<PAGE> 1
As filed with the Securities and Exchange Commission on March 29, 1999
Registration No. 333-
===============================================================================
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. [ ]
===============================================================================
<PAGE> 2
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 365,050 shares $32.00 $11,681,600 $3,247.48
</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 March 19, 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.
<PAGE> 3
365,050 SHARES
F.Y.I. INCORPORATED
COMMON STOCK
---------------
This prospectus relates to the offer and sale of 365,050 shares of common
stock of F.Y.I. Incorporated 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 March 19, 1999, the closing price of the common stock as reported on
the Nasdaq National Market was $32.00.
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 MARCH __, 1999
<PAGE> 4
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 $65.0 million
-2-
<PAGE> 5
for working capital, general corporate purposes and acquisitions, subject to
certain restrictions in our line of credit. As of February 26, 1999, the
availability under the line of credit was $30.2 million. We cannot assure you,
however, that funds available under our line of credit will be sufficient for
our needs.
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.
-3-
<PAGE> 6
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.
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 December 31, 1998, our directors and executive officers owned
approximately 13.2% of the shares of our common stock. Our directors and
executive officers 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 recently completed, 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.
-4-
<PAGE> 7
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 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 $3.0 to $3.5 million. As of December
31, 1998, we had incurred approximately $1.1 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. 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.
-5-
<PAGE> 8
(FILE NO. 0-27444) PERIOD/FILING DATE
- ------------------ ------------------
Annual Report on Form 10-K Year ended December 31, 1998
Description of common stock contained in
Registration Statement on Form 8-A December 22, 1995
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 two additional companies, for a total of 51 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
-6-
<PAGE> 9
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.
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; and
(ii) PMI Imaging Systems, Inc. and an affiliated company Quality Data
Conversions, Inc., document systems integrator businesses.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
hereby.
-7-
<PAGE> 10
SELLING STOCKHOLDERS
The following table sets forth information with respect to the former
stockholders of Creative Mailings, Inc., a company acquired in September 1998
(the "Selling Stockholders"), including: (i) the number and approximate
percentage of shares beneficially owned by each of them as of March 15, 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
------------------- -------------------
NUMBER
OF SHARES
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
---- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Phillip L. Hodgkins 316,625 2.2% 155,146 161,479 1.1%
Family Trust
George C. Hodgkins 93,125 * 45,631 47,494 *
Family Trust
Gayle H. Clark 74,500 * 36,505 37,995 *
Julia L. Bruning 44,700 * 21,903 22,797 *
David A. Hodgkins 59,600 * 29,204 30,396 *
Elizabeth H. Gadbois Revocable Trust 44,700 * 21,903 22,797 *
James Slatic 111,750 * 54,758 56,992 *
</TABLE>
--------------------
* 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.
-8-
<PAGE> 11
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.
-9-
<PAGE> 12
===============================================================================
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
<TABLE>
<CAPTION>
PG
--
<S> <C>
Risk Factors............................... 2
Where You Can Find More Information........ 5
Documents Incorporated by Reference........ 5
The Company................................ 6
Recent Developments........................ 7
Use of Proceeds............................ 7
Selling Stockholders....................... 8
Plan of Distribution....................... 8
Legal Matters.............................. 9
Experts.................................... 9
</TABLE>
===============================================================================
-10-
<PAGE> 13
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:
<TABLE>
<S> <C>
SEC Registration Fee.................... $ 3,247.48
Printing and Engraving Costs............ 5,000.00
Legal Fees and Expenses................. 5,000.00
Accounting Fees and Expenses............ 5,000.00
Miscellaneous .......................... 6,752.52
------------
Total $ 25,000.00
============
</TABLE>
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 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 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.
-11-
<PAGE> 14
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
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)
-12-
<PAGE> 15
EXHIBIT
NUMBER DESCRIPTION
------ -----------
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)
-13-
<PAGE> 16
EXHIBIT
NUMBER DESCRIPTION
------ -----------
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
21 -- List of subsidiaries of F.Y.I. Incorporated
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)
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;
-14-
<PAGE> 17
(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.
-15-
<PAGE> 18
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 March 29, 1999.
