the Company's Common Stock as consideration for the sale of their businesses,
the Company may be required to utilize more of its cash resources, if available,
in order to continue its acquisition program. If the Company does not have
sufficient cash resources, its growth could be limited unless it is able to
obtain capital through additional debt or equity financings. In December 1996,
the Company completed the December Offering. A portion of the proceeds from the
December Offering were used to repay the outstanding balance under the Line of
Credit, to pay a portion of the consideration for acquisitions and to retire
indebtedness assumed in acquisitions. Under the Line of Credit, the Company and
its subsidiaries initially could borrow, on a revolving credit basis, loans in
an aggregate outstanding principal amount of $5.0 million for working capital
and general corporate purposes and term loans in an aggregate principal amount
of $30.0 million for acquisitions, subject to certain restrictions in the Line
of Credit. As of September 12, 1997, the availability under the Line of Credit
was $5.0 million for working capital and $8.8 million for acquisitions. There
can be no assurance, however, that funds available under the Line of Credit will
be sufficient for the Company's needs.
EFFECT OF POTENTIAL FLUCTUATIONS IN OPERATING RESULTS ON PRICE OF COMMON STOCK;
VOLATILITY OF STOCK PRICE
Results for any quarter are not necessarily indicative of the results that
the Company may achieve for any subsequent quarter or a full fiscal year.
Quarterly results may vary materially as a result of the timing and structure of
acquisitions, the timing and magnitude of costs related to such acquisitions,
the gain or loss of material client relationships and variations in the prices
charged by the Company for the services it provides. In addition, since a
significant portion of the Company's revenue is generated on a
project-by-project basis, the timing or completion of material projects could
result in fluctuations in the Company's results of operations for particular
quarterly periods. Such fluctuations in operating results may adversely affect
the market price of the Common Stock. The market price for the Company's shares
may also fluctuate in response to material announcements by the Company or
significant clients or competitors of the Company, changes in the economic or
other conditions impacting the Company's targeted client segments or changes in
general economic conditions. Further, the securities markets have experienced
significant price and volume fluctuations from time to time that have often been
unrelated or disproportionate to the operating performance of particular
companies. These broad fluctuations may adversely affect the market price of the
Common Stock.
DEPENDENCE ON CERTAIN CLIENT SEGMENTS AND TECHNOLOGY
The Company derives its revenue primarily from its three targeted client
segments: healthcare institutions, professional services firms and financial
institutions. Fundamental changes in the business practices of any of these
client segments, whether due to regulatory, technological or other developments,
could cause a material reduction in demand by such clients for the services
offered by the Company. Any such reduction in demand would have a material
adverse effect on the results of operations of the Company. The document
management services industry is characterized by technological change, evolving
customer needs and emerging technical standards. Although the Company believes
that it will be able to continue to offer services based on the newest
technologies, there can be no assurance that the Company will be able to obtain
the rights to use any such technologies, that it will be able to effectively
implement such technologies on a cost-effective or timely basis or that such
technologies will not render obsolete the Company's role as a third-party
provider of document management services.
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COMPETITION
The document management services businesses in which the Company competes
and expects to compete are highly competitive. A significant source of
competition is the in-house document handling capability of the Company's
targeted client base. There can be no assurance that these businesses will
outsource more of their document management needs or that such businesses will
not bring in house services that they currently outsource. In addition, certain
of the Company's competitors are larger businesses and have greater financial
resources than the Company. Certain of these competitors operate in broader
geographic areas than the Company, and others may choose to enter the Company's
areas of operation in the future. The Company intends to enter new geographic
areas through internal growth and acquisitions and expects to encounter
significant competition from established competitors in each of such new areas.
As a result of this highly competitive environment, the Company may lose clients
or have difficulty in acquiring new clients and new companies, which would
adversely affect the Company's results of operations.
RELIANCE ON KEY PERSONNEL
The Company's operations are dependent on the continued efforts of its
executive officers and on senior management of the Operating Companies.
Furthermore, the Company will likely depend on the senior management of
businesses acquired in the future. If any of these people is unable or unwilling
to continue in his or her present role, or if the Company is unable to attract
and retain other skilled employees, the Company's business could be adversely
affected. The Company does not currently have key person life insurance covering
any of its executive officers or other members of senior management.
POTENTIAL LIABILITY FOR BREACH OF CONFIDENTIALITY
A substantial portion of the Company's business involves the handling of
documents containing confidential and other sensitive information. Although the
Company has established procedures intended to prevent any unauthorized
disclosure of confidential information and, in some cases, has contractually
limited its potential liability for unauthorized disclosure of such information,
there can be no assurance that unauthorized disclosures will not result in
material liability to the Company.
CONTROL BY MANAGEMENT
As of September 8, 1997, the directors and executive officers of the
Company beneficially owned approximately 20.9% of the outstanding shares of
Common Stock and exercise substantial control over the Company's affairs. These
stockholders, if acting together, would likely be able to elect a sufficient
number of directors to control the Board of Directors and to approve or
disapprove any matter submitted to a vote of stockholders.
