-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A5lz4unzW46QmDsbf+sOmyU+zZCPqwladP+vgWVc43sNHoYLqo6WCDjVADzKGyz+ eQKTym+GpkjTNezTJ+gvrQ== 0000950134-99-004833.txt : 19990624 0000950134-99-004833.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950134-99-004833 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FYI INC CENTRAL INDEX KEY: 0000936931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752560895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-79303 FILM NUMBER: 99635026 BUSINESS ADDRESS: STREET 1: 3232 MCKINNEY AVE STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 2149537555 MAIL ADDRESS: STREET 1: 3232 MCKINNEY AVE STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75204 S-3 1 FORM S-3 1 As filed with the Securities and Exchange Commission on May 26, 1999 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- F.Y.I. INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 75-2560895 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3232 MCKINNEY AVENUE, SUITE 900 DALLAS, TEXAS 75204 (214) 953-7555 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------- ED H. BOWMAN, JR. PRESIDENT AND CHIEF EXECUTIVE OFFICER F.Y.I. INCORPORATED 3232 MCKINNEY AVENUE, SUITE 900 DALLAS, TEXAS 75204 (214) 953-7555 (Name, address, including zip code, and telephone number, including area code, of agent for service of process) ------------- Copies to: CHRISTOPHER T. JENSEN, ESQ. MORGAN, LEWIS & BOCKIUS LLP 101 PARK AVENUE NEW YORK, NEW YORK 10178 TEL: (212) 309-6000 FAX: (212) 309-6273 -------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ================================================================================ CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED SECURITY(1) PRICE(1) REGISTRATION - ----------------------- ------------ ------------------- ------------------ ------------ Common Stock, par value $.01 per share 613,247 $28.00 $17,170,916 $4,774
(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and based upon the closing price of the Common Stock reported on the Nasdaq National Market on May 25, 1999. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. 2 613,247 SHARES F.Y.I. INCORPORATED COMMON STOCK --------------- This prospectus relates to the offer and sale of 613,247 shares of common stock of F.Y.I. Incorporated ("F.Y.I.") by certain of our stockholders. We will not receive any of the proceeds from the sale of the shares offered hereby. All expenses of registration of the shares which may be offered hereby under the Securities Act will be paid by us (other than underwriting discounts and selling commissions, and fees and expenses of advisors to any of the Selling Stockholders). Our common stock is traded on the Nasdaq National Market under the symbol "FYII." On May 25, 1999, the closing price of the common stock as reported on the Nasdaq National Market was $28.00. THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" COMMENCING ON PAGE 2 HEREOF. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THE DATE OF THIS PROSPECTUS IS MAY __, 1999 2 3 RISK FACTORS AN INVESTMENT IN F.Y.I. INVOLVES A SIGNIFICANT DEGREE OF RISK. YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN ADDITION TO OTHER INFORMATION INCLUDED IN THIS PROSPECTUS BEFORE MAKING AN INVESTMENT IN OUR COMMON STOCK. WE MAY NOT BE ABLE TO EFFECTIVELY INTEGRATE ALL OF OUR OPERATING COMPANIES Our growth and future financial performance depend on our ability to integrate all of our operating companies. We may not achieve integration unless we effectively combine the operations of all our operating companies. A number of our operating companies offer different services, use different capabilities and technologies and target different geographic markets and client segments. These differences increase the risk in successfully completing the integration of our operating companies. We need to centralize certain functions to achieve cost savings and develop programs and processes that will promote cooperation and the sharing of opportunities and resources. Any difficulties we encounter in the integration process could adversely affect us and we cannot assure you that the operating results of the Company will match or exceed the combined individual operating results achieved by our operating companies prior to their acquisition. WE MAY NOT BE ABLE TO MANAGE OUR RAPID GROWTH We cannot be sure that our management group will effectively be able to oversee F.Y.I. and implement our operating or growth strategies. Further, to the extent that we are able to implement fully our acquisition strategy, the resulting growth of F.Y.I. will place significant demands on management and on our internal systems and controls. We cannot assure you that our management group will effectively be able to direct F.Y.I. through a period of significant growth. In addition, we cannot assure you that our current systems will be adequate for our future needs or that we will be successful in implementing new systems. WE NEED TO BE ABLE TO ACQUIRE COMPANIES SUCCESSFULLY Our primary growth strategy is the acquisition of additional companies that will complement our existing businesses. We cannot assure you that we will be able to identify or reach mutually