<PAGE> 1
================================================================================
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------------------
THE SOURCE INFORMATION MANAGEMENT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MISSOURI
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
43-1710906
(IRS EMPLOYER
IDENTIFICATION NO.)
TWO CITY PLACE DRIVE, SUITE 380, ST. LOUIS, MISSOURI 63141
(314) 995-9040
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------------
W. BRIAN RODGERS
SECRETARY AND CHIEF FINANCIAL OFFICER
THE SOURCE INFORMATION MANAGEMENT COMPANY
TWO CITY PLACE DRIVE, SUITE 380, ST. LOUIS, MISSOURI 63141
(314) 995-9040
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------------------
WITH COPY TO:
JOHN L. GILLIS, JR., ESQ.
ARMSTRONG TEASDALE LLP
ONE METROPOLITAN SQUARE, SUITE 2600
ST. LOUIS, MISSOURI 63102-2740
(314) 621-5070
-------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. | |
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. |X|
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF 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. | |
-------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
NUMBER OF PROPOSED PROPOSED
SHARES TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share............ 325,000 $19.50 $6,337,500.00 $1,674.00
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933.
-------------------------------
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.
================================================================================
<PAGE> 2
The information contained 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 the solicitation of an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION
MARCH 3, 2000
325,000 SHARES
THE SOURCE INFORMATION MANAGEMENT COMPANY
COMMON STOCK
This prospectus relates to the public offering, which will not be underwritten,
of 325,000 of our shares of common stock held by certain of our stockholders.
300,000 of the shares were issued upon the exercise of warrants held by Herbert
A. Hardt and Cameron Capital, Ltd. 25,000 of the shares will be issued to
Chestnut Display Systems, Inc. and Chestnut Display Systems - North, Inc.,
(collectively, "Chestnut") as an additional purchase price pursuant to the Asset
Purchase Agreement dated February 1, 1999, among us and Chestnut. We will issue
the shares to Chestnut if and when the additional purchase price is calculated
in accordance with the Asset Purchase Agreement. For purposes of this
prospectus, we refer to Mr. Hardt, Cameron Capital, Ltd. and Chestnut as the
selling stockholders.
The prices at which the selling stockholders may resell the shares will be
determined by the prevailing market price for the shares or in negotiated or
underwritten transactions. We will not receive any of the proceeds from the sale
of the shares.
Our common stock is quoted on the Nasdaq National Market under the symbol
"SORC." On March 2, 2000, the last reported sale price for the common stock
was $21.50.
Investing in our common stock involves risk. See "Risk Factors" beginning on
page 4.
---------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------------
The date of this prospectus is March , 2000.
<PAGE> 3
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S> <C>
Prospectus Summary.................................................................................................3
Risk Factors.......................................................................................................4
Forward-Looking Statements.........................................................................................8
Use of Proceeds....................................................................................................8
Selling Stockholder................................................................................................9
Plan of Distribution.............................................................................................. 9
Legal Matters.....................................................................................................10
Experts...........................................................................................................10
Where You Can Find More Information...............................................................................11
</TABLE>
- -----------------------------
As used in this prospectus, the terms "we," "us," "our" and "The Source" mean
The Source Information Management Company and its subsidiaries (unless the
context indicates a different meaning) and the term "common stock" means our
common stock, $0.01 par value per share. References to "U.S. Marketing" mean
U.S. Marketing Services, Inc. and its affiliates, Brand Marketing Corporation,
TCE Corporation and The Vail Companies, which we acquired in January 1999.
References to "MYCO" mean MYCO, Inc. and RY, Inc., which we acquired in February
1999. References to "Huck" mean Huck Store Fixture Company which we acquired in
September 1999.
Our principal executive offices are located at Two City Place Drive, Suite 380,
St. Louis, Missouri 63141. Our telephone number is (314) 995-9040.
In October 1997, we effected a 1-for-1.21 reverse stock split. All common share
and per share numbers in this prospectus have been restated to reflect the
split.
Our fiscal year begins on February 1st and ends on January 31st. For example,
fiscal 2000 began on February 1, 1999 and ended on January 31, 2000.
Information stated on a pro forma basis incorporated by reference in this
prospectus includes the results of operations of U.S. Marketing and MYCO as if
those acquisitions had been consummated February 1, 1997, and the results of
operations of Huck as if that acquisition had been consummated February 1, 1998.
2
<PAGE> 4
THE COMPANY
We are a leading provider of information and management services for retail
magazine sales to U.S. and Canadian retailers and magazine publishers. We are
also a leading manufacturer of display fixtures used by retailers.
Through our information services, we provide sales figures and product placement
and other related information in various formats, including print, CD-ROM and
over the Internet. This information helps users to formulate marketing,
distribution and advertising plans and to react more quickly to changing market
conditions. Our information services cover approximately 7,000 magazine titles
and are provided to over 1,000 retail chains with approximately 100,000 stores
and 500,000 checkout counters. We believe we maintain the most comprehensive and
up to date information database available for retail magazine sales and magazine
placement at checkout counters. We have expanded upon our experience with retail
magazine sales to provide similar information and services to confectioners and
vendors of general merchandise sold at checkout counters.
Through our management services, we help retailers to increase sales and
incentive payment revenues by reconfiguring and designing front-end display
racks, supervising fixture installation, selecting products and negotiating,
billing and collecting incentive payments from vendors. Historically, as part of
our services, we arranged for the manufacture of display racks for many of our
customers. Since January 1999, we acquired four display rack manufacturers.