POTENTIAL EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE ON PRICE OF COMMON STOCK
The market price of the Common Stock could be adversely affected by the
sale or availability for sale of substantial amounts of Common Stock in the
public market. As of September 8, 1997, there were 10,306,979 shares of Common
Stock outstanding. The 2,783,000 shares sold by the Company and certain selling
stockholders in the December Offering, and the 2,185,000 shares sold in the IPO,
are freely tradable without restriction unless acquired by affiliates of the
Company. Of such 10,306,979 shares, 3,284,513 shares, have not been registered
under the Securities Act, which means that they may be resold publicly only upon
registration under the Securities Act or in compliance with an exemption from
the registration requirements of the Securities Act, including the exemption
provided by Rule 144 under the Securities Act.
In addition, the former owners of the Founding Companies and the initial
stockholders of the Company originally have agreed with the Company that they
will not sell any of their shares for a period of two years after January 26,
1996 (other than certain sales registered under the Securities Act and a limited
ability to pledge such shares as collateral or contribute up to 10% to a family
charitable trust). However, such contractual restriction shall be removed upon
the effectiveness of this Registration Statement.
7
<PAGE> 9
The Company issued 1,500,238 shares of Common Stock as partial
consideration for acquisitions completed since the IPO. Such 1,500,238 shares
were registered under the Company's prior shelf registration statement and are
freely tradable (except for 36,670 shares held by a wholly-owned subsidiary of
the Company) unless acquired by parties to the acquisition or affiliates of such
parties, other than the issuer, in which case they may be sold pursuant to Rule
145 under the Securities Act. In addition, these shares are subject to
contractual restrictions on resale which generally expire two years from the
date of issuance; however, 129,177 shares which were registered under the
Company's shelf registration statement are being registered on this Registration
Statement. The Company issued 1,083,636 shares of Common Stock which were
unregistered in certain acquisitions accounted for under the
pooling-of-interests method of accounting. Holders of up to 49% (or 530,982
shares of Common Stock) of such unregistered shares of Common Stock have the
right to register such shares under this Registration Statement; however holders
of only 214,782 of such shares elected to have such shares registered under this
Registration Statement.
The Company has an aggressive acquisition program under which it has
completed, and expects to continue to consummate, acquisitions that meet the
requirements of the pooling-of-interests method of accounting. Under the
pooling-of-interests method of accounting, the affiliates of the acquired
companies, which are generally all of the stockholders of the companies acquired
by the Company, must be free to sell or otherwise transfer shares of the Common
Stock received in the acquisition, subject to their compliance with federal
securities laws, as soon as the Company releases results of operations that
reflect the combined operations of the Company and the acquired company for a
minimum of 30 days. If a significant number of shares of Common Stock are issued
in acquisitions that are consummated in close proximity to each other, such
shares will become freely tradable at the same time. If a large number of shares
are sold by stockholders in the market as soon as their shares became freely
transferable, the price of the Common Stock could be adversely affected.
The Company has reserved for issuance under the Company's 1995 Stock Option
Plan, as amended (the "Plan"), an aggregate of 650,000 shares of Common Stock,
or 15% of the aggregate number of shares of the Common Stock outstanding,
whichever is greater. The Company has registered the shares issuable upon
exercise of options granted under the Plan, and such shares will be eligible for
resale in the public market. As of August 29, 1997, the Company had options to
purchase approximately 1,127,000 shares of Common Stock outstanding under the
Plan.
EFFECT OF CERTAIN CHARTER PROVISIONS
The Board of Directors of the Company is empowered to issue preferred stock
without stockholder action. The existence of this "blank-check" preferred could
render more difficult or discourage an attempt to obtain control of the Company
by means of a tender offer, merger, proxy contest or otherwise. See "Description
of Capital Stock."
RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements such as the
Company's or management's intentions, hopes, beliefs, expectations, strategies,
predictions, or any other variation thereof or comparable phraseology of the
Company's future activities or other future events or conditions within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act
which are intended to be covered by the safe harbors created thereby. Investors
are cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the sufficiency of the Company's working capital
and the ability of the Company to realize benefits from consolidating certain
general and administrative functions, to continue its aggressive acquisition
program, to retain management, to implement its focused business strategy to
expand its document management services geographically, to retain customers or
attract customers from other businesses, to increase revenue by cross-selling
services and to successfully defend itself in ongoing and future litigation.
Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and, therefore, there can be no assurance that
the forward-looking statements included in this Prospectus will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such
8
<PAGE> 10
information should not be regarded as a representation by the Company or any
other person that the objectives and plans of the Company will be achieved.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common Stock
offered hereby.