agreeable terms with acquisition candidates and their owners, or that we will be able to profitably manage additional businesses or successfully integrate such additional businesses into us without substantial costs, delays or other problems. Acquisitions may involve a number of special risks including: (a) adverse short-term effects on our reported operating results; (b) diversion of management's attention; (c) dependence on retention, hiring and training of key personnel; (d) risks associated with unanticipated problems or legal liabilities; and (e) amortization of acquired intangible assets. Some or all of these risks could have a material adverse effect on our operations and financial performance. In addition, to the extent that consolidation becomes more prevalent in the industry, the prices for attractive acquisition candidates may be bid up to higher levels. In any event, we cannot assure you that businesses acquired in the future will achieve sales and profitability that justify the investment therein. WE WILL NEED TO FINANCE OUR POTENTIAL GROWTH THROUGH ACQUISITIONS We currently intend to finance future acquisitions by using cash and our common stock for all or a portion of the consideration to be paid. In the event that our common stock does not maintain sufficient value, or potential acquisition candidates are unwilling to accept our common stock as consideration for the sale of their businesses, we may be required to use more cash, if available, in order to continue our acquisition program. If we do not have sufficient cash, our growth could be limited unless we are able to obtain capital through additional debt or equity financings. Under our line of credit with Banque Paribas (the "1998 Credit Agreement"), F.Y.I. and our subsidiaries could borrow, on a revolving credit basis, loans in an aggregate outstanding principal amount of $100.0 million for working capital, general corporate purposes and acquisitions, subject to certain restrictions in our line of credit. As of April 30, 1999, the availability under the line of credit was $53.2 million. We cannot assure you, however, that funds available under our line of credit will be sufficient for our needs. 3 4 THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE The price of our common stock may be volatile. Our quarterly results of operations may vary materially as a result of the timing and structure of our acquisitions, the timing and magnitude of costs related to acquisitions, the gain or loss of material client relationships and variations in the prices charged by us for our services. In addition, since a significant portion of our revenue is generated on a project-by-project basis, the timing or completion of material projects could result in fluctuations in our results of operations for particular quarterly periods. Fluctuations in operating results may adversely affect the market price of our common stock. The market price for our common stock may also fluctuate in response to material announcements by us or our significant clients or competitors, changes in the economic or other conditions impacting our targeted client segments or changes in general economic conditions. Further, the securities markets have experienced significant price and volume fluctuations from time to time that have often been unrelated or disproportionate to the operating performance of particular companies. These broad fluctuations may adversely affect the market price of our common stock. WE DEPEND ON CERTAIN CLIENT INDUSTRIES AND TECHNOLOGY We derive our revenue primarily from document and information intensive industries. Fundamental changes in the business practices of any of these client industries, whether due to regulatory, technological or other developments, could cause a material reduction in demand by our clients for the services offered by us. Any reduction in demand would have a material adverse effect on our results of operations. The document and information management services industry is characterized by technological change, evolving customer needs and emerging technical standards. Although we believe that we will be able to continue to offer services based on the newest technologies, we cannot assure you that we will be able to obtain any of these technologies, that we will be able to effectively implement these technologies on a cost-effective or timely basis or that these such technologies will not render obsolete our role as a third party provider of document management services. WE FACE INTENSE COMPETITION The document and information management services industry is highly competitive. A significant source of competition is the in-house document handling capability of our targeted client base. We cannot assure you that these businesses will outsource more of their document and information management needs or that such businesses will not bring in-house services that they currently outsource. In addition, certain of our competitors are larger businesses and have greater financial resources than we. Certain of these competitors operate in broader geographic areas than we do, and others may choose to enter our areas of operation in the future. In addition, we intend to enter new