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As filed with the Securities and Exchange Commission on May 26, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
F.Y.I. INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 75-2560895
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3232 MCKINNEY AVENUE, SUITE 900
DALLAS, TEXAS 75204
(214) 953-7555
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------
ED H. BOWMAN, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
F.Y.I. INCORPORATED
3232 MCKINNEY AVENUE, SUITE 900
DALLAS, TEXAS 75204
(214) 953-7555
(Name, address, including zip code, and
telephone number, including area code, of agent for
service of process)
-------------
Copies to:
CHRISTOPHER T. JENSEN, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE NEW YORK, NEW YORK 10178
TEL: (212) 309-6000
FAX: (212) 309-6273
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the 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, as amended (the "Securities Act"), 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.
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.
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
<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SECURITY(1) PRICE(1) REGISTRATION
- ----------------------- ------------ ------------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 613,247 $28.00 $17,170,916 $4,774
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
and based upon the closing price of the Common Stock reported on the
Nasdaq National Market on May 25, 1999.
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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613,247 SHARES
F.Y.I. INCORPORATED
COMMON STOCK
---------------
This prospectus relates to the offer and sale of 613,247 shares of
common stock of F.Y.I. Incorporated ("F.Y.I.") by certain of our stockholders.
We will not receive any of the proceeds from the sale of the shares offered
hereby. All expenses of registration of the shares which may be offered hereby
under the Securities Act will be paid by us (other than underwriting discounts
and selling commissions, and fees and expenses of advisors to any of the Selling
Stockholders).
Our common stock is traded on the Nasdaq National Market under the
symbol "FYII." On May 25, 1999, the closing price of the common stock as
reported on the Nasdaq National Market was $28.00.
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" COMMENCING ON PAGE 2 HEREOF.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
THE DATE OF THIS PROSPECTUS IS MAY __, 1999
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RISK FACTORS
AN INVESTMENT IN F.Y.I. INVOLVES A SIGNIFICANT DEGREE OF RISK. YOU SHOULD
CONSIDER CAREFULLY THE FOLLOWING FACTORS IN ADDITION TO OTHER INFORMATION
INCLUDED IN THIS PROSPECTUS BEFORE MAKING AN INVESTMENT IN OUR COMMON STOCK.
WE MAY NOT BE ABLE TO EFFECTIVELY INTEGRATE ALL OF OUR OPERATING COMPANIES
Our growth and future financial performance depend on our ability to
integrate all of our operating companies. We may not achieve integration unless
we effectively combine the operations of all our operating companies. A number
of our operating companies offer different services, use different capabilities
and technologies and target different geographic markets and client segments.
These differences increase the risk in successfully completing the integration
of our operating companies. We need to centralize certain functions to achieve
cost savings and develop programs and processes that will promote cooperation
and the sharing of opportunities and resources. Any difficulties we encounter in
the integration process could adversely affect us and we cannot assure you that
the operating results of the Company will match or exceed the combined
individual operating results achieved by our operating companies prior to their
acquisition.
WE MAY NOT BE ABLE TO MANAGE OUR RAPID GROWTH
We cannot be sure that our management group will effectively be able to
oversee F.Y.I. and implement our operating or growth strategies. Further, to the
extent that we are able to implement fully our acquisition strategy, the
resulting growth of F.Y.I. will place significant demands on management and on
our internal systems and controls. We cannot assure you that our management
group will effectively be able to direct F.Y.I. through a period of significant
growth. In addition, we cannot assure you that our current systems will be
adequate for our future needs or that we will be successful in implementing new
systems.
WE NEED TO BE ABLE TO ACQUIRE COMPANIES SUCCESSFULLY
Our primary growth strategy is the acquisition of additional companies
that will complement our existing businesses. We cannot assure you that we will
be able to identify or reach mutually agreeable terms with acquisition
candidates and their owners, or that we will be able to profitably manage
additional businesses or successfully integrate such additional businesses into
us without substantial costs, delays or other problems. Acquisitions may involve
a number of special risks including: (a) adverse short-term effects on our
reported operating results; (b) diversion of management's attention; (c)
dependence on retention, hiring and training of key personnel; (d) risks
associated with unanticipated problems or legal liabilities; and (e)
amortization of acquired intangible assets. Some or all of these risks could
have a material adverse effect on our 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, we cannot assure you that businesses acquired in
the future will achieve sales and profitability that justify the investment
therein.