SELLING STOCKHOLDERS
The following table sets forth information with respect to the Selling
Stockholders including: (i) the number and approximate percentage of shares
beneficially owned as of September 8, 1997; (ii) the number of Shares registered
for sale; and (iii) the number and approximate percentage of shares to be owned
after the completion of this Offering. The address of each person listed below
is c/o F.Y.I. Incorporated, 3232 McKinney Avenue, Suite 900, Dallas, Texas
75204. All persons listed have sole voting and investment power with respect to
their shares unless otherwise indicated.
<TABLE>
<CAPTION>
COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
OWNED PRIOR OWNED
TO OFFERING AFTER OFFERING
----------------- NUMBER OF SHARES -----------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
---- ------- ------- ---------------- ------- -------
<S> <C> <C> <C> <C> <C>
Gregory R. Melanson -- Director........... 459,260 4.5% 80,000 379,260 3.7%
Kyle C. Kerbawy -- Director............... 410,000 4.0% 90,000 320,000 3.1%
Craig F. Moncher.......................... 410,000 4.0% 90,000 320,000 3.1%
Jonathan B. Shaw -- Director.............. 230,198 2.2% 15,000 215,198 2.1%
R. M. Ames................................ 210,909 2.0% 21,600 189,309 1.8%
Charles J. Bauer, Jr...................... 183,333 1.8% 36,000 147,333 1.4%
Alan D. Simon............................. 158,586 1.5% 20,000 138,586 1.3%
Michael P. Wickman........................ 97,242 * 19,000 78,242 *
David L. Delgado.......................... 80,229 * 16,045 64,184 *
Kent Lee Patterson........................ 60,536 * 5,000 55,536 *
Brian E. Whiteside........................ 63,628 * 12,000 51,628 *
Neil Dean Patterson....................... 52,015 * 2,000 50,015 *
Ronald A. Rust............................ 55,000 * 5,000 50,000 *
G. Michael Bellenghi -- Director.......... 62,996 * 12,996 50,000 *
Michael J. Bradley(1) -- Director......... 62,030 * 13,697 48,333 *
Gerald E. Pierson......................... 63,246 * 15,000 48,246 *
Max T. Bly................................ 52,727 * 13,182 39,545 *
Roger Mansfield........................... 54,512 * 15,000 39,512 *
Christopher R. Yowell..................... 40,114 * 8,022 32,092 *
John Brown................................ 41,605 * 10,000 31,605 *
Rebecca D. Homan.......................... 33,943 * 6,700 27,243 *
K. Jill Simon............................. 19,465 * 3,000 16,465 *
Lou Rovens................................ 18,955 * 3,410 15,545 *
William M. DeArman........................ 21,703 * 10,703 11,000 *
Robert Tessler............................ 60,461 * 50,461 10,000 *
Jack B. Dane.............................. 7,681 * 2,000 5,681 *
Fairfield Management, LLC................. 17,099 * 17,099 0 *
</TABLE>
- ---------------
* Represents less than 1%.
(1) Does not include 6,667 shares which may be acquired upon the exercise of
options not exercisable within 60 days.
9
<PAGE> 11
The Company has agreed to use its best efforts to keep this Registration
Statement effective generally for a period of six months.
PLAN OF DISTRIBUTION
The shares of Common Stock registered hereunder and owned by the Selling
Stockholders may be offered and sold by means of this Prospectus from time to
time as market conditions permit in the over-the-counter market, or otherwise at
prices and terms then prevailing or at prices related to the then-current market
price, or in negotiated transactions. These shares may be sold by one or more of
the following methods, without limitation: (a) a block trade in which a broker
or dealer so engaged will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
(b) a purchase by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) ordinary brokerage
transactions and transactions in which the broker solicits a purchase; and (d)
face-to-face transactions between sellers and purchasers without a broker or
dealer. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Such
brokers or dealers may receive commissions or discounts from Selling
Stockholders in amounts to be negotiated.
The Selling Stockholders and any brokers or dealers who act in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of 2(11) of the Securities Act, and any commissions received by them
or any profit on any resale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. The Company may
agree to indemnify the Selling Stockholders and may agree to indemnify any such
broker or dealer who may be deemed to be an underwriter against certain
liabilities, including liabilities under the Securities Act as an underwriter or
otherwise.
The Company has advised the Selling Stockholders that, during such time as
they may be engaged in a distribution of the shares of Common Stock included
herein, they must comply with the applicable provisions of Regulation M under
the Exchange Act, as amended ("Regulation M"), and, in connection therewith, the
Selling Stockholders may not agree in any stabilization activity in connection
with any securities of the Company, that they must furnish copies of this
Prospectus to each broker-dealer through which the shares of Common Stock
included herein may be offered, and that they may not bid for or purchase any
securities of the Company or attempt to induce any person to purchase any
securities of the Company except as permitted under Regulation M. The Selling
Stockholders have also agreed to inform the Company and broker-dealers through
whom sales may be made hereunder when the distribution of the shares is
completed.