Manufacturing display racks in our own facilities allows us to be a full-service
provider of management services for the checkout area, or "front-end," of a
customer's store. We also can integrate the design and manufacturing processes
with our clients' merchandising strategies and better manage the timing of
display rack delivery.
In September 1999 we acquired Huck, a major manufacturer and supplier of custom
wood displays and fixtures to national retailers. This acquisition enables us to
meet an increasing demand for customized wooden display fixtures from our major
retail customers. This strategic broadening of our base business provides access
to new markets, solidifies existing relationships, and further strengthens our
leading position as the front end one-stop shop for retailers.
We believe that we are well positioned to use our existing relationships with
retailers and vendors to cross-sell our information and management services and
display rack manufacturing capability.
Industry Overview. A substantial portion of the products sold in retail stores
are bought on impulse. It is therefore important to vendors that their products
be on prominent display in those areas of a store where they will be seen by the
largest number of shoppers. There are usually two such areas in a store. One is
a dedicated area called a mainline display; the other is the checkout area which
is sometimes referred to as the "front-end." Products suited to front-end
display include magazines, confections and certain general merchandise such as
razor blades, film and batteries.
Vendors of front-end products compete for favorable spaces on display racks,
which we refer to as "pockets." Some vendors make incentive payments to
retailers for favorable pocket locations. These payments may include up-front
fees to have display racks configured to provide for a vendor's desired pocket
placement, recurring pocket rental fees based on the size and location of a
product's pocket or rebate payments based on a product's sales volume.
Timely delivery of information about retailer activity at the front-end,
including timing of reconfigurations, changes in display position or the
discontinuance of a vendor's products, is important to front-end vendors. Timely
delivery of information about price changes, special promotions, new product
introductions and other vendor plans is important to retailers. We believe that
there is an increasing demand on the part of front-end vendors for more frequent
and detailed information on sales and other front-end activity.
3
<PAGE> 5
Services. We currently provide the following services:
- - In our CLAIM SUBMISSION PROGRAM, we assist U.S. and Canadian retailers to
accurately monitor, document, claim and collect incentive payments and pocket
rental fees from magazine publishers. As part of this service, we prepare claim
forms and submit them for payment, charging the retailer a negotiated percentage
of the amount collected.
- - As an extension of our Claim Submission Program, we have established our
ADVANCE PAY PROGRAM. Under this program, we pay to participating retailers a
negotiated fixed percentage of the total quarterly incentive and pocket rental
payments otherwise due the retailer. Generally, these payments are made before
we are paid by the publishers.
- - Through our Periodical Information Network (PIN), we market our database of
magazine-related industry information that we gathered through our Claim
Submission Program to magazine publishers. This information assists them in
formulating their publishing and distribution strategies. We believe that PIN is
the most extensive database available for single copy retail magazine sales
information.
- - We have developed our Interactive Communications Network (ICN) website in
response to the business communications opportunities presented by the Internet.
ICN enables magazine publishers to access information regarding pricing, new
titles, discontinued titles and display rack configuration changes on a
chain-by-chain basis. Publishers also can use ICN to promote special incentives
and advertise new publications and upcoming covers. Retailers can use ICN to
order new magazine titles and take advantage of promotions by publishers. They
also can download constantly changing information regarding prices, new titles
and the resulting changes to Uniform Product Codes. We intend to adapt ICN for
confections and general merchandise. We receive annual fees from each publisher
that subscribes to ICN. We also receive fees from publishers for advertising,
promotions and special programs on ICN.
- - Through FRONT-END MANAGEMENT, we help retailers to increase sales and
incentive payment revenues by reconfiguring and designing front-end display
racks, supervising fixture installation, selecting products, negotiating,
billing and collecting incentive payments from vendors.
- - Through FRONT-END AND POINT-OF-PURCHASE DISPLAY RACK MANUFACTURING, we design,
manufacture and deliver custom front-end and point-of-purchase displays for both
retail store chains and product manufacturers. We believe that manufacturing
display racks strengthens our ability to provide front-end management services,
and increases our access to information about magazines and other products from
retail checkout areas, which enhances our ability to provide PIN and ICN.
Our principal executive offices are located at Two City Place Drive, Suite 380,
St. Louis, Missouri 63141 and our phone number is 314-955-9040.
RISK FACTORS
You should carefully consider the following factors and other information in
this prospectus before deciding to invest in the shares.
WE DEPEND ON THE MARKETING AND DISTRIBUTION STRATEGIES OF PUBLISHERS
We derive a significant portion of our revenues from our magazine claims
submission program and our Advance Pay Program. Magazine publishers are not
under long-term contractual obligations to provide incentive programs. In
addition, some magazine publishers have distributed selected titles at
discounted prices instead of providing incentive payments. Although we do not
believe that any significant magazine publishers are doing so now, they may do
so in the future. In addition, magazine
4
<PAGE> 6
publishers may otherwise discontinue or significantly modify their incentive
programs. If any of the foregoing were to occur, it could materially harm our
business, financial condition and future results.
WE RELY ON ACCESS TO RETAIL STORE INFORMATION
Our PIN and ICN programs depend on our access to retail store information,
particularly from the checkout area. If our access to information were reduced,
the usefulness of PIN, ICN and our future information programs could be
diminished. Among other reasons, our access to information could be reduced if
publishers discontinue or modify their incentive payment programs. If our access
to information were reduced, it could materially harm our business, financial
condition and future results.