geographic areas through internal growth and acquisitions and expect to encounter significant competition from established competitors in each new area. As a result of this highly competitive environment, we may lose customers or have difficulty in acquiring new customers and new companies, and our results of operations may be adversely affected. WE DEPEND ON OUR KEY PERSONNEL Our operations are dependent on the continued efforts of our executive officers and on senior management of our operating companies. Also, we will likely depend on the senior management of businesses acquired in the future. If any of these people is unable or unwilling to continue in his or her present role, or if we are unable to attract and retain other skilled employees, our business could be adversely affected. We do not currently have key person life insurance covering any of our executive officers or other members of senior management. WE MAY BE LIABLE FOR BREACH OF CONFIDENTIALITY A substantial portion of our business involves the handling of documents containing confidential and other sensitive information. Although we have established procedures intended to prevent any unauthorized disclosure of confidential information and, in some cases, have contractually limited our potential liability for unauthorized disclosure of such information, we cannot assure you that unauthorized disclosures will not result in material liability to us. 4 5 WE MAY HAVE BUSINESS INTERRUPTIONS Certain of our operations are performed at a single location and are dependent on continuous computer, electrical and telephone service. As a result, any disruption of our day-to-day operations could have a material adverse effect upon us. We cannot assure you that a fire, flood, earthquake, power loss, telephone service loss, problems caused by the Year 2000 issues or other event affecting one or more of our facilities would not disable these services. Any significant damage to any facility or other failure that causes significant interruptions in our operations may not be covered by insurance. Any uninsured or underinsured loss could have a material adverse effect on our business, financial condition or results of operations. OUR PUBLIC SECTOR CONTRACTS ARE SUBJECT TO GOVERNMENT REGULATIONS A portion of our present business involves public sector contracts, and we anticipate a growing portion of our business coming from local, state and federal government agencies. Public sector contracts are subject to detailed regulatory requirements and public policies, as well as to funding priorities. Contracts with public sector customers may be conditioned upon the continuing availability of public funds, which in turn depends upon lengthy and complex budgetary procedures, and may be subject to certain pricing constraints. Moreover, public sector contracts may generally be terminated for a variety of factors, including when it is in the best interests of the respective governmental entity. We cannot assure you that these factors or others unique to contracts with governmental entities will not have a material adverse effect on our business, financial condition and results of operations. MANAGEMENT EXERCISES SUBSTANTIAL CONTROL OVER OUR AFFAIRS As of March 31, 1998, our directors and executive officers owned approximately 13.7% of the shares of our common stock. Our directors, executive officers and employees exercise substantial control over our affairs. If these persons act together, they might be able to elect a sufficient number of directors to control our Board of Directors and to approve or disapprove any matter submitted to a vote of our stockholders. FUTURE SALES OF OUR SHARES MAY ADVERSELY AFFECT OUR STOCK PRICE The market price of our common stock could be adversely affected by the sale of substantial amounts of our common stock in the public market. In addition, many shares are subject to contractual restrictions on resale which generally expire two years from the date of issuance. We have an acquisition program under which we completed in the second half of 1999, and expect to continue to pursue, acquisitions that are accounted for under the pooling-of-interests method of accounting. Under the pooling-of-interests method of accounting, the affiliates of the acquired companies, which are generally all of the stockholders of the companies acquired by us, must be free to sell or otherwise transfer shares of our common stock received in the acquisition, subject to their compliance with federal securities laws, as soon we release results of operations that reflect the combined operations of F.Y.I. and the acquired company for a minimum of 30 days. If such shares are unregistered, F.Y.I. typically agrees to register 49% within one year from the date of acquisition. If a significant number of shares of our common stock are issued in acquisitions that are consummated in close proximity to each other, such shares will become freely tradable at the same time. If a large number of shares are sold by stockholders in the market as soon as their shares became freely transferable, the price of our common stock could be adversely affected. OUR SYSTEMS AND THIRD-PARTY SYSTEMS WHICH AFFECT OUR BUSINESS MAY NOT