WE WILL NEED TO FINANCE OUR POTENTIAL GROWTH THROUGH ACQUISITIONS
We currently intend to finance future acquisitions by using cash and
our common stock for all or a portion of the consideration to be paid. In the
event that our common stock does not maintain sufficient value, or potential
acquisition candidates are unwilling to accept our common stock as consideration
for the sale of their businesses, we may be required to use more cash, if
available, in order to continue our acquisition program. If we do not have
sufficient cash, our growth could be limited unless we are able to obtain
capital through additional debt or equity financings. Under our line of credit
with Banque Paribas (the "1998 Credit Agreement"), F.Y.I. and our subsidiaries
could borrow, on a revolving credit basis, loans in an aggregate outstanding
principal amount of $100.0 million for working capital, general corporate
purposes and acquisitions, subject to certain restrictions in our line of
credit. As of April 30, 1999, the availability under the line of credit was
$53.2 million. We cannot assure you, however, that funds available under our
line of credit will be sufficient for our needs.
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THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE
The price of our common stock may be volatile. Our quarterly results of
operations may vary materially as a result of the timing and structure of our
acquisitions, the timing and magnitude of costs related to acquisitions, the
gain or loss of material client relationships and variations in the prices
charged by us for our services. In addition, since a significant portion of our
revenue is generated on a project-by-project basis, the timing or completion of
material projects could result in fluctuations in our results of operations for
particular quarterly periods. Fluctuations in operating results may adversely
affect the market price of our common stock. The market price for our common
stock may also fluctuate in response to material announcements by us or our
significant clients or competitors, changes in the economic or other conditions
impacting our 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 our common stock.
WE DEPEND ON CERTAIN CLIENT INDUSTRIES AND TECHNOLOGY
We derive our revenue primarily from document and information intensive
industries. Fundamental changes in the business practices of any of these client
industries, whether due to regulatory, technological or other developments,
could cause a material reduction in demand by our clients for the services
offered by us. Any reduction in demand would have a material adverse effect on
our results of operations. The document and information management services
industry is characterized by technological change, evolving customer needs and
emerging technical standards. Although we believe that we will be able to
continue to offer services based on the newest technologies, we cannot assure
you that we will be able to obtain any of these technologies, that we will be
able to effectively implement these technologies on a cost-effective or timely
basis or that these such technologies will not render obsolete our role as a
third party provider of document management services.
WE FACE INTENSE COMPETITION
The document and information management services industry is highly
competitive. A significant source of competition is the in-house document
handling capability of our targeted client base. We cannot assure you that these
businesses will outsource more of their document and information management
needs or that such businesses will not bring in-house services that they
currently outsource. In addition, certain of our competitors are larger
businesses and have greater financial resources than we. Certain of these
competitors operate in broader geographic areas than we do, and others may
choose to enter our areas of operation in the future. In addition, we intend to
enter new geographic areas through internal growth and acquisitions and expect
to encounter significant competition from established competitors in each new
area. As a result of this highly competitive environment, we may lose customers
or have difficulty in acquiring new customers and new companies, and our results
of operations may be adversely affected.
WE DEPEND ON OUR KEY PERSONNEL
Our operations are dependent on the continued efforts of our executive
officers and on senior management of our operating companies. Also, we 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 we are unable to attract and retain other skilled employees, our
business could be adversely affected. We do not currently have key person life
insurance covering any of our executive officers or other members of senior
management.
WE MAY BE LIABLE FOR BREACH OF CONFIDENTIALITY
A substantial portion of our business involves the handling of
documents containing confidential and other sensitive information. Although we
have established procedures intended to prevent any unauthorized disclosure of
confidential information and, in some cases, have contractually limited our
potential liability for unauthorized disclosure of such information, we cannot
assure you that unauthorized disclosures will not result in material liability
to us.
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WE MAY HAVE BUSINESS INTERRUPTIONS
Certain of our operations are performed at a single location and are
dependent on continuous computer, electrical and telephone service. As a result,
any disruption of our day-to-day operations could have a material adverse effect
upon us. We cannot assure you that a fire, flood, earthquake, power loss,
telephone service loss, problems caused by the Year 2000 issues or other event
affecting one or more of our facilities would not disable these services. Any
significant damage to any facility or other failure that causes significant
interruptions in our operations may not be covered by insurance. Any uninsured
or underinsured loss could have a material adverse effect on our business,
financial condition or results of operations.