WE FACE RISKS ASSOCIATED WITH OUR ADVANCE PAY PROGRAM
Recent increases in our revenue and profitability have been due in part to our
Advance Pay Program. Under the Advance Pay Program, we usually assume the risk
otherwise borne by the retailer client that vendors will refuse or be unable to
pay incentive payments. Based on our experience with magazine incentive payment
claims, we maintain a reserve of 2% of all claims submitted to cover these
occurrences. These reserves may be inadequate. Furthermore, we finance our
Advance Pay Program in part through borrowings under our credit facility. The
availability of funds under our credit facility is, among other things,
conditioned on the maintenance of certain financial ratios. There can be no
assurance that we will be able to satisfy these conditions or that we otherwise
will be able to borrow sufficient funds under our credit facility. If our
reserve is inadequate or we are unable to finance our Advance Pay Program, our
business, financial condition and future results could be materially harmed.
OUR GROWTH STRATEGY PRESENTS RISKS
An important part of our growth strategy is to substantially increase our
revenues from information based services, particularly ICN, and from front-end
management services. Although these categories of services use both the
expertise that we have gained from providing other services and our
relationships with retailers and vendors, we may not be able to successfully
continue to implement these parts of our growth strategy. Factors which could
limit our ability to increase our revenues from these services include, among
others, insufficient demand from retailers and vendors and competition. If we
fail to implement these or other portions of our growth strategy, it could
materially harm our business and future results.
Additionally, an important part of our growth strategy is to provide U.S. and
Canadian magazine sales information more frequently and on a store-by-store
basis. Currently, we are able to obtain weekly store-by-store data only in
Canada. There can be no assurance that we will be able to obtain such specific
information for additional stores or that the information that we currently are
able to obtain will be available to us in the future. If we are unable to obtain
such magazine sales information, more frequently and on a store-by-store basis,
it could materially harm our business and future results.
WE MAY EXPERIENCE INCREASED COMPETITION
We face significant competition for many of our services. For example, we have a
substantial number of direct competitors for our claims submission program, all
of which are closely-held private companies. We also compete with five other
manufacturers for our front-end display rack manufacturing business. There also
are a substantial number of competitors for our point-of-purchase rack business,
many of which are national in scope. Any of these competitors could also compete
for our front-end display rack business.
5
<PAGE> 7
In addition, some of our information and management services may be performed
directly by our retailer customers or by vendors, distributors or other
information service providers. Other organizations, including ACNielsen,
Information Resources and Audit Bureau of Circulations, also collect sales data
from retail stores. While none of these organizations currently compete with us,
any one of them could do so. If any of them were to compete with us, given their
experience in collecting information and their industry reputation, they could
be a formidable competitor.
Our competitors also may introduce services that are perceived by our clients to
be more attractive than those we provide. In addition, many of our current and
possible competitors have substantially greater financial resources than we do.
Competitive pressures may result in a decrease in the number of clients we serve
and a decrease in our revenues. Either of these could materially harm our
business, financial condition and future results.
WE FACE RISKS RELATED TO ACQUISITIONS
Making additional strategic acquisitions is a part of our strategy. Our ability
to make acquisitions will depend upon our identifying attractive acquisition
candidates and, if necessary, obtaining financing on satisfactory terms.
Acquisitions, including those that we have already made, can present a number of
challenges. These include the following:
- - potential distraction to management;
- - integrating the acquired business's financial, computer, payroll and other
systems into our own;
- - implementing additional controls and information systems appropriate to a
growing company;
- - unanticipated liabilities or contingencies from the acquired company; and
- - reduced earnings due to increased goodwill amortization, increased interest
costs and costs related to integration.
Furthermore, we may pay for acquisitions using our common stock, which would
dilute our stockholders' ownership interests.
If we are unsuccessful in meeting the challenges arising out of our
acquisitions, our business, financial condition and future results could be
materially harmed.
WE MAY FACE RISKS IN CONNECTION WITH OUR NEWLY-ACQUIRED MANUFACTURING OPERATIONS
We have recently acquired seven fixture manufacturers. We have no prior
experience in operating manufacturing facilities and therefore must rely on the
experience and management abilities of their management teams and recently hired
employees to oversee these operations. If we are not able to successfully
integrate these facilities into our operations or operate these facilities
profitably, it could result in material harm to our business, financial
condition and future results. During the nine month period ended October 31,
1999, the manufacturing segment of our business provided 77.6% of our total
revenue.
WE HAVE A CONCENTRATED CLIENT BASE
During fiscal 1999, three customers accounted for approximately 38% of revenues.
One of these customers, Food Lion, Inc., accounted for approximately 27% of
revenues. Most of our services are performed under short-term contracts, thus
permitting our clients to obtain services from other
6
<PAGE> 8
providers without further obligation to us. If we experience a significant
reduction in business from our clients it may result in material harm to our
business, financial condition and future results.
WE DEPEND ON KEY PERSONNEL
We depend upon the services of our senior management team, the loss of certain
members of which could adversely affect our business and the implementation of
our growth strategy. This in turn could materially harm our financial condition
and future results. Although we have employment agreements with certain of our
senior officers, the services of these individuals or other members of our
operating or senior management may not continue to be available us.