ACHIEVE YEAR 2000 READINESS The "Year 2000 Issue" describes the use of two digits rather than four digits to define the applicable year in certain computer programs. In the year 2000, any of our computer programs that have two digit date-sensitive software may interpret a date of "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing 5 6 disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices or engage in similar normal business activities. We are progressing in our completion of the various tasks and target dates identified in our Year 2000 work plan. We estimate that the total cost of the Year 2000 project will be approximately $3.6 to $3.9 million. As of March 31, 1999, we had incurred approximately $1.8 million of Year 2000 costs. Due to the general uncertainty inherent in the Year 2000 process, resulting in part from customers, we are unable to determine a reasonable worst case scenario at this time. WE MAY HAVE ENVIRONMENTAL LIABILITIES IN THE FUTURE We are subject to regulations and ordinances that govern activities or operations that may have adverse environmental effects, such as discharges to air and water. We are not aware of any environmental conditions relating to present or past waste generation at or from these facilities that would be likely to have a material adverse effect on our business, financial condition or results of operations. However, we cannot assure you that environmental liabilities in the future will not have a material adverse effect on our business, financial condition or results of operations. THE BOARD OF DIRECTORS MAY BE ABLE TO DELAY OR PREVENT TAKEOVERS Our Board of Directors is empowered to issue preferred stock without stockholder action. The existence of this "blank-check" preferred could render more difficult or discourage an attempt to obtain control of us by means of a tender offer, merger, proxy contest or otherwise. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission. You may read and copy any document we file at the SEC's public reference room at Judiciary Plaza Building, 450 Fifth Street, NW, Room 1024, Washington, D.C. 20549. You should call 1-800-SEC-0330 for more information on the public reference room. The SEC maintains an internet site at http://www.sec.gov where certain information regarding issuers (including F.Y.I.) may be found. This prospectus is part of a registration statement that we filed with the SEC. The registration statement contains more information than this prospectus regarding F.Y.I. and its common stock, including certain exhibits and schedules. You can get a copy of the registration statement from the SEC at the address listed above or from its internet site. Our common stock is traded on The Nasdaq National Market under the symbol "FYII". Proxy statements and other information concerning F.Y.I. can also be inspected at the offices of The Nasdaq Stock Market, 1735 K Street, N.W., Washington D.C. 20006. DOCUMENTS INCORPORATED BY REFERENCE The SEC allows us to "incorporate" into this prospectus information we file with the SEC in other documents. This means that we can disclose important information to you by referring to other documents that contain that information. The information may include documents filed after the date of this prospectus which update and supersede the information you read in this prospectus. We incorporate by reference the documents listed below, except to the extent information in those documents is different from the information contained in this prospectus, and all future documents filed by us with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") until we terminate the offering of these shares.
(FILE NO. 0-27444) PERIOD/FILING DATE - ------------------ ------------------ Annual Report on Form 10-K Year ended December 31, 1998/March 17, 1999 Form 10-Q First Quarter ended March 31, 1999/May 13, 1999 Description of common stock contained in Registration Statement on Form 8-A December 22, 1995
6 7 You may request a copy of these documents, by writing to: F.Y.I. Incorporated 3232 McKinney Avenue, Suite 900 Dallas, Texas 75204 Attention: Investor Relations Telephone: (214) 953-7555 There will be no cost for a copy of the documents, other than for exhibits which are not specifically incorporated by reference into the information that this prospectus incorporates. FORWARD-LOOKING INFORMATION This prospectus contains certain forward-looking statements such as F.Y.I. or management's intentions, hopes, beliefs, expectations, strategies, predictions or any other variation thereof or comparable phraseology of the F.Y.I.'s future activities or other future events or conditions within the meaning of Section 27A of the Securities Act and Exchange Act, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, without limitation, variations in quarterly results, volatility of our stock price, development by competitors of new or superior products or services, the entry into the market by new competitors, the sufficiency of our working capital and the ability of F.Y.I. to realize benefits from consolidating certain general and administrative functions, to assimilate and integrate acquisitions, to continue its aggressive acquisition program, to retain management, to implement its focused business strategy to expand its document and information management services geographically, to retain customers or attract customers from other businesses, to increase revenue by cross-selling services and to successfully defend itself in ongoing and future litigation. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and, therefore, we cannot assure you that the forward-looking statements included in this prospectus will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. THE COMPANY We were founded in September 1994 to create a national, single source provider of document and information outsourcing solutions to document and information intensive industries, including: healthcare, law, banking, insurance, retailing, manufacturing and government. Our primary strategy is to acquire, integrate and operate companies in the highly fragmented document and information outsourcing solutions industry. In January 1996, F.Y.I. acquired, simultaneously with the closing of its initial public offering (the "IPO"), seven document management services businesses. Since the IPO, and through December 31, 1998, we acquired 42 additional companies. Since December 31, 1998, we acquired four additional companies, for a total of 53 acquisitions since our inception. We intend to continue to aggressively pursue strategic acquisitions in existing and new markets, cross-sell our full range of services to our current customer base and expand the marketing of our services to new customers. An estimated four trillion documents are generated annually in the United States. A significant portion of the processing, management and storage of these documents is outsourced to small service companies. Further, we believe that the document and information outsourcing solutions market is growing due to several factors, including: (a) government regulations that require lengthy document retention periods and rapid accessibility for many types of records; (b) increased customer expectations of low cost access to records on short notice and, in many instances, at disparate locations; (c) the increasing litigiousness of society, necessitating access to relevant documents and records for extended periods; and (d) continuing advancements in computer, networking, facsimile, printing and other technologies which have greatly facilitated the production and wide distribution of documents. 7 8 Our target clients generate large volumes of documents and require specialized processing, distribution, storage and retrieval of these documents and the information they contain. We believe that these clients will continue to increase their outsourcing of document and information management in order to maintain their focus on core operating competencies and revenue generating activities; reduce fixed costs, including labor and equipment costs; and gain access to new technologies without incurring the expense and risk of near-term obsolescence of such technologies. The document and information outsourcing solutions business is highly fragmented. We believe that many small document management services businesses: (a) have insufficient capital for expansion; (b) cannot keep abreast of rapidly changing technologies; (c) lack effective marketing programs; and (d) are unable to meet the needs of large, geographically dispersed clients. In addition, there are a limited number of options for owners of such businesses to obtain liquidity by selling their businesses. As a result, we believe that many owners of such businesses will continue to be receptive to our acquisition program. We are a Delaware corporation. Our executive offices are located at 3232 McKinney Avenue, Suite 900, Dallas, Texas 75204, and our telephone number is (214) 953-7555. RECENT DEVELOPMENTS Acquisition Activity: Since December 31, 1998, we acquired the following document and information outsourcing solutions businesses: (i) Northern Minnesota Medical Records Services Inc., a release of information business; (ii) PMI Imaging Systems, Inc. a document systems integrator business located in Jew Jersey; (iii) Quality Data Conversions, Inc., document imaging storage and retrieval business located in Pennsylvania; and (iv) MSI Imaging Solutions, Inc., a document conversion to electronic media and microfilm business in California. USE OF PROCEEDS We will not receive any proceeds from the sale of the common stock offered hereby. 8 9 SELLING STOCKHOLDERS The following table sets forth information with respect to the former stockholders of the following acquired companies: Economic Research Services, Inc., G&W Enterprise, Inc. and Advanced Digital Graphics, Inc. (the "Selling Stockholders"), including: (i) the number and approximate percentage of shares beneficially owned by each of them as of March 31, 1999; (ii) the number of shares registered for sale; and (iii) the number and approximate percentage of shares to be owned by each of them after the completion of this offering. The address of each person listed below is c/o F.Y.I. Incorporated, 3232 McKinney Avenue, Suite 900, Dallas, Texas 75204. All persons listed have sole voting and investment power with respect to their shares unless otherwise indicated.