OUR PUBLIC SECTOR CONTRACTS ARE SUBJECT TO GOVERNMENT REGULATIONS
A portion of our present business involves public sector contracts, and
we anticipate a growing portion of our business coming from local, state and
federal government agencies. Public sector contracts are subject to detailed
regulatory requirements and public policies, as well as to funding priorities.
Contracts with public sector customers may be conditioned upon the continuing
availability of public funds, which in turn depends upon lengthy and complex
budgetary procedures, and may be subject to certain pricing constraints.
Moreover, public sector contracts may generally be terminated for a variety of
factors, including when it is in the best interests of the respective
governmental entity. We cannot assure you that these factors or others unique to
contracts with governmental entities will not have a material adverse effect on
our business, financial condition and results of operations.
MANAGEMENT EXERCISES SUBSTANTIAL CONTROL OVER OUR AFFAIRS
As of March 31, 1998, our directors and executive officers owned
approximately 13.7% of the shares of our common stock. Our directors, executive
officers and employees exercise substantial control over our affairs. If these
persons act together, they might be able to elect a sufficient number of
directors to control our Board of Directors and to approve or disapprove any
matter submitted to a vote of our stockholders.
FUTURE SALES OF OUR SHARES MAY ADVERSELY AFFECT OUR STOCK PRICE
The market price of our common stock could be adversely affected by the
sale of substantial amounts of our common stock in the public market. In
addition, many shares are subject to contractual restrictions on resale which
generally expire two years from the date of issuance.
We have an acquisition program under which we completed in the second
half of 1999, and expect to continue to pursue, acquisitions that are accounted
for under 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 us, must be free to sell or otherwise transfer shares of our common stock
received in the acquisition, subject to their compliance with federal securities
laws, as soon we release results of operations that reflect the combined
operations of F.Y.I. and the acquired company for a minimum of 30 days. If such
shares are unregistered, F.Y.I. typically agrees to register 49% within one year
from the date of acquisition. If a significant number of shares of our 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 our common stock could be adversely
affected.
OUR SYSTEMS AND THIRD-PARTY SYSTEMS WHICH AFFECT OUR BUSINESS MAY NOT ACHIEVE
YEAR 2000 READINESS
The "Year 2000 Issue" describes the use of two digits rather than four
digits to define the applicable year in certain computer programs. In the year
2000, any of our computer programs that have two digit date-sensitive software
may interpret a date of "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing
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disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices or engage in similar normal business
activities. We are progressing in our completion of the various tasks and target
dates identified in our Year 2000 work plan. We estimate that the total cost of
the Year 2000 project will be approximately $3.6 to $3.9 million. As of March
31, 1999, we had incurred approximately $1.8 million of Year 2000 costs. Due to
the general uncertainty inherent in the Year 2000 process, resulting in part
from customers, we are unable to determine a reasonable worst case scenario at
this time.
WE MAY HAVE ENVIRONMENTAL LIABILITIES IN THE FUTURE
We are subject to regulations and ordinances that govern activities or
operations that may have adverse environmental effects, such as discharges to
air and water. We are not aware of any environmental conditions relating to
present or past waste generation at or from these facilities that would be
likely to have a material adverse effect on our business, financial condition or
results of operations. However, we cannot assure you that environmental
liabilities in the future will not have a material adverse effect on our
business, financial condition or results of operations.
THE BOARD OF DIRECTORS MAY BE ABLE TO DELAY OR PREVENT TAKEOVERS
Our Board of Directors 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 us by means of a
tender offer, merger, proxy contest or otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other documents with the Securities and Exchange Commission. You may read and
copy any document we file at the SEC's public reference room at Judiciary Plaza
Building, 450 Fifth Street, NW, Room 1024, Washington, D.C. 20549. You should
call 1-800-SEC-0330 for more information on the public reference room. The SEC
maintains an internet site at http://www.sec.gov where certain information
regarding issuers (including F.Y.I.) may be found.
This prospectus is part of a registration statement that we filed with
the SEC. The registration statement contains more information than this
prospectus regarding F.Y.I. and its common stock, including certain exhibits and
schedules. You can get a copy of the registration statement from the SEC at the
address listed above or from its internet site.