WE FACE RISKS ASSOCIATED WITH THE INTERNET
Our ICN service involves the transmission of information over the Internet. Our
ability to provide this service therefore depends in part on the reliability of
Internet service providers, which from time to time have operational problems
and experience service outages. In addition, ICN may be vulnerable to
unauthorized access, computer viruses and other disruptive problems, including
security breaches by computer hackers, despite our implementation of security
measures. Furthermore, the widespread commercial use of the Internet is a
relatively new development and critical issues regarding the stability of the
Internet's infrastructure remain unresolved. The rapid rise in the number of
Internet users continue to place increasing strains on the Internet's
communication and transmission infrastructures. Over time, this could lead to
significant reductions in transmission speeds and reliability of the Internet,
which could reduce Internet usage by businesses. Any of the foregoing could
impair customer satisfaction with ICN, which could lead to a loss of customers
for this service.
WE HAVE LIMITED PROTECTION OF OUR PROPRIETARY TECHNOLOGY
We rely on a combination of copyright, trade secret and trademark laws to
protect our proprietary rights. We are also in the process of seeking patent
protection for aspects of our ICN, PIN and SourcePro innovations. Existing
copyright laws afford only limited protection. In addition, we may not be
successful in obtaining the patent protection we seek. If we do achieve patent
protection, the patents may not be broad enough to provide meaningful protection
to our services. Also, it may be possible for third parties to copy our services
or to reverse engineer or otherwise obtain and use information that we regard as
proprietary. If third parties are able to use information that we regard as
proprietary, our business, financial condition and future results could suffer
material harm.
WE HAVE LIMITATIONS ON A CHANGE OF CONTROL
Our Articles of Incorporation and By-Laws contain provisions that could reduce
the likelihood of a change of control or acquisition of The Source. This could
limit your ability to sell your shares at a premium or otherwise affect the
price of our common stock. These provisions:
- - provide for a classified Board of Directors;
- - permit the Board to issue up to 2 million shares of preferred stock and to
determine the price, rights, preferences, privileges and restrictions of
that preferred stock;
- - permit the Board to issue up to 40 million shares of common stock;
- - permit the Board to increase its own size and fill the resulting vacancies;
- - limit the removal of directors by the stockholders to removal for cause;
7
<PAGE> 9
- - limit the persons who may call special meetings of stockholders; and
- - establish advance notice requirements for nominations for election to the
Board of Directors or for proposing matters that can be acted on by
stockholders at stockholder meetings.
THERE MAY BE VOLATILITY IN OUR STOCK PRICE
The market price of our common stock has fluctuated significantly. The market
price of our common stock could be subject to significant fluctuations in the
future based on factors such as announcements of new services, additions or
departures of key personnel, quarterly fluctuations in our financial results,
changes in analysts' estimates of our financial performance, general conditions
in our industry and conditions in the financial markets. In addition, the stock
market in general has experienced extreme price and volume fluctuations, and the
market price of our common stock could be subject to these fluctuations for
reasons unrelated to our operating performance and condition.
FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus contains forward-looking statements
within the meaning of the federal securities laws. These statements may be found
under "Prospectus Summary" and "Risk Factors." Forward-looking statements
typically are identified by use of terms such as "may," "will," "expect,"
"anticipate," "estimate" and similar words, although some forward-looking
statements are expressed differently. You should be aware that our actual
results could differ materially from those contained in forward-looking
statements due to a number of factors, including:
- - Our dependence on the marketing and distribution strategies of publishers
and other vendors;
- - Our ability to access checkout area information;
- - Risks associated with our Advance Pay Program, including problems
collecting incentive payments from publishers;
- - Demand for our display fixtures;
- - Our ability to successfully implement our growth strategy;
- - Competition;
- - Our ability to effectively manage our expansion; and
- - General economic and business conditions nationally, in our markets and in
our industry.
You should also consider carefully the statements under "Risk Factors" and other
sections of this prospectus, which address additional factors that could cause
our actual results to differ from those set forth in the forward-looking
statements.
USE OF PROCEEDS
We received an aggregate of $1,950,000 from Mr. Hardt and Cameron Capital, Ltd.
upon the exercise of their warrants, which we will use for working capital. We
will not receive any proceeds from the resale of the shares by the selling
stockholders. The selling stockholders will reimburse us for all costs and
expenses incurred in connection with the registration of the resale of the
shares of common stock under the Securities Act. The selling stockholders will
pay the costs associated with any sales of the shares of common stock, including
any discounts, commissions and applicable transfer taxes.
8
<PAGE> 10
SELLING STOCKHOLDERS
The following table sets forth the number of shares that are owned by each of
the selling stockholders. None of the selling stockholders has had a material
relationship with us within the last three years other than as a result of the
ownership of our shares or other securities. No estimate can be given as to the
amount of shares that will be held by the selling stockholders after completion
of this offering because the selling stockholders may offer all or some of the
shares and because there are currently no agreement, arrangements or
understanding with respect to the resale of any of the shares. The shares
offered by this prospectus may be offered from time to time by the selling
stockholders named below.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED REGISTERED FOR
NAME OF SELLING STOCKHOLDER BEFORE THIS OFFERING(1) SALE HEREBY(2)
--------------------------- --------------------- ------------
<S> <C> <C>
Herbert A. Hardt 183,334 150,000
Cameron Capital, Ltd. 395,700(3) 150,000
Chestnut Display Systems, Inc. and Chestnut 25,000(4) 25,000
Display Systems - North, Inc.
</TABLE>
(1)The aggregate number represents less than 1% of our common stock.