Rules 102 and 103 under Regulation M prohibit participants in a
distribution from bidding for or purchasing for any account in which the
participant has a beneficial interest any of the of the securities that are the
subject of the distribution.
Rule 104 under Regulation M governs bids and purchases made to stabilize
the price of a security in connection with a distribution of the security.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered by this
Prospectus has been passed upon for the Company by Morgan, Lewis & Bockius LLP,
New York, New York.
10
<PAGE> 12
EXPERTS
The audited consolidated financial statements for the years ended December
31, 1995 and 1996 incorporated by reference in this Prospectus and elsewhere in
this Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report. The audited
financial statements of Imagent Corporation and Related Company; Melanson and
Associates, Inc. and Related Company; C. & T. Management Services, Inc. and
Related Company; Leonard Archives, Inc.; Deliverex, Incorporated and Subsidiary
and Related Company; and Permanent Records, Inc. for the three years ended
December 31, 1995, or the applicable fiscal year-ends, incorporated by reference
in this Prospectus and elsewhere in the Registration Statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports. The audited Combined Financial Statements of the Founding Companies for
the one month ended January 31, 1996 and the three years ended December 31, 1995
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report. In this report, Arthur Andersen LLP
states that with respect to Recordex Services, Inc., as of and for the two years
in the period ended December 31, 1994, its opinion is based on the report of
other independent public accountants, namely Elko, Fischer, McCabe & Rudman,
Ltd. The audited financial statements for Recordex Services, Inc. for the year
ended December 31, 1995 incorporated by reference in this Prospectus and
elsewhere in the Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report. The audited
financial statements for Recordex Services, Inc. for the two years ended
December 31, 1994 incorporated by reference in this Prospectus and elsewhere in
the Registration Statement have been audited by Elko, Fischer, McCabe & Rudman,
Ltd., independent public accountants, as indicated in their report. These
financial statements are incorporated by reference herein in reliance upon the
authority of said firms as experts in giving said reports.
No dealer, representative or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus, and if given or made, such information or representations must
not be relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that the information contained herein is
correct as of any date subsequent to the date hereof. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
offered hereby by anyone in any jurisdiction in which such offer or solicitation
is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
11
<PAGE> 13
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information....................................... 2
Incorporation of Certain Information by Reference........... 2
The Company................................................. 3
Recent Developments......................................... 4
Risk Factors................................................ 5
Use of Proceeds............................................. 9
Selling Stockholders........................................ 9
Plan of Distribution........................................ 10
Legal Matters............................................... 10
Experts..................................................... 11
</TABLE>
12
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be incurred in connection with the distribution
of the Common Stock covered by this Registration Statement, all which will be
paid by the Company, are as follows:
<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 4,730
Printing and Engraving Costs................................ 5,000
Legal Fees and Expenses..................................... 5,000
Accounting Fees and Expenses................................ 5,000
Miscellaneous............................................... 20,000
-------
Total............................................. $39,730
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated By-Laws provide that the Company shall,
to the fullest extent permitted by Section 145 of the General Corporation Law of
the State of Delaware, as amended from time to time, indemnify all persons whom
it may indemnify pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware permits
a corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not apposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article Six of the Company's Amended and Restated Certificate of
Incorporation provides that the Company's directors will not be personally
liable to the Company or its stockholders for monetary damages resulting from
breaches of their fiduciary duty as directors except (a) for any breach of the
duty of loyalty to the Company or its stockholders, (b) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (c) under Section 174 of the General Corporation Law of the State of
Delaware, which makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions or (d) for transactions from which directors derive
improper personal benefit.
In accordance with Delaware law, the Company has entered into
indemnification agreements with its directors pursuant to which it has agreed to
pay certain expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement, incurred by such directors in connection with certain
actions, suits or proceedings. These agreements require directors to repay the
amount of any expenses advanced if it shall be determined that they shall not
have been entitled to indemnification.
II-1
<PAGE> 15
The Company maintains liability insurance for the benefit of its directors
and officers.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.1 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among F.Y.I. Incorporated, Deliverex,
Incorporated, ASK Record Management, Inc., Deliverex
Acquisition Corp., and the Stockholders named therein
(Incorporated by reference to Exhibit 2.1 to Amendment
No. 1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-98608) effective January 12,
1996)
2.2 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among F.Y.I. Incorporated, C. & T
Management Services, Inc., Qualidata, Inc., DPAS
Acquisition Corp., and the Stockholders named therein
(Incorporated by reference to Exhibit 2.2 to Amendment
No. 1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-98608) effective January 12,
1996)
2.3 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among F.Y.I. Incorporated, Melanson &
Associates, Inc., Bay Area Micrographics, Researchers
Acquisition Corp., and the Stockholders named therein
(Incorporated by reference to Exhibit 2.3 to Amendment
No. 1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-98608) effective January 12,
1996)
2.4 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among F.Y.I. Incorporated, Paragon
Management Group, Inc., Recordex Acquisition Corp.,
Recordex Services, Inc. and the Stockholders named
therein (Incorporated by reference to Exhibit 2.4 to
Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-98608)
effective January 12, 1996)
2.5 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among F.Y.I. Incorporated, Permanent
Records Inc., Permanent Records Acquisition Corp., and
the Stockholders named therein (Incorporated by reference
to Exhibit 2.5 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-98608) effective January 12, 1996)
2.6 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among F.Y.I. Incorporated, Leonard
Archives Inc., Leonard Acquisition Corp. and the
Stockholders named therein (Incorporated by reference to
Exhibit 2.6 to Amendment No. 1 to the Registrant's
Registration Statement on form S-1 (Registration No.