Our common stock is traded on The Nasdaq National Market under the
symbol "FYII". Proxy statements and other information concerning F.Y.I. can also
be inspected at the offices of The Nasdaq Stock Market, 1735 K Street, N.W.,
Washington D.C. 20006.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information we
file with the SEC in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information may include documents filed after the date of this
prospectus which update and supersede the information you read in this
prospectus. We incorporate by reference the documents listed below, except to
the extent information in those documents is different from the information
contained in this prospectus, and all future documents filed by us with the SEC
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") until we terminate the offering of these shares.
<TABLE>
<CAPTION>
(FILE NO. 0-27444) PERIOD/FILING DATE
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<S> <C>
Annual Report on Form 10-K Year ended December 31, 1998/March 17, 1999
Form 10-Q First Quarter ended March 31, 1999/May 13, 1999
Description of common stock contained in
Registration Statement on Form 8-A December 22, 1995
</TABLE>
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You may request a copy of these documents, by writing to:
F.Y.I. Incorporated
3232 McKinney Avenue, Suite 900
Dallas, Texas 75204
Attention: Investor Relations
Telephone: (214) 953-7555
There will be no cost for a copy of the documents, other than for
exhibits which are not specifically incorporated by reference into the
information that this prospectus incorporates.
FORWARD-LOOKING INFORMATION
This prospectus contains certain forward-looking statements such as
F.Y.I. or management's intentions, hopes, beliefs, expectations, strategies,
predictions or any other variation thereof or comparable phraseology of the
F.Y.I.'s future activities or other future events or conditions within the
meaning of Section 27A of the Securities Act and 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, variations in quarterly results, volatility of
our stock price, development by competitors of new or superior products or
services, the entry into the market by new competitors, the sufficiency of our
working capital and the ability of F.Y.I. to realize benefits from consolidating
certain general and administrative functions, to assimilate and integrate
acquisitions, to continue its aggressive acquisition program, to retain
management, to implement its focused business strategy to expand its document
and information 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 we believe that the assumptions underlying the forward-looking
statements contained herein are reasonable, any of the assumptions could be
inaccurate, and, therefore, we cannot assure you 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 information should not be regarded as a
representation by us or any other person that our objectives and plans will be
achieved.
THE COMPANY
We were founded in September 1994 to create a national, single source
provider of document and information outsourcing solutions to document and
information intensive industries, including: healthcare, law, banking,
insurance, retailing, manufacturing and government. Our primary strategy is to
acquire, integrate and operate companies in the highly fragmented document and
information outsourcing solutions industry. In January 1996, F.Y.I. acquired,
simultaneously with the closing of its initial public offering (the "IPO"),
seven document management services businesses. Since the IPO, and through
December 31, 1998, we acquired 42 additional companies. Since December 31, 1998,
we acquired four additional companies, for a total of 53 acquisitions since our
inception. We intend to continue to aggressively pursue strategic acquisitions
in existing and new markets, cross-sell our full range of services to our
current customer base and expand the marketing of our services to new customers.
An estimated four trillion documents are generated annually in the
United States. A significant portion of the processing, management and storage
of these documents is outsourced to small service companies. Further, we believe
that the document and information outsourcing solutions market is growing due to
several factors, including: (a) government regulations that require lengthy
document retention periods and rapid accessibility for many types of records;
(b) increased customer expectations of low cost access to records on short
notice and, in many instances, at disparate locations; (c) the increasing
litigiousness of society, necessitating access to relevant documents and records
for extended periods; and (d) continuing advancements in computer, networking,
facsimile, printing and other technologies which have greatly facilitated the
production and wide distribution of documents.
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Our target clients generate large volumes of documents and require
specialized processing, distribution, storage and retrieval of these documents
and the information they contain. We believe that these clients will continue to
increase their outsourcing of document and information management 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.
The document and information outsourcing solutions business is highly
fragmented. We believe that many small document management services businesses:
(a) have insufficient capital for expansion; (b) cannot keep abreast of rapidly
changing technologies; (c) lack effective marketing programs; and (d) are unable
to meet the needs of large, geographically dispersed clients. In addition, there
are a limited number of options for owners of such businesses to obtain
liquidity by selling their businesses. As a result, we believe that many owners
of such businesses will continue to be receptive to our acquisition program.