(2)This registration statement also shall cover any additional shares of common
stock which may become issuable in connection with the shares registered for
sale hereby by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration which
results in an increase in the number of our outstanding shares of common stock.
(3)Includes 150,000 which may be purchased pursuant to an exercisable warrant.
(4)Includes 25,000 shares to be issued to Chestnut pursuant to the Asset
Purchase Agreement which is the maximum number of shares to be issued. The exact
number of shares, if any, will be determined when the additional purchase price
is calculated in accordance with the Asset Purchase Agreement.
The shares offered for resale by Mr. Hardt and Cameron Capital, Ltd. were
acquired from us at a purchase price of $10.00 per share and $3.00 per share,
respectively, upon exercise of warrants to purchase shares from us.
PLAN OF DISTRIBUTION
The selling stockholders, or pledgees, donees, transferees or other
successors-in-interest selling shares recovered from a named selling shareholder
as a gift, corporate distribution or other non-sale-related transfer after the
date of this Prospectus, may resell the shares from time to time. The selling
stockholders will act independently of us in making decisions with respect to
the timing, manner and size of each resale. The resales may be made on one or
more exchanges or in the over-the-counter market or otherwise, at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. The selling stockholders may effect such
transactions by selling the shares to or through broker-dealers. The shares may
be sold by one or more of, or a combination of, the following:
- - Ordinary brokers' transactions which may include long or short sales,
9
<PAGE> 11
- - Transactions involving cross or blocked trades or otherwise on the Nasdaq
National Market,
- - Purchases by brokers, dealers or underwriters as principal and resale by
such purchasers for their own accounts pursuant to this prospectus,
- - "At the market" to or through market makers or into established trading
markets.
To the extent required, this prospectus may be amended or supplemented from time
to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the selling stockholders may arrange for other
broker-dealers to participate in the resales.
The selling stockholders may enter into hedging transactions with broker-dealers
in connection with distributions of the shares or otherwise. In these
transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with the selling stockholders. The
selling stockholders may also sell the shares short and redeliver the shares to
close out such short positions. The selling stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The selling stockholders may
also loan or pledge the shares to a broker-dealer. The broker-dealer may sell
the shares so loaned, or upon a default, the broker-dealer may sell the pledged
shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of commissions,
discounts or concessions from the selling stockholders or purchasers of the
common stock for whom such broker-dealers may act as agent, or to whom they may
sell as principal, or both (which compensation to a particular broker-dealer may
be less than or in excess of customary commissions). The selling stockholders
and any broker-dealers or other persons who act in connection with the sale of
the common stock hereunder may be deemed to be "underwriters" within the meaning
of the Securities Act, and any commission they receive and proceeds of any sale
of such shares may be deemed to be underwriting discounts and commissions under
the Securities Act. In addition, because the selling stockholders may be deemed
to be "underwriters," the selling stockholders will be subject to the prospectus
delivery requirements of the Securities Act. Neither we nor the selling
stockholders can presently estimate the amount of such compensation. We know of
no existing arrangements between the selling stockholders and any other
stockholders, broker-dealer or agent relating to the sale or distribution of the
shares of common stock.
The selling stockholders and any other persons participating in the sale or
distribution of the common stock will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the common stock by the
selling stockholders or any other such persons. The foregoing may affect the
marketability of the shares.
The selling stockholders will pay all of the expenses in connection with the
registration, offering and sale of the common stock to the public, including
commissions or discounts of broker-dealers or agents.
LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus will be
passed upon for us by Armstrong Teasdale LLP, St. Louis, Missouri.
EXPERTS
The consolidated financial statements of The Source Information Management
Company as of January 31, 1999 and for the fiscal years ended January 31, 1998
and 1999 incorporated by reference in this prospectus have been audited by BDO
Seidman, LLP, independent certified public accountants, and
10
<PAGE> 12
are incorporated herein in reliance upon such report given upon the authority of
said Firm as experts in accounting and auditing.
The consolidated financial statements of U.S. Marketing Services, Inc. as of
December 31, 1998 and for the period from March 25, 1998 through December 31,
1998 incorporated by reference in this prospectus have been audited by BDO
Seidman, LLP, independent certified public accountants, and are incorporated
herein in reliance upon such report given upon the authority of said Firm as
experts in accounting and auditing.
The combined financial statements of Brand Manufacturing Corp. and T.C.E.
Corporation as of May 20, 1998 and for the period from January 1, 1998 through
May 20, 1998 incorporated by reference in this prospectus have been audited by
BDO Seidman, LLP, independent certified public accountants, and are incorporated
herein in reliance upon such report given upon the authority of said Firm as
experts in accounting and auditing.
The financial statements of Brand Manufacturing Corp. as of December 31, 1997,
and for the year ended December 31, 1997 incorporated in this prospectus and
Registration Statement of The Source Information Management Company have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report on these financial statements incorporated in this prospectus, and are
included in reliance upon this report given upon the authority of Ernst & Young
LLP as experts in auditing and accounting.
The financial statements of T.C.E. Corporation as of December 31, 1997, and for
the year ended December 31, 1997 incorporated in this prospectus and
Registration Statement of The Source Information Management Company have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
on these financial statements incorporated in this prospectus, and are included
in reliance upon this report given upon the authority of Ernst & Young LLP as
experts in auditing and accounting.
