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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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F.Y.I. INCORPORATED
(Exact name of registrant as specified in its charter)
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DELAWARE 7389 75-2560895
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Idntification Number)
organization)
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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)
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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)
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Copy to:
MARGOT T. LEBENBERG, ESQ. CHRISTOPHER T. JENSEN, ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND MORGAN, LEWIS & BOCKIUS LLP
GENERAL COUNSEL 101 PARK AVENUE
F.Y.I. INCORPORATED NEW YORK, NEW YORK 10178
3232 MCKINNEY AVENUE, SUITE 900 (212) 309-6134
DALLAS, TEXAS 75204
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE REGISTRATION FEE
--------------------------- ---------- -------- ----- ----------------
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Common Stock, $.01 par value.... 3,012,217 $ 34.13(1) $ 102,806,966(1) $ 27,141(2)
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
and based on the closing price of the Common Stock reported on the
Nasdaq National Market on December 15, 1999.
(2) Pursuant to Rule 429 under the Securities Act of 1933, as amended,
1,012,217 shares and the filing fee of $9,120 paid with respect to
those shares are being carried forward from Registration Statement No.
333-24015 to this Registration Statement. Therefore, a registration fee
of $18,021 is being paid in connection with the filing of this
Registration Statement.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IS 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.
PROSPECTUS Subject to Completion
December 17, 1999
3,012,217 SHARES
F.Y.I. INCORPORATED
COMMON STOCK
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This prospectus covers 3,012,217 shares of common stock that we may
issue and sell from time to time in business combination transactions. We and
the owners or controlling persons of the businesses or assets acquired will
negotiate terms of any business combination. We will determine the value of
the shares of common stock to be issued at prices reasonably related to
market prices current either at the time of agreement on the terms of a
business combination or at or about the time of delivery of the shares. We
may also permit this prospectus to cover sales by persons or entities who
have received shares of common stock under this prospectus and who elect to
use this prospectus to cover the resale of the shares.
We will pay expenses of the offering. We will not pay any
underwriting discounts or commissions in connection with the issuance or sale
of any shares, although we may pay finders fees in connection with specific
business combinations. Any person receiving a finders fee may be deemed to
be an underwriter of the shares issued in the transaction.
Our common stock is listed on the Nasdaq National Market ("Nasdaq")
under the ticker symbol "FYII". On December 15, 1999, the closing price of
one share of our common stock on Nasdaq was $34.13.
BEFORE PURCHASING SHARES OUR COMMON STOCK YOU SHOULD CAREFULLY REVIEW THE RISK
FACTORS SECTION OF THIS PROSPECTUS WHICH BEGIN ON PAGE 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is December , 1999
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THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. THIS
INFORMATION IS AVAILABLE WITHOUT CHARGE TO SECURITY HOLDERS UPON ORAL OR
WRITTEN REQUEST TO F.Y.I. INCORPORATED, 3232 MCKINNEY AVENUE, SUITE 900,
DALLAS, TEXAS 75204, ATTENTION: INVESTOR RELATIONS (TEL. NO. (214) 953-7555).
TO ENSURE TIMELY DELIVERY OF THE INFORMATION, YOU SHOULD MAKE YOUR REQUEST AT
LEAST FIVE BUSINESS DAYS BEFORE THE DAY YOU MUST MAKE YOUR INVESTMENT
DECISION.
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 us) 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. Incorporated 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. Our proxy
statements and other SEC filings 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.
(1) Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(2) Our Quarterly Reports on Form 10-Q for the three-month periods
ended March 31, 1999, June 30, 1999 and September 30, 1999.
(3) Our Current Reports on Form 8-K filed on March 2, 1999 and
August 20, 1999.
(4) The description of our common stock contained in the
registration statement on Form 8-A filed on 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.
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THE COMPANY
We are a market leader in document and information outsourcing
solutions. We offer customers in information-intensive industries - such as
healthcare, legal, banking, insurance, retailing, manufacturing and
government -the solutions to manage their document and information needs,
enabling these organizations to concentrate on their core competencies.