COMMON STOCK COMMON STOCK BENEFICIALLY OWNED BENEFICIALLY OWNED PRIOR TO OFFERING AFTER OFFERING ----------------- -------------- NUMBER OF SHARES NAME NUMBER PERCENT OFFERED NUMBER PERCENT ---- ------ ------- --------- ------ ------- Joan G. Haworth 416,665 2.9 204,166 212,499 1.5 Charles T. Haworth 414,995 2.9 203,348 211,647 1.5 C. Stuart Haworth 1,670 * 818 852 * Elizabeth Kuhlman 1,670 * 818 852 * Robert G. Spohr 72,301 * 35,427 36,874 * Wendy L. Wood 98,767 * 48,396 50,371 * Robert G. Spohr and Wendy L. Wood 1,726 * 846 880 * Robert A. Weber 18,986 0 9,303 9,683 0 Steven D. Skolnik 224,744 1.6* 110,125 114,619 *
- -------------------- * Less than 1%. We have agreed to use our best efforts to keep this Registration Statement effective generally for a period of six months. PLAN OF DISTRIBUTION The shares of common stock registered hereunder and owned by the Selling Stockholders may be offered and sold by means of this prospectus from time to time as market conditions permit in the over-the-counter market, or otherwise at prices and terms then prevailing or at prices related to the then-current market price, or in negotiated transactions. These shares may be sold by one or more of the following methods, without limitation: (a) a block trade in which a broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) a purchase by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus; (c) ordinary brokerage transactions and transactions in which the broker solicits a purchase; and (d) face-to-face transactions between sellers and purchasers without a broker or dealer. In effecting sales, brokers or dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate. Such brokers or dealers may receive commissions or discounts from Selling Stockholders in amounts to be negotiated. 9 10 The Selling Stockholders and any brokers or dealers who act in connection with the sale of the shares hereunder may be deemed to be "underwriters" within the meaning of 2(11) of the Securities Act, and any commissions received by them or any profit on any resale of the shares as principal might be deemed to be underwriting discounts and commissions under the Securities Act. We may agree to indemnify the Selling Stockholders and we may agree to indemnify any such broker or dealer who may be deemed to be an underwriter against certain liabilities, including liabilities under the Securities Act as an underwriter or otherwise. We have advised the Selling Stockholders that, during such time as they may be engaged in a distribution of the shares of common stock included herein, they must comply with the applicable provisions of Regulation M under the Exchange Act, as amended ("Regulation M"), and, in connection therewith, the Selling Stockholders may not engage in any stabilization activity in connection with any of our securities, that they must furnish copies of this prospectus to each broker-dealer through which the shares of our common stock included herein may be offered, and that they may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities except as permitted under Regulation M. The Selling Stockholders have also agreed to inform us and broker-dealers through whom sales may be made hereunder when the distribution of the shares is completed. In connection with this offering, any underwriters or selling group members or their affiliates may engage in passive market making transactions in our common stock on the Nasdaq National Market in accordance with Rule 10b-6A under the Exchange Act. LEGAL MATTERS The validity of the issuance of the shares of common stock offered by this prospectus has been passed upon for F.Y.I. by Morgan, Lewis & Bockius LLP, New York, New York. EXPERTS The consolidated financial statements for the year ended December 31, 1998 incorporated by reference in this prospectus and elsewhere in this Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. 10 11 ================================================================================ No dealer, representative or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and if given or made, such information or representations must not be relied upon as having been authorized by F.Y.I. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create any implication that the information contained herein is correct as of any date subsequent to the date hereof. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. --------------- TABLE OF CONTENTS Risk Factors 3 Where You Can Find More Information 6 Documents Incorporated by Reference 6 The Company 7 Recent Developments 8 Use of Proceeds 8 Selling Stockholders 9 Plan of Distribution 9 Legal Matters 10 Experts 10 ================================================================================ 11 12 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated expenses to be incurred in connection with the distribution of the common stock covered by this Registration Statement, all of which will be paid by F.Y.I., are as follows: SEC Registration Fee $ 4,774.00 Printing and Engraving Costs 5,000.00 Legal Fees and Expenses 5,000.00 Accounting Fees and Expenses 5,000.00 Miscellaneous 5,226.00 ----------- Total $ 25,000.00 ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. F.Y.I.'s Amended and Restated By-Laws provide that F.Y.I. shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto. Section 145 of the General Corporation Law of the State of Delaware permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorneys' fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. Article Six of F.Y.I.'s Amended and Restated Certificate of Incorporation provides that F.Y.I.'s directors will not be personally liable to F.Y.I. or its stockholders for monetary damages resulting from breaches of their fiduciary duty as directors except (a) for any breach of the duty of loyalty to F.Y.I. or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, which makes directors liable for unlawful dividends or unlawful stock repurchases or redemptions or (d) for transactions from which directors derive improper personal benefit. In accordance with Delaware law, F.Y.I. has entered into indemnification agreements with its directors pursuant to which it has agreed to pay certain expenses, including attorneys' fees, judgments, fines and amounts paid in settlement, incurred by such directors in connection with certain actions, suits or proceedings. These agreements require directors to repay the amount of any expenses advanced if it shall be determined that they shall not have been entitled to indemnification. F.Y.I. maintains liability insurance for the benefit of its directors and officers. 12 13 ITEM 16. EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 2.1 -- Agreement and Plan of Reorganization, dated as of October 25, 1995, by and among F.Y.I., Incorporated, Deliverex, Incorporated, ASK Record Management, Inc., Deliverex Acquisition Corp., and the Stockholders named therein (Incorporated by reference to Exhibit 2.1 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.2 -- Agreement and Plan of Reorganization, dated as of October 25, 1995, by and among F.Y.I. Incorporated, C. & T. Management Services, Inc., Qualidata, Inc., DPAS Acquisition Corp., and the Stockholders named therein (Incorporated by reference to Exhibit 2.2 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.3 -- Agreement and Plan of Reorganization, dated as of October 25, 1995, by and among F.Y.I. Incorporated, Melanson & Associates, Inc., Bay Area Micrographics, Researchers Acquisition Corp., and the Stockholders named therein (Incorporated by reference to Exhibit 2.3 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.4 -- Agreement and Plan of Reorganization, dated as of October 25, 1995, by and among F.Y.I. Incorporated, Paragon Management Group, Inc., Recordex Acquisition Corp., Recordex Services, Inc., and the Stockholders named therein (Incorporated by reference to Exhibit 2.4 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.5 -- Agreement and Plan of Reorganization, dated as of October 25, 1995, by and among F.Y.I. Incorporated, Permanent Records Inc., Permanent Records Acquisition Corp., and the Stockholders named therein (Incorporated by reference to Exhibit 2.5 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.7 -- Agreement and Plan of Reorganization, dated as of October 25, 1995, by and among Imagent Corporation, Imagent Acquisition Corp. and the Stockholders named therein (Incorporated by reference to Exhibit 2.7 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.8 -- Agreement and Plan of Reorganization dated as of October 25, 1995, by and among Mobile Information Services Corporation, Inc., Imagent Acquisition Corp. and the Stockholders named therein (Incorporated by reference to Exhibit 2.8 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996)