The combined financial statements of MYCO, Inc. and RY, Inc. as of December 31,
1997 and 1998 and for the years ended December 31, 1997 and 1998 incorporated in
this prospectus and Registration Statement of The Source Information Management
Company have been audited by Altschuler, Melvoin and Glasser LLP, independent
auditors, as set forth in their report on these financial statements
incorporated in this prospectus, and are included in reliance upon this report
given upon the authority of Altschuler, Melvoin and Glasser LLP as experts in
auditing and accounting.
The financial statements of Huck Store Fixture Company and Subsidiary as of
November 8, 1997 and November 7, 1998 and for the years ended November 8, 1997
and November 7, 1998 incorporated in this prospectus and Registration Statement
of The Source Information Management Company have been audited by McGladrey &
Pullen, LLP, independent auditors, as set forth in their report on these
financial statements incorporated in this prospectus, and are included in
reliance upon this report given upon the authority of McGladrey & Pullen, LLP as
experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We filed a registration statement on Form S-3 with the Securities and Exchange
Commission in connection with this offering. In addition, we file annual,
quarterly and current reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy the registration
statement and any other documents filed by us at the Securities and Exchange
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the Public Reference Room. Our Securities and Exchange
Commission filings are also available to the public at the Securities and
Exchange Commission's Internet site at http://www.sec.gov. In addition, reports,
11
<PAGE> 13
proxy statements and other information concerning us may be inspected at the
offices of the Nasdaq Stock Market, 1735 K Street N.W., Washington, D.C. 20549,
on which the common stock is quoted.
This prospectus is part of the registration statement and does not contain all
of the information included in the registration statement. Whenever a reference
is made in this prospectus to any contract or other document of ours, the
reference may not be complete and you should refer to the exhibits that are a
part of the registration statement for a copy of the contract or document.
The Securities and Exchange Commission allows us to "incorporate by reference"
into this prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those documents.
Information incorporated by reference is part of this prospectus. Later
information filed with the Securities and Exchange Commission will update and
supersede this information.
We incorporate by reference the documents listed below and any future filing
made with the Securities and Exchange Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until this offering is
completed:
- Annual Report on Form 10-KSB for the year ended January 31, 1999;
- Current Reports on Form 8-K filed on March 11, 1999 and October 6,
1999, and on Form 8-K/A filed on March 23, 1999, May 12, 1999, June
10, 1999, June 25, 1999 and December 2, 1999.
- The description of our common stock in our Registration Statement on
Form S-2 filed with the Commission on April 23, 1999.
- Amendment to Annual Report on Form 10KSB/A for the year ended January
31, 1999, filed on June 10, 1999.
- Quarterly Reports on Form 10-Q for the quarters ended April 30, 1999,
July 31, 1999 and October 31, 1999.
You may request a copy of these filings, at no cost, by contacting us at:
The Source Information Management Company
Two City Place Drive, Suite 380
St. Louis, Missouri 63141
Attention: W. Brian Rodgers
Telephone number: (314) 995-9040
12
<PAGE> 14
- --------------------------------------------------------------------------------
THE SOURCE INFORMATION
MANAGEMENT COMPANY
325,000 SHARES
COMMON STOCK
-------------------
P R O S P E C T U S
-------------------
March , 2000
- --------------------------------------------------------------------------------
We have not authorized any person to make a statement that differs from what is
in this prospectus. If any person does make a statement that differs from what
is in this prospectus, you should not rely on it. This prospectus is not an
offer to sell nor is it seeking an offer to buy these securities in any state in
which the offer or sale is not permitted. The information contained in this
prospectus is complete and accurate as of its date, but the information may
change after that date.
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The selling stockholders will pay all costs and expenses incurred in connection
with the registration of the resale of the shares of common stock under the
Securities Act, as well as the costs associated with any sales of the shares of
common stock, including any discounts, commissions and applicable transfer
taxes. The following is an itemized statement of the estimated amounts of all
expenses payable by the selling stockholders in connection with the registration
of the shares of common stock offered hereby:
<TABLE>
<S> <C>
SEC Registration Fee....................................... $ 1,674
Printing Expenses.......................................... 1,000
Legal Fees and Expenses.................................... 10,000
Auditors' Fees and Expenses................................ 10,000
Transfer Agent and Registrar Fees.......................... 1,000
Miscellaneous Expenses..................................... 1,326
----------
Total $ 25,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355 of the Missouri General and Business Corporation Law and Article
Eight of The Source's Bylaws provide for indemnification of the Registrant's
directors, officers and employees in a variety of circumstances, which may
include liabilities under the Securities Act. The Registrant also maintains
directors' and officers' liability insurance.
The Source has entered into an indemnification agreement with its directors and
certain of its executive officers. The form of indemnity agreement provides that
such persons will be indemnified to the full extent permitted by applicable law
against all expenses (including attorneys' fees), judgments, fines, penalties
and amounts paid in settlement of any threatened, pending or completed action,
suit or proceeding, on account of such person's services as a director or
executive officer of The Source or any other company or enterprise in which he
is serving at the request of The Source, or as a guarantor of any debt of The
Source. To the extent the indemnification provided under the agreement exceeds
that permitted by applicable law, indemnification may be unenforceable or may be
limited to the extent it is found by a court of competent jurisdiction to be
contrary to public policy.
The Source has procured and intends to maintain a policy of insurance under
which the directors and officers of The Source will be insured, subject to the
limits of the policy, against certain losses arising from claims made against
such directors and officers by reason of any acts or omissions covered under
such policy in their respective capacities as directors or officers.