A national single-source provider, we operate approximately 110
facilities nationwide with over 9,000 employees providing services in 39
states, Washington, D.C., Puerto Rico, Mexico and the Caribbean.
We serve a diverse and high-profile client base, delivering the
resources of a strong national company through personal relationships, on
which clients have come to rely. Since multiple document and information
management functions can be outsourced to us, companies no longer have to
deal with a multitude of vendors. As a full-service alternative, our clients
can rely on us to be a single point of accountability.
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.
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 and
information 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 which will selectively
focus on specific companies that we believe will add significant synergies to
our existing operating base.
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.
3
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AN INVESTMENT IN F.Y.I. INCORPORATED 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 CONTINUE TO EFFECTIVELY INTEGRATE ALL OF OUR OPERATING
COMPANIES.
Our growth and future financial performance depend on our ability to
continue 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 us and implement our operating or growth strategies. Further, to
the extent that we are able to implement fully our acquisition strategy, our
growth 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 us through a continued 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
An element of our 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 Paribas (the "1998 Credit Agreement"), we and our
subsidiaries could borrow, on a revolving credit basis, loans in an aggregate
outstanding principal amount of $150.0 million for working capital, general
corporate purposes and acquisitions, subject to certain restrictions in our
line of credit. As of December 17, 1999, the availability under the line of
credit was approximately $50 million. We cannot assure you, however, that
funds available under our line of credit will be sufficient for our needs.
4
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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, the
internet 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 such technologies
will not render obsolete our role as a third party provider of document and
information 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.
5
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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 completed, and may
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 as we
release results of operations that reflect the combined operations of us and
the acquired company for a minimum of 30 days. If such shares are
unregistered, we 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
6
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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 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 $4.3 to
$4.6 million. As of September 30, 1999, we had incurred approximately $4.0
million of Year 2000 costs. Due to the general uncertainty inherent in the
Year 2000 process, resulting in part from customers, vendors and utility
companies, 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.
FORWARD-LOOKING INFORMATION
This prospectus contains certain forward-looking statements such as
our or our management's intentions, hopes, beliefs, expectations, strategies,
predictions or any other variation thereof or comparable phraseology of the
our future activities or other future events or conditions within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange
Act, which are intended to be covered by the safe harbors created thereby.
Investors are cautioned that all forward-looking statements involve risks and
uncertainty, including, without limitation, 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 our ability to realize benefits from
consolidating certain general and administrative functions, to assimilate and
integrate acquisitions, to continue our aggressive acquisition program, to
retain management, to implement our focused business strategy to expand our
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 ourself 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.
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PLAN OF DISTRIBUTION AND SELLING STOCKHOLDERS
THE COMPANY
This prospectus relates to 3,012,217 shares of common stock that we
may offer and issue from time to time in connection with our acquisition of
other businesses, properties or equity and/or debt securities in business
combination transactions. This prospectus will also relate to some shares of
common stock that persons who acquired shares pursuant to this prospectus may
resell or reoffer.
We intend to concentrate our acquisitions in areas related to our
current business. If the opportunity arises, however, we may make
acquisitions that are either complementary to our present operations or that
we consider advantageous even though the business may not be the same as our
present activities. The consideration for any such acquisition will be
determined by negotiations between us and the owners or controlling persons
of the acquired businesses or assets. We expect that the shares of common
stock issued in any acquisition will be valued at a price reasonably related
to the market value of the common stock either at the time we agree on the
terms of an acquisition or at the end of delivery of the shares.
We do not expect to pay underwriting discounts or commissions in
connection with the issuance of shares of common stock under this prospectus.
However, we may pay finders fees or brokers commissions in connection with
specific acquisitions, and these fees may be paid in shares of common stock
covered by this prospectus. Any person receiving a fee may be an underwriter
within the meaning of the Securities Act.