33-98608) effective January 12, 1996)
2.7 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among Imagent Corporation, Imagent
Acquisition Corp. and the Stockholders named therein
(Incorporated by reference to Exhibit 2.7 to Amendment
No. 1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-98608) effective January 12,
1996)
2.8 -- Agreement and Plan of Reorganization dated as of October
25, 1995, by and among Mobile Information Services
Corporation, Inc., Imagent Acquisition Corp. and the
Stockholders named therein (Incorporated by reference to
Exhibit 2.8 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-98608) effective January 12, 1996)
2.9 -- First Amendment to Agreement and Plan of Reorganization,
dated as of October 25, 1995, by and among F.Y.I.
Incorporated, Leonard Archives Inc., Leonard Acquisition
Corp. and the Stockholders named therein (Incorporated by
reference to Exhibit 2.9 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1
(Registration No. 33-98608) effective January 12, 1996)
</TABLE>
II-2
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.10 -- First Amendment to Agreement and Plan of Reorganization,
dated as of November 14, 1995, by and among F.Y.I.
Incorporated, C. & T. Management Services, Inc.,
Qualidata, Inc., DPAS Acquisition Corp., and the
Stockholders named therein (Incorporated by reference to
Exhibit 2.10 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-98608) effective January 12, 1996)
2.11 -- Agreement and Plan of Reorganization, dated as of May 31,
1996, by and among F.Y.I. Incorporated, B&B
(Baltimore-Washington) Acquisition Corp., B&B Information
and Image Management, Inc. and Charles J. Bauer, Jr.
(Incorporated by reference to Exhibit 10.17 to
Post-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-1084) effective July 11, 1996)
2.12 -- Agreement and Plan of Reorganization, dated as of May 31,
1996, by and among F.Y.I. Incorporated, Premier
Acquisition Corp., Premier Document Management, Inc., PDM
Services, Inc., Brian E. Whiteside, Christopher S. Moore,
Lynnette C. Pomerville and Gary T. Sievert (Incorporated
by reference to Exhibit 10.18 to Post-Effective Amendment
No. 2 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-1084) effective July 11, 1996)
2.13 -- Asset Purchase Agreement, dated as of June 28, 1996, by
and among F.Y.I. Incorporated, Robert A. Cook Acquisition
Corp., Robert A. Cook and Staff, Inc. and RAC Services,
Inc., Robert A. Cook and Robert A. Cook and Anna M. Cook,
as Co-Trustees of the Cook 1993 Living Trust
(Incorporated by reference to Exhibit 10.19 to
Post-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-1084) effective July 11, 1996)
2.14 -- Agreement and Plan of Reorganization, dated as of August
30, 1996, by and among F.Y.I. Incorporated, California
Medical Record Service Acquisition Corp., C.M.R.S.
Incorporated and Alan Simon (Incorporated by reference to
Exhibit 2.14 to Post-Effective Amendment No. 3 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-1084) effective September 11, 1996)
2.15 -- Agreement and Plan of Reorganization, dated as of August
30, 1996, by and among F.Y.I. Incorporated, Texas Medical
Record Service Acquisition Corp., Texas Medical Record
Service, Inc., California Medical Record Service
Acquisition Corp. and Karen Jill Simon (Incorporated by
reference to Exhibit 2.15 to Post-Effective Amendment No.
3 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-1084) effective September 11, 1996)
2.16 -- Agreement and Plan of Reorganization, dated as of August
30, 1996, by and among F.Y.I. Incorporated, Minnesota
Medical Record Service Acquisition Corp., Minnesota
Medical Record Service, Inc. and Alan Simon (Incorporated
by reference to Exhibit 2.16 to Post-Effective Amendment
No. 3 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-1084) effective September 11,
1996)
2.17 -- Agreement and Plan of Reorganization, dated as of August
30, 1996, by and among F.Y.I. Incorporated, ZIA
Acquisition Corp., ZIA Information Analysis Group, Inc.
and the shareholders named therein (Incorporated by
reference to Exhibit 2.17 to Post-Effective Amendment No.