II - 1
<PAGE> 16
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
3.1 Articles of Incorporation(1)
3.2 Bylaws(1)
3.3 Amendment to Articles of Incorporation(2)
3.4 Amendments to Bylaws(2)
3.5 Amendment to Articles of Incorporation(3)
3.6 Amendment to Articles of Incorporation(4)
4.1 Form of Common Stock Certificate(2)
4.2 Form of Representative's Warrants(2)
4.3 Form of Privately Issued Warrant(2)
5.1 Opinion of Armstrong Teasdale LLP*
23.1 Consent of BDO Seidman, LLP* (Source)
23.2 Consent of BDO Seidman, LLP* (U.S. Marketing)
23.3 Consent of BDO Seidman, LLP* (Brand and T.C.E.)
23.4 Consent of Ernst & Young LLP* (Brand)
23.5 Consent of Ernst & Young LLP* (T.C.E.)
23.6 Consent of Altschuler, Melvoin and Glasser LLP* (Myco and Ry)
23.7 Consent of McGladrey & Pullen, LLP* (Huck Store Fixture Company)
23.8 Consent of Armstrong Teasdale LLP (included in Exhibit 5.1)
24.1 Power of Attorney(5)
</TABLE>
- -------------------
* Filed herewith.
(1) Incorporated by reference to Registration Statement on Form 10-SB (File no.
0-26238)
(2) Incorporated by reference to Registration Statement on Form SB-2 (File no.
333-32733)
(3) Incorporated by reference to Form 10-KSB for the fiscal year ended January
31, 1996
(4) Incorporated by referenced to Form 10-KSB for the fiscal year ended January
31, 1999
(5) This exhibit is contained on the signature page hereof.
(b) FINANCIAL STATEMENT SCHEDULES.
None.
II - 2
<PAGE> 17
ITEM 17. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes that:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
registration statement, or the most recent post-effective amendment thereof,
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
C. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II - 3
<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 County of St. Louis and State of Missouri on the 22nd day of
February, 2000.
The Source Information Management Company
By: /s/ S. Leslie Flegel
----------------------------------------
S. Leslie Flegel
Chairman of the Board
and Chief Executive Officer
Each person whose signature appears below constitutes and appoints S. Leslie
Flegel and W. Brian Rodgers his true and lawful attorneys-in-fact and agents,
each acting alone, with full powers of substitution and re-substitution for him
or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement and to sign a Registration Statement pursuant to Section
462(b) of the Securities Act, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his 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 below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ S. Leslie Flegel Chairman of the Board, Chief February 22, 2000
- ------------------------------------ Executive Officer and Director
S. Leslie Flegel (Principal Executive Officer)
/s/ W. Brian Rodgers Secretary, Chief February 28, 2000
- ------------------------------------ Financial Officer (Principal
W. Brian Rodgers Financial Officer and
Principal Accounting Officer)
/s/ Richard A. Jacobson Vice Chairman, Chief Operating February 22, 2000
- ------------------------------------ Officer and Director
Richard A. Jacobson
</TABLE>
II - 4
<PAGE> 19
<TABLE>
<S> <C> <C>
/s/ William H. Lee Vice Chairman, Chairman February 25, 2000
- ------------------------------------- of the Executive Committee
William H. Lee and Director
/s/ Robert Aders Director February 18, 2000
- -------------------------------------
Robert Aders
/s/ Harry L. Franc, III Director February 18, 2000
- -------------------------------------
Harry L. Franc, III
/s/ Aron Katzman Director February 18, 2000
- -------------------------------------
Aron Katzman
/s/ Randall S. Minix Director February 18, 2000
- ------------------------------------
Randall S. Minix
/s/ George W. Off Director February 22, 2000
- ------------------------------------
George W. Off
</TABLE>
II - 5
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
3.1 Articles of Incorporation(1)
3.2 Bylaws(1)
3.3 Amendment to Articles of Incorporation(2)
3.4 Amendments to Bylaws(2)
3.5 Amendment to Articles of Incorporation(3)
3.6 Amendment to Articles of Incorporation(4)
4.1 Form of Common Stock Certificate(2)
4.2 Form of Representative's Warrants(2)
4.3 Form of Privately Issued Warrant(2)
5.1 Opinion of Armstrong Teasdale LLP*
23.1 Consent of BDO Seidman, LLP* (Source)
23.2 Consent of BDO Seidman, LLP* (U.S. Marketing)
23.3 Consent of BDO Seidman, LLP*(Brand and T.C.E.)
23.4 Consent of Ernst & Young LLP*(Brand)
23.5 Consent of Ernst & Young LLP*(T.C.E.)
23.6 Consent of Altschuler, Melvoin and Glasser LLP* (Mycro and Ry)
23.7 Consent of McGladrey & Pullen, LLP* (Huck Store Fixture Company)
23.8 Consent of Armstrong Teasdale LLP (included in Exhibit 5.1)
24.1 Power of Attorney(5)
</TABLE>
- -----------------------
* Filed herewith.
(1) Incorporated by reference to Registration Statement on Form 10-SB (File no.
0-26238)
(2) Incorporated by reference to Registration Statement on Form SB-2 (File no.
333-32733)
(3) Incorporated by reference to Form 10-KSB for the fiscal year ended January
31, 1996
(4) Incorporated by referenced to Form 10-KSB for the fiscal year ended January
31, 1999
(5) This exhibit is contained on the signature page hereof.