We are a Delaware corporation. Our executive offices are located at
3232 McKinney Avenue, Suite 900, Dallas, Texas 75204, and our telephone number
is (214) 953-7555.
RECENT DEVELOPMENTS
Acquisition Activity: Since December 31, 1998, we acquired the
following document and information outsourcing solutions businesses: (i)
Northern Minnesota Medical Records Services Inc., a release of information
business; (ii) PMI Imaging Systems, Inc. a document systems integrator business
located in Jew Jersey; (iii) Quality Data Conversions, Inc., document imaging
storage and retrieval business located in Pennsylvania; and (iv) MSI Imaging
Solutions, Inc., a document conversion to electronic media and microfilm
business in California.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock
offered hereby.
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SELLING STOCKHOLDERS
The following table sets forth information with respect to the former
stockholders of the following acquired companies: Economic Research Services,
Inc., G&W Enterprise, Inc. and Advanced Digital Graphics, Inc. (the "Selling
Stockholders"), including: (i) the number and approximate percentage of shares
beneficially owned by each of them as of March 31, 1999; (ii) the number of
shares registered for sale; and (iii) the number and approximate percentage of
shares to be owned by each of them 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 OWNED BENEFICIALLY OWNED
PRIOR TO OFFERING AFTER OFFERING
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NUMBER
OF SHARES
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
---- ------ ------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
Joan G. Haworth 416,665 2.9 204,166 212,499 1.5
Charles T. Haworth 414,995 2.9 203,348 211,647 1.5
C. Stuart Haworth 1,670 * 818 852 *
Elizabeth Kuhlman 1,670 * 818 852 *
Robert G. Spohr 72,301 * 35,427 36,874 *
Wendy L. Wood 98,767 * 48,396 50,371 *
Robert G. Spohr and Wendy L. Wood 1,726 * 846 880 *
Robert A. Weber 18,986 0 9,303 9,683 0
Steven D. Skolnik 224,744 1.6* 110,125 114,619 *
</TABLE>
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* Less than 1%.
We have agreed to use our 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.
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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. We may agree to indemnify the Selling Stockholders and we 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.
We have 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 engage in any stabilization activity in connection
with any of our securities, that they must furnish copies of this prospectus to
each broker-dealer through which the shares of our common stock included herein
may be offered, and that they may not bid for or purchase any of our securities
or attempt to induce any person to purchase any of our securities except as
permitted under Regulation M. The Selling Stockholders have also agreed to
inform us and broker-dealers through whom sales may be made hereunder when the
distribution of the shares is completed.
In connection with this offering, any underwriters or selling group
members or their affiliates may engage in passive market making transactions in
our common stock on the Nasdaq National Market in accordance with Rule 10b-6A
under the Exchange Act.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered by
this prospectus has been passed upon for F.Y.I. by Morgan, Lewis & Bockius LLP,
New York, New York.
EXPERTS
The consolidated financial statements for the year ended December 31,
1998 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 reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
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<PAGE> 11
================================================================================
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 F.Y.I. 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.
---------------
TABLE OF CONTENTS
Risk Factors 3
Where You Can Find More Information 6
Documents Incorporated by Reference 6
The Company 7
Recent Developments 8
Use of Proceeds 8
Selling Stockholders 9
Plan of Distribution 9
Legal Matters 10
Experts 10
================================================================================
11
<PAGE> 12
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 of
which will be paid by F.Y.I., are as follows:
SEC Registration Fee $ 4,774.00
Printing and Engraving Costs 5,000.00
Legal Fees and Expenses 5,000.00
Accounting Fees and Expenses 5,000.00
Miscellaneous 5,226.00
-----------
Total $ 25,000.00
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
F.Y.I.'s Amended and Restated By-Laws provide that F.Y.I. 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 opposed 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 F.Y.I.'s Amended and Restated Certificate of
Incorporation provides that F.Y.I.'s directors will not be personally liable to
F.Y.I. 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
F.Y.I. 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, F.Y.I. 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.
F.Y.I. maintains liability insurance for the benefit of its directors
and officers.