SELLING STOCKHOLDERS
We may from time to time permit persons who receive shares of common
stock in business combinations to resell their shares using this prospectus.
These sales may be effected from time to time on the Nasdaq at
prevailing prices or at negotiated prices. The selling stockholders may also
sell shares in private transactions or in the over-the-counter market at
prices related to the prevailing prices of the shares on Nasdaq.
The selling stockholders may use broker-dealers to effect these
transactions. These broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the sales. The
selling stockholders and any broker-dealers that participate in the
distribution may under certain circumstances be deemed to be underwriters
within the meaning of the Securities Act, and any commissions received or
profits realized may be deemed to be underwriting discounts and commissions
under the Securities Act. We and the selling stockholders may also agree to
indemnify the broker-dealers against certain liabilities under the Securities
Act. In addition, we may agree to indemnify the selling stockholders and any
underwriter of the shares of common stock against certain liabilities under
the Securities Act or, if indemnity is unavailable, to contribute toward
amounts required to be paid in respect to such liabilities.
If required under the Securities Act, we will file a supplemental
prospectus disclosing the name of any selling stockholder, the name of any
broker-dealers involved in a sale, the commissions paid or discounts or
concessions allowed and other facts material to the transaction.
We may agree to pay certain costs and expenses that the selling
stockholders incur in connection with the registration of their shares, but we
expect that the selling stockholders pay all selling commissions, transfer taxes
and related charges in connection with the offer and sale of their shares.
The seller stockholders may sell the shares of common stock offered
hereby from time to time and may choose to sell less than all or none of such
shares.
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LEGAL MATTERS
The validity of the issuance of the shares of common stock offered
by this prospectus has been passed upon for us by Morgan, Lewis & Bockius
LLP, New York, New York.
EXPERTS
The audited 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 firms
as experts in giving said reports.
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WE HAVE NOT AUTHORIZED ANY PERSON TO PROVIDE INFORMATION OR MAKE ANY
REPRESENTATION ABOUT THIS OFFERING THAT IS NOT IN THIS PROSPECTUS.
PROSPECTIVE INVESTORS SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN
OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS
PROHIBITED. INFORMATION IN THIS PROSPECTUS IS CORRECT ONLY AS OF ITS DATE,
REGARDLESS OF WHEN ANY LATER OFFER OR SALE OCCURS.
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TABLE OF CONTENTS
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Available Information............................................ 2
Documents Incorporated by Reference.............................. 2
The Company...................................................... 3
Risk Factors..................................................... 4
Foward-Looking Information....................................... 7
Plan of Distribution and Selling Stockholders.................... 8
Legal Matters.................................................... 9
Experts.......................................................... 9
</TABLE>
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-Laws provide that the Company shall, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State
of Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including
attorney's 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 the Company's Certificate of Incorporation provides
that the Company's directors will not be personally liable to the Company or
its stockholders for monetary damages resulting from breaches of their
fiduciary duty as directors except (a) for any breach of the duty of loyalty
to the Company or its stockholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(c) under Section 174 of the General Corporation Law of the State of
Delaware, which makes directors liable for unlawful dividends or unlawful
stock repurchases or redemptions or (d) for transactions from which directors
derive improper personal benefit.
In accordance with Delaware law, the Company has entered into
indemnification agreements with its directors pursuant to which it has agreed
to pay certain expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement incurred by such directors in connection with
certain actions, suits or proceedings. These agreements require directors to
repay the amount of any expenses advanced if it shall be determined that they
shall not have been entitled to indemnification.
The Company maintains liability insurance for the benefit of its
directors and officers.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 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)
11
<PAGE>
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)
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
12
<PAGE>
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)
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)
13
<PAGE>
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 22. 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 the registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any other material change to
such information in the registration statement.
(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
14
<PAGE>
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) As follows: that prior to any public reoffering of the
securities registered hereunder through use of a prospectus which is a
part of this registration statement, by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect
to reofferings by persons who may be deemed underwriters, in addition
to the information called for by the other items of the applicable
form.