II - 6
<PAGE> 1
EXHIBIT 5
ARMSTRONG, TEASDALE LLP Attorneys at Law
One Metropolitan Square, Suite 2600
St. Louis, Missouri 63102-2740
Phone: (314) 621-5070
Fax: (314) 621-5065
www.armstrongteasdale.com
March 3, 2000
Board of Directors
The Source Information Management Company
Two City Place Drive, Suite 380
St. Louis, Missouri 63141
We are counsel for The Source Information Management Company, a Missouri
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of 325,000
shares of common stock, par value $.01 per share (the "Shares"), to be issued by
the Company to Herbert A. Hardt and Cameron Capital, Ltd. upon the exercise of
warrants (the "Warrants") and to Chestnut Display Systems, Inc. and Chestnut
Display Systems - North, Inc. (collectively, "Chestnut") pursuant to an Asset
Purchase Agreement dated February 1, 1999 among the Company and Chestnut (the
"Asset Purchase Agreement"). A Registration Statement on Form S-3 (the
"Registration Statement") with respect to the Shares is being filed concurrently
herewith with the Securities and Exchange Commission.
As counsel, we have reviewed the Warrants, the Asset Purchase Agreement and
the organizational documents of the Company, including the Articles of
Incorporation and Bylaws as amended to date, and the records of corporate
proceedings and other actions taken by the Company in connection with the
authorization, issuance and sale of the Shares. Where questions of fact material
to the opinions hereinafter expressed were not independently established, we
have relied upon statements of officials of the Company. We have assumed the
genuineness of all signatures and the authenticity of all items submitted to us
as originals and the conformity with originals of all items submitted to us as
copies.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Missouri.
2. The Shares to be issued pursuant to the Warrants and the Asset Purchase
Agreement are duly and validly authorized.
3. When the Shares are issued by the Company in accordance with the
provisions of the Warrants and the Asset Purchase Agreement, such Shares will be
duly and validly issued, fully paid and nonassessable.
We hereby consent to filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
/s/ARMSTRONG TEASDALE LLP
II - 7
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
The Source Information Management Company
St. Louis, Missouri
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our report
dated April 16, 1999, relating to the consolidated financial statements and
schedules of The Source Information Management Company appearing in the
Company's Annual Report on Form 10KSB/A for the year ended January 31, 1999.
We also consent to the reference to use under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
St. Louis, Missouri
March 3, 2000
II - 8
<PAGE> 1
EXHIBIT 23.2
Consent of Independent Certified Public Accountants
The Source Information Management Company
St. Louis, Missouri
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of The Source
Information Management Company of our report dated March 9, 1999, relating to
the financial statements U.S. Marketing Services, Inc. and subsidiaries for
March 25, 1998 (inception) through December 31, 1998 and appearing in the
Company's current report on Form 8-K/A dated June 10, 1999.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
New York, New York
March 3, 2000
II - 9
<PAGE> 1
EXHIBIT 23.3
Consent of Independent Certified Public Accountants
The Source Information Management Company
St. Louis, Missouri
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of The Source
Information Management Company of our report dated March 9, 1999, relating to
the combined financial statements of Brand Manufacturing Corp. and T.C.E.
Corporation for the period January 1, 1998 through May 20, 1998 appearing in the
Company's current report on Form 8-K/A dated June 10, 1999.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
New York, New York
March 3, 2000
II - 10
<PAGE> 1
Exhibit 23.4
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-XXXXX) and related Prospectus of The
Source Information Management Company for the registration of 325,000 shares of
its common stock and to the incorporation by reference therein of our report
dated April 17, 1998, with respect to the financial statements of Brand
Manufacturing Corp. included in The Source Information Management Company's
Annual Report (Form 10-KSB/A) for the year ended January 31, 1999 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
March 3, 2000
II - 11
<PAGE> 1
Exhibit 23.5
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-XXXXX) and related Prospectus of The
Source Information Management Company for the registration of 325,000 shares of
its common stock and to the incorporation by reference therein of our report
dated April 17, 1998, with respect to the financial statements of T.C.E.
Corporation included in The Source Information Management Company's Annual
Report (Form 10-KSB/A) for the year ended January 31, 1999 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
March 3, 2000
II - 12
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Source Information Management Company
St. Louis, Missouri
We hereby consent to the incorporation by reference in this Form S-3
Registration Statement of The Source Information Management Company of our
report dated May 3, 1999, relating to the combined financial statements of MYCO,
Inc. and RY, Inc., which is included in the current report on Form 8-K/A filed
by The Source Information Management Company on June 24, 1999.
We also consent to the reference to use under the caption "Experts" in the
Prospectus constituting a part of the Registration Statement.
/s/ Altschuler, Melvoin and Glasser LLP
Rolling Meadows, Illinois
March 1, 2000
II - 13
<PAGE> 1
EXHIBIT 23.7
CONSENT OF McGLADREY & PULLEN, LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Form S-3 Registration
Statement pertaining to The Source Information Management Company of our report
dated December 23, 1998, except as to Note 11 as to which the date is September
27, 1999, with respect to the financial statements of Huck Store Fixture Company
and Subsidiary included in the Form 8-K filed by The Source Information
Management Company on December 2, 1999.
We also consent to the reference to use under the caption "Experts" in the
Prospectus constituting a part of the Registration Statement.
/s/ McGladrey & Pullen, LLP
Springfield, Illinois
March 3, 2000
II - 14