12
<PAGE> 13
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
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 Company'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 Company'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 Company'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 Company'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 Company'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 Company'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
Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective
January 12, 1996)
</TABLE>
13
<PAGE> 14
<TABLE>
<S> <C>
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 Company's Registration Statement on Form S-1 (Registration No. 33-98608)
effective January 12, 1996)
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 Company'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 Company'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 Company'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 Company'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 Company'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
Company'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 Company's Registration Statement on Form S-1
(Registration No. 333-1084) effective September 11, 1996)
</TABLE>
14
<PAGE> 15
<TABLE>
<S> <C>
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 and the shareholders
named therein (Incorporated by reference to Exhibit 2.17 to Post-Effective Amendment No.
3 to the Company'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 Company's Current Report on Form 8-K filed on April 9, 1997)
2.19 -- Agreement and Plan of 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
Company's Current Report Form 8-K filed on April 9, 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 Company's
Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996)
5 -- Opinion of Morgan, Lewis & Bockius LLP
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Morgan, Lewis & Bockius LLP (filed as part of 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;
15
<PAGE> 16
(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.
(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.
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and 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 May 26, 1999.
Date: May 26, 1999 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
--------- ------------------------ ----
<S> <C> <C>
/s/ ED H. BOWMAN, JR. Director, President and Chief May 26, 1999
- --------------------------------------- Executive Officer (Principal
Ed H. Bowman, Jr. Executive Officer)
/s/ DAVID LOWENSTEIN Director, Executive Vice President May 26, 1999
- --------------------------------------- Corporate Development and
David Lowenstein Treasurer
/s/ TIMOTHY J. BARKER Senior Vice President and Chief May 26, 1999
- --------------------------------------- Financial Officer (Principal Financial
Timothy J. Barker and Accounting Officer)
/s/ THOMAS C. WALKER Director May 26, 1999
- ---------------------------------------
Thomas C. Walker
/s/ DONALD F. MOOREHEAD, JR. Director May 26, 1999
- ---------------------------------------
Donald F. Moorehead, Jr.
/s/ GREGORY R. MELANSON Director May 26, 1999
- ---------------------------------------
Gregory R. Melanson
/s/ G. MICHAEL BELLENGHI Director May 26, 1999
- ---------------------------------------
G. Michael Bellenghi
</TABLE>
<PAGE> 18
<TABLE>
<S> <C> <C>
/s/ JONATHAN B. SHAW Director May 26, 1999
- ---------------------------------------
Jonathan B. Shaw
/s/ MICHAEL J. BRADLEY Director May 26, 1999
- ---------------------------------------
Michael J. Bradley
/s/ HON. EDWARD M. ROWELL Director May 26, 1999
- ---------------------------------------
Hon. Edward M. Rowell
</TABLE>
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
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 Company'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 Company'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 Company'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 Company'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 Company'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
Company'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 Company's Registration Statement on Form S-1
(Registration No. 33-98608) effective January 12, 1966)
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
</TABLE>
<PAGE> 20
<TABLE>
<S> <C>
Acquisition Corp. and the Stockholders named therein (Incorporated by reference
to Exhibit 2.9 to Amendment No. 1 to the Company's Registration Statement on
Form S-1 (Registration No. 33-98608) effective January 12, 1996)
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 Company'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 Company'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 Company'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 Company'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 lan Simon (Incorporated by reference to Exhibit 2.14
to Post-Effective Amendment No. 3 to the Company'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 Company's Registration Statement on Form S-1
(Registration No. 333-1084) effective September 11, 1996)
</TABLE>
<PAGE> 21
<TABLE>
<S> <C>
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 Company'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 and
the shareholders named therein (Incorporated by reference to Exhibit 2.17 to Post-
Effective Amendment No. 3 to the Company'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 Company's Current Report on
Form 8-K filed on April 9, 1997)
2.19 -- Agreement and Plan of 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 Company's Current Report Form 8-K filed on April 9, 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 Company's
Registration Statement on Form S-1 (Registration No. 33-98608) effective January
12, 1996)
5 -- Opinion of Morgan, Lewis & Bockius LLP
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Morgan, Lewis & Bockius LLP (filed as part of Exhibit 5)
24 -- Power of Attorney (included with the signature page hereof)
</TABLE>
<PAGE> 1
EXHIBIT 5
May 26, 1999
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
613,247 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 issued 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.
-1-
<PAGE> 2
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
-2-
<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 report dated
February 18, 1999, included in F.Y.I. Incorporated's Form 10-K for the year
ended December 31, 1998 and to all references to our firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
May 26, 1999