3 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-1084) effective September 11, 1996)
2.18 -- Agreement and Plan of Reorganization, dated as of March
27, 1997, by and among F.Y.I. Incorporated, MAVRICC
Acquisition Corp., MAVRICC Management Systems, Inc.,
F.Y.I. Incorporated, Craig F. Moncher and Kyle C. Kerbawy
(Incorporated by reference to Exhibit 2.18 to the
Registrant's Current Report on Form 8-K filed on April 9,
1997)
</TABLE>
II-3
<PAGE> 17
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.19 -- Agreement and Plan or Reorganization, dated as of March
27, 1997, by and among F.Y.I. Incorporated, MMS Escrow
Acquisition Corp., MMS Escrow and Transfer Agency, Inc.,
Craig F. Moncher and Kyle C. Kerbawy (Incorporated by
reference to Exhibit 2.19 to the Registrant's Current
Report on Form 8-K filed on April 9, 1997)
3.1 -- Amended and Restated Certificate of Incorporation of
F.Y.I. Incorporated (Incorporated by reference to Exhibit
3.1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-98608) effective January 12,
1996)
3.2 -- Amended and Restated By-Laws of F.Y.I. Incorporated
(Incorporated by reference to Exhibit 3.2 to the
Registrant's Form 10-Q Filed on August 8, 1997)
4 -- Form of certificate evidencing ownership of Common Stock
of F.Y.I. Incorporated (Incorporated by reference to
Exhibit 4.2 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-98608) effective January 12, 1996)
5 -- Opinion of Morgan, Lewis & Bockius LLP
21 -- List of Subsidiaries of F.Y.I. Incorporated
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Elko, Fischer, McCabe & Rudman, Ltd.
23.3 -- Consent of Morgan, Lewis & Bockius LLP (contained in
Exhibit 5)
24 -- Power of Attorney (included with the signature page
hereof)
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which any 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 aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent 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 other material change to such information in the registration
statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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 being offered
therein and the offering of such securities at the time may be deemed to be
the initial bona fide offering thereof.
II-4
<PAGE> 18
(3) To remove from registration by means of a post-effective amendment
any of the securities which are being registered which remain unsold at the
termination of the offering.
(4) 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 Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934; and where interim
financial information required to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver, or caused to be
delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed by
the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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
Company 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-5
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, Texas, on
September 15, 1997.
Date: September 15, 1997
F.Y.I. INCORPORATED
By: /s/ ED H. BOWMAN, JR.
----------------------------------
Ed H. Bowman, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Ed H. Bowman, Jr.
and Margot T. Lebenberg, and both of them, either of whom may act without the
joinder of the other, as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any other
registration statement for the same offering filed pursuant to Rule 462 under
the Securities Act of 1933, and to file the same, with all exhibits thereto and
all other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing appropriate or necessary to be done, as fully and
for all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date or dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
<C> <S> <C>
/s/ ED H. BOWMAN, JR. Director, President and September 15, 1997
- ----------------------------------------------------- Chief Executive Officer
Ed H. Bowman, Jr. (Principal Executive
Officer)
/s/ DAVID LOWENSTEIN Director, Executive Vice September 15, 1997
- ----------------------------------------------------- President and Chief
David Lowenstein Financial Officer
(Principal Financial
Officer)
/s/ TIMOTHY J. BARKER Vice President and Chief September 15, 1997
- ----------------------------------------------------- Accounting Officer
Timothy J. Barker (Principal Accounting
Officer)
/s/ THOMAS C. WALKER Director September 15, 1997
- -----------------------------------------------------
Thomas C. Walker
/s/ DONALD F. MOOREHEAD, JR. Director September 15, 1997
- -----------------------------------------------------
Donald F. Moorehead, Jr.
/s/ GREGORY R. MELANSON Director September 15, 1997
- -----------------------------------------------------
Gregory R. Melanson
</TABLE>
II-6
<PAGE> 20
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
<C> <S> <C>
/s/ G. MICHAEL BELLENGHI Director September 15, 1997
- -----------------------------------------------------
G. Michael Bellenghi
/s/ JERRY F. LEONARD, JR. Director September 15, 1997
- -----------------------------------------------------
Jerry F. Leonard, Jr.