(7) That every prospectus (i) that is filed pursuant to
paragraph (6) immediately preceding or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as
part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(8) To respond to requests for information that is
incorporated by reference into the Prospectus pursuant to Items 4,
10(b), 11, or 13 of this Form, within one (1) business day of receipt
of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained
in documents filed subsequent to the effective date of the registration
statement through the date of responding to the request.
(9) To supply by means of a post-effective amendment all
information concerning a transaction, and the company being acquired
involved there, that was not the subject of and included in the
registration statement when it became effective.
(10) 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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
Texas, on December 17, 1999.
Date: December 17, 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 December 17, 1999
- --------------------- Executive Officer (Principal
Ed H. Bowman, Jr. Executive Officer)
/s/ DAVID LOWENSTEIN Director, Executive Vice President December 17, 1999
- --------------------
David Lowenstein -Corporate Development and Treasurer
/s/ TIMOTHY J. BARKER Senior Vice President and Chief December 17, 1999
- --------------------- Financial Officer (Principal
Timothy J. Barker Financial and Accounting Officer)
/s/ THOMAS C. WALKER Director December 17, 1999
- --------------------
Thomas C. Walker
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
<S> <C> <C>
/s/ DONALD F. MOOREHEAD, JR. Director December 17, 1999
- ----------------------------
Donald F. Moorehead, Jr.
/s/ GREGORY R. MELANSON Director December 17, 1999
- -----------------------
Gregory R. Melanson
/s/ G. MICHAEL BELLENGHI Director December 17, 1999
- ------------------------
G. Michael Bellenghi
/s/ JONATHAN B. SHAW Director December 17, 1999
- --------------------
Jonathan B. Shaw
/s/ MICHAEL J. BRADLEY Director December 17, 1999
- ----------------------
Michael J. Bradley
/s/ HON. EDWARD M. ROWELL Director December 17, 1999
- -------------------------
Hon. Edward M. Rowell
</TABLE>
17
<PAGE>
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
18
<PAGE>
Registration Statement on Form S-1 (Registration No. 33-98608)
effective January 12, 1996)
2.9 -- First Amendment to Agreement and Plan of Reorganization, dated as of
October 25, 1995, by and among F.Y.I. Incorporated, Leonard Archives
Inc., Leonard Acquisition Corp. and the Stockholders named therein
(Incorporated by reference to Exhibit 2.9 to Amendment No. 1 to the
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
19
<PAGE>
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)
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 LLP23.1--Consent of Arthur
Andersen LLP23.2--Consent of Morgan, Lewis & Bockius LLP (filed as
part of Exhibit 5) 2
23.1 -- Consent of Arthur Anderson 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>
20
<PAGE>
EXHIBIT 5
[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
December 17, 1999
F.Y.I. Incorporated
3232 McKinney Avenue
Suite 900 Dallas, Texas 75204
Re: Issuance of Shares Pursuant to
Registration Statement on Form S-4
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-4 (the "Registration
Statement") relating to the public offering by the Company of an aggregate of
3,012,217 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 By-Laws of the Company.
We have assumed that (i) the Registration Statement, and any amendments
thereto, will have become effective, (ii) the Shares will have been duly
authorized and reserved for issuance and certificates evidencing the same
will have been duly executed and delivered, against receipt of the
consideration approved by the Board of Directors of the Company or a
committee thereof which will be no less than the par value thereof, and (iii)
the Shares will be 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, when issued, will be duly authorized, validly issued,
fully paid and non-assessable.
We render the foregoing opinion 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 (the "DGCL"), the applicable
provisions of the Delaware Constitution and the reported decisions
interpreting the DGCL and the applicable provisions of the Delaware
Constitution.
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
21
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of
our reports (and to all references to our Firm) included in or made a part of
this Registration Statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
December 17, 1999
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