Date: March 29, 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 March 29, 1999
- --------------------------------------- Executive Officer (Principal
Ed H. Bowman, Jr. Executive Officer)
/s/ DAVID LOWENSTEIN Director, Executive Vice President March 29, 1999
- --------------------------------------- - Corporate Development and
David Lowenstein Treasurer (Principal Financial
Officer)
/s/ TIMOTHY J. BARKER Senior Vice President and Chief March 29, 1999
- --------------------------------------- Financial Officer (Principal
Timothy J. Barker Accounting Officer)
/s/ THOMAS C. WALKER Director March 29, 1999
- ---------------------------------------
Thomas C. Walker
/s/ DONALD F. MOOREHEAD, JR. Director March 29, 1999
- ---------------------------------------
Donald F. Moorehead, Jr.
/s/ GREGORY R. MELANSON Director March 29, 1999
- ---------------------------------------
Gregory R. Melanson
</TABLE>
-16-
<PAGE> 19
<TABLE>
<S> <C> <C>
/s/ G. MICHAEL BELLENGHI Director March 29, 1999
- ---------------------------------------
G. Michael Bellenghi
/s/ JONATHAN B. SHAW Director March 29, 1999
- ---------------------------------------
Jonathan B. Shaw
/s/ MICHAEL J. BRADLEY Director March 29, 1999
- ---------------------------------------
Michael J. Bradley
/s/ HON. EDWARD M. ROWELL Director March 29, 1999
- ---------------------------------------
Hon. Edward M. Rowell
/s/ KYLE C. KERBAWY Director March 29, 1999
- ------------------------------------
Kyle C. Kerbawy
</TABLE>
-17-
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <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>
<PAGE> 21
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <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
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
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)
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
21 -- List of Subsidiaries of F.Y.I. Incorporated
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
March 29, 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
365,050 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 21
SUBSIDIARIES
<TABLE>
<S> <C>
Acadian Consultants Corp. Information Management Acquisition Corp.
Advanced Digital Graphics, Inc. Input Management, Inc.
ACT. Medical Record Services, Inc. Input of Texas, L.P.
APS Services Acquisition Corp. Leonard Archives Acquisition Corp.
Associate Record Technician Services Acquisition Corp. Lifo Systems, L.P.
B&B (Baltimore-Washington) Acquisition Corp. Lifo Systems Management, Inc.
California Medical Record Service Acquisition Corp. MAVRICC Management Systems, Inc.
CH Acquisition Corp. Medicopy Acquisition Corp.
Copyright Acquisition Corp. Microfilm Distribution Services, Inc.
Creative Mailings, Inc. Microfilm Systems Acquisition Corp.
DeBari Associates Acquisition Corp. Micro Publication Systems, Inc.
Delaware Major Acquisition Corp. Minnesota Medical Record Service Acquisition Corp.
Deliverex Acquisition Corp. MMS Escrow and Transfer Agency, Inc.
Deliverex Sacramento Acquisition Corp. Northern Minnesota Medical Record Service Acquisition Corp.
DISC Acquisition Corp. PMI Imaging Systems Acquisition Corp.
Doctex Acquisition Corp. Permanent Records L.P.
DFAS Acquisition Corp. Permanent Records Management, Inc.
Eagle Legal Services Acquisition Corp. Premier Acquisition Corp.
Economic Research Services, Inc. QCS Inet Acquisition Corp.
F.Y.I. Corporate Acquisition Corp. Quality Copy Acquisition Corp.
F.Y.I. Direct Inc. Quality Data Conversions Acquisition Corp.
F.Y.I. Image Inc. RAC (California) Acquisition Corp.
F.Y.I. Input Inc. Recordex Acquisition Corp.
F.Y.I. Integration Solutions Inc. Researchers Acquisition Corp.
F.Y.I. Investments, Inc. Robert A. Cook Acquisition Corp.
F.Y.I. Print Inc. The Rust Consulting Group, Inc.
F.Y.I. Records Inc. T.C.H. Group, Inc.
F.Y.I. Storage Inc. TCH Mailhouse, Inc.
Imagent Acquisition Corp. ZIA Information Analysis Group, Inc.
Zip Shred Canada Acquisition Corp.
</TABLE>
<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
March 29, 1999