/s/ JONATHAN B. SHAW Director September 15, 1997
- -----------------------------------------------------
Jonathan B. Shaw
/s/ MICHAEL J. BRADLEY Director September 15, 1997
- -----------------------------------------------------
Michael J. Bradley
/s/ HON. EDWARD M. ROWELL Director September 15, 1997
- -----------------------------------------------------
Hon. Edward M. Rowell
/s/ KYLE C. KERBAWY Director September 15, 1997
- -----------------------------------------------------
Kyle C. Kerbawy
</TABLE>
II-7
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.1 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among F.Y.I. Incorporated, Deliverex,
Incorporated, ASK Record Management, Inc., Deliverex
Acquisition Corp., and the Stockholders named therein
(Incorporated by reference to Exhibit 2.1 to Amendment
No. 1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-98608) effective January 12,
1996)
2.2 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among F.Y.I. Incorporated, C. & T
Management Services, Inc., Qualidata, Inc., DPAS
Acquisition Corp., and the Stockholders named therein
(Incorporated by reference to Exhibit 2.2 to Amendment
No. 1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-98608) effective January 12,
1996)
2.3 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among F.Y.I. Incorporated, Melanson &
Associates, Inc., Bay Area Micrographics, Researchers
Acquisition Corp., and the Stockholders named therein
(Incorporated by reference to Exhibit 2.3 to Amendment
No. 1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-98608) effective January 12,
1996)
2.4 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among F.Y.I. Incorporated, Paragon
Management Group, Inc., Recordex Acquisition Corp.,
Recordex Services, Inc. and the Stockholders named
therein (Incorporated by reference to Exhibit 2.4 to
Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-98608)
effective January 12, 1996)
2.5 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among F.Y.I. Incorporated, Permanent
Records Inc., Permanent Records Acquisition Corp., and
the Stockholders named therein (Incorporated by reference
to Exhibit 2.5 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-98608) effective January 12, 1996)
2.6 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among F.Y.I. Incorporated, Leonard
Archives Inc., Leonard Acquisition Corp. and the
Stockholders named therein (Incorporated by reference to
Exhibit 2.6 to Amendment No. 1 to the Registrant's
Registration Statement on form S-1 (Registration No.
33-98608) effective January 12, 1996)
2.7 -- Agreement and Plan of Reorganization, dated as of October
25, 1995, by and among Imagent Corporation, Imagent
Acquisition Corp. and the Stockholders named therein
(Incorporated by reference to Exhibit 2.7 to Amendment
No. 1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-98608) effective January 12,
1996)
2.8 -- Agreement and Plan of Reorganization dated as of October
25, 1995, by and among Mobile Information Services
Corporation, Inc., Imagent Acquisition Corp. and the
Stockholders named therein (Incorporated by reference to
Exhibit 2.8 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-98608) effective January 12, 1996)
2.9 -- First Amendment to Agreement and Plan of Reorganization,
dated as of October 25, 1995, by and among F.Y.I.
Incorporated, Leonard Archives Inc., Leonard Acquisition
Corp. and the Stockholders named therein (Incorporated by
reference to Exhibit 2.9 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1
(Registration No. 33-98608) effective January 12, 1996)
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.10 -- First Amendment to Agreement and Plan of Reorganization,
dated as of November 14, 1995, by and among F.Y.I.
Incorporated, C. & T. Management Services, Inc.,
Qualidata, Inc., DPAS Acquisition Corp., and the
Stockholders named therein (Incorporated by reference to
Exhibit 2.10 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-98608) effective January 12, 1996)
2.11 -- Agreement and Plan of Reorganization, dated as of May 31,
1996, by and among F.Y.I. Incorporated, B&B
(Baltimore-Washington) Acquisition Corp., B&B Information
and Image Management, Inc. and Charles J. Bauer, Jr.
(Incorporated by reference to Exhibit 10.17 to
Post-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-1084) effective July 11, 1996)
2.12 -- Agreement and Plan of Reorganization, dated as of May 31,
1996, by and among F.Y.I. Incorporated, Premier
Acquisition Corp., Premier Document Management, Inc., PDM
Services, Inc., Brian E. Whiteside, Christopher S. Moore,
Lynnette C. Pomerville and Gary T. Sievert (Incorporated
by reference to Exhibit 10.18 to Post-Effective Amendment
No. 2 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-1084) effective July 11, 1996)
2.13 -- Asset Purchase Agreement, dated as of June 28, 1996, by
and among F.Y.I. Incorporated, Robert A. Cook Acquisition
Corp., Robert A. Cook and Staff, Inc. and RAC Services,
Inc., Robert A. Cook and Robert A. Cook and Anna M. Cook,
as Co-Trustees of the Cook 1993 Living Trust
(Incorporated by reference to Exhibit 10.19 to
Post-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-1084) effective July 11, 1996)
2.14 -- Agreement and Plan of Reorganization, dated as of August
30, 1996, by and among F.Y.I. Incorporated, California
Medical Record Service Acquisition Corp., C.M.R.S.
Incorporated and Alan Simon (Incorporated by reference to
Exhibit 2.14 to Post-Effective Amendment No. 3 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-1084) effective September 11, 1996)
2.15 -- Agreement and Plan of Reorganization, dated as of August
30, 1996, by and among F.Y.I. Incorporated, Texas Medical
Record Service Acquisition Corp., Texas Medical Record
Service, Inc., California Medical Record Service
Acquisition Corp. and Karen Jill Simon (Incorporated by
reference to Exhibit 2.15 to Post-Effective Amendment No.
3 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-1084) effective September 11, 1996)
2.16 -- Agreement and Plan of Reorganization, dated as of August
30, 1996, by and among F.Y.I. Incorporated, Minnesota
Medical Record Service Acquisition Corp., Minnesota
Medical Record Service, Inc. and Alan Simon (Incorporated
by reference to Exhibit 2.16 to Post-Effective Amendment
No. 3 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-1084) effective September 11,
1996)
2.17 -- Agreement and Plan of Reorganization, dated as of August
30, 1996, by and among F.Y.I. Incorporated, ZIA
Acquisition Corp., ZIA Information Analysis Group, Inc.
and the shareholders named therein (Incorporated by
reference to Exhibit 2.17 to Post-Effective Amendment No.
3 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-1084) effective September 11, 1996)
2.18 -- Agreement and Plan of Reorganization, dated as of March
27, 1997, by and among F.Y.I. Incorporated, MAVRICC
Acquisition Corp., MAVRICC Management Systems, Inc.,
F.Y.I. Incorporated, Craig F. Moncher and Kyle C. Kerbawy
(Incorporated by reference to Exhibit 2.18 to the
Registrant's Current Report on Form 8-K filed on April 9,
1997)
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.19 -- Agreement and Plan or Reorganization, dated as of March
27, 1997, by and among F.Y.I. Incorporated, MMS Escrow
Acquisition Corp., MMS Escrow and Transfer Agency, Inc.,
Craig F. Moncher and Kyle C. Kerbawy (Incorporated by
reference to Exhibit 2.19 to the Registrant's Current
Report on Form 8-K filed on April 9, 1997)
3.1 -- Amended and Restated Certificate of Incorporation of
F.Y.I. Incorporated (Incorporated by reference to Exhibit
3.1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-98608) effective January 12,
1996)
3.2 -- Amended and Restated By-Laws of F.Y.I. Incorporated
(Incorporated by reference to Exhibit 3.2 to the
Registrant's Form 10-Q Filed on August 8, 1997)
4 -- Form of certificate evidencing ownership of Common Stock
of F.Y.I. Incorporated (Incorporated by reference to
Exhibit 4.2 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-98608) effective January 12, 1996)
5 -- Opinion of Morgan, Lewis & Bockius LLP
21 -- List of Subsidiaries of F.Y.I. Incorporated
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Elko, Fischer, McCabe & Rudman, Ltd.
23.3 -- Consent of Morgan, Lewis & Bockius LLP (contained in
Exhibit 5)
24 -- Power of Attorney (included with the signature page
hereof)
</TABLE>
<PAGE> 1
EXHIBIT 5
[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
September 15, 1997
F.Y.I. Incorporated
3232 McKinney Avenue
Suite 900 Dallas, Texas 75204
Re: Issuance of Shares Pursuant to
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to F.Y.I. Incorporated, a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-3 (the "Registration Statement") relating
to the secondary offering by certain Selling Stockholders of an aggregate of
592,915 shares (the "Shares") of the Company's Common Stock, $.01 par value per
share.
In so acting, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of the Amended and Restated Certificate of
Incorporation of the Company and the Amended and Restated By-Laws of the Company
and such other documents or instruments as we have deemed necessary for purposes
of the opinions expressed below. We have assumed that the Shares have been
issued against receipt of the consideration approved by the Board of Directors
of the Company or a committee thereof, which was no less than the par value
thereof, and were in compliance with applicable federal and state securities
laws.
Based on the foregoing, we are of the following opinion:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
2. The Shares have been duly authorized and validly issued and are fully
paid and non-assessable.
We are expressing the opinions above as members of the Bar of the State of
New York and express no opinion as to any law other than the General Corporation
Law of the State of Delaware.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Registration Statement.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
<PAGE> 1
EXHIBIT 21
Acadian Consultants Corp.
B&B (Baltimore-Washington) Acquisition Corp.
California Medical Record Service Acquisition Corp.
CH Acquisition Corp.
Computer Central Corporation
Deliverex Acquisition Corp.
Deliverex Sacramento Acquisition Corp.
DISC Acquisition Corp.
DPAS Acquisition Corp.
Imagent Acquisition Corp.
Information Management Acquisition Corp.
Input of Texas, Inc.
Leonard Archives Acquisition Corp.
Major Acquisition Corp.
MAVRICC Management Systems, Inc.
Minnesota Medical Record Service Acquisition Corp.
MMS Escrow and Transfer Agency, Inc.
Permanent Records Acquisition Corp.
Premier Acquisition Corp.
QCS Inet Acquisition Corp.
Quality Copy Acquisition Corp.
Recordex Acquisition Corp.
Researchers Acquisition Corp.
Robert A. Cook Acquisition Corp.
The Rust Consulting Group, Inc.
Texas Medical Record Service Acquisition Corp.
ZIA Information Analysis Group, Inc.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-3 of our reports dated
February 14, 1997, included in the F.Y.I. Incorporated Form 10-K for the year
ended December 31, 1996, and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
September 15, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
Registration Statement.
ELKO FISCHER, McCABE & RUDMAN, LTD.
Media, Pennsylvania
September 15, 1997