13 14 2.9 -- First Amendment to Agreement and Plan of Reorganization, dated as of October 25, 1995, by and among F.Y.I. Incorporated, Leonard Archives Inc., Leonard Acquisition Corp. and the Stockholders named therein (Incorporated by reference to Exhibit 2.9 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.10 -- First Amendment to Agreement and Plan of Reorganization, dated as of November 14, 1995, by and among F.Y.I. Incorporated, C. & T. Management Services, Inc., Qualidata, Inc., DPAS Acquisition Corp., and the Stockholders named therein (Incorporated by reference to Exhibit 2.10 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.11 -- Agreement and Plan of Reorganization, dated as of May 31, 1996, by and among F.Y.I. Incorporated, B&B (Baltimore-Washington) Acquisition Corp., B&B Information and Image Management, Inc. and Charles J. Bauer, Jr. (Incorporated by reference to Exhibit 10.17 to Post-Effective Amendment No. 2 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective July 11, 1996) 2.12 -- Agreement and Plan of Reorganization, dated as of May 31, 1996, by and among F.Y.I. Incorporated, Premier Acquisition Corp., Premier Document Management, Inc., PDM Services, Inc., Brian E. Whiteside, Christopher S. Moore, Lynnette C. Pomerville and Gary T. Sievert (Incorporated by reference to Exhibit 10.18 to Post-Effective Amendment No. 2 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective July 11, 1996) 2.13 -- Asset Purchase Agreement, dated as of June 28, 1996, by and among F.Y.I. Incorporated, Robert A. Cook Acquisition Corp., Robert A. Cook and Staff, Inc. and RAC Services, Inc., Robert A. Cook and Robert A. Cook and Anna M. Cook, as Co-Trustees of the Cook 1993 Living Trust (Incorporated by reference to Exhibit 10.19 to Post-Effective Amendment No. 2 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective July 11, 1996) 2.14 -- Agreement and Plan of Reorganization, dated as of August 30, 1996, by and among F.Y.I. Incorporated, California Medical Record Service Acquisition Corp., C.M.R.S. Incorporated and Alan Simon (Incorporated by reference to Exhibit 2.14 to Post-Effective Amendment No. 3 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective September 11, 1996) 2.15 -- Agreement and Plan of Reorganization, dated as of August 30, 1996, by and among F.Y.I. Incorporated, Texas Medical Record Service Acquisition Corp., Texas Medical Record Service, Inc., California Medical Record Service Acquisition Corp. and Karen Jill Simon (Incorporated by reference to Exhibit 2.15 to Post-Effective Amendment No. 3 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective September 11, 1996) 2.16 -- Agreement and Plan of Reorganization, dated as of August 30, 1996, by and among F.Y.I. Incorporated, Minnesota Medical Record Service Acquisition Corp., Minnesota Medical Record Service, Inc. and Alan Simon (Incorporated by reference to Exhibit 2.16 to Post- Effective Amendment No. 3 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective September 11, 1996)
14 15 2.17 -- Agreement and Plan of Reorganization, dated as of August 30, 1996, by and among F.Y.I. Incorporated, ZIA Acquisition Corp., ZIA Information Analysis Group and the shareholders named therein (Incorporated by reference to Exhibit 2.17 to Post-Effective Amendment No. 3 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective September 11, 1996) 2.18 -- Agreement and Plan of Reorganization, dated as of March 27, 1997, by and among F.Y.I. Incorporated, MAVRICC Acquisition Corp., MAVRICC Management Systems, Inc., F.Y.I. Incorporated, Craig F. Moncher and Kyle C. Kerbawy (Incorporated by reference to Exhibit 2.18 to the Company's Current Report on Form 8-K filed on April 9, 1997) 2.19 -- Agreement and Plan of Reorganization, dated as of March 27, 1997, by and among F.Y.I. Incorporated, MMS Escrow Acquisition Corp., MMS Escrow and Transfer Agency, Inc., Craig F. Moncher and Kyle C. Kerbawy (Incorporated by reference to Exhibit 2.19 to the Company's Current Report Form 8-K filed on April 9, 1997) 4 -- Form of certificate evidencing ownership of Common Stock of F.Y.I. Incorporated (Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 5 -- Opinion of Morgan, Lewis & Bockius LLP 23.1 -- Consent of Arthur Andersen LLP 23.2 -- Consent of Morgan, Lewis & Bockius LLP (filed as part of Exhibit 5) 24 -- Power of Attorney (included with the signature page hereof)
ITEM 17. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which any offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; 15 16 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any other material change to such information in the registration statement. Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement; (2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities being offered therein and the offering of such securities at the time may be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities which are being registered which remain unsold at the termination of the offering. (4) That for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or caused to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed by the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 16 17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas, on May 26, 1999. Date: May 26, 1999 F.Y.I. INCORPORATED By: /s/ ED H. BOWMAN, JR. -------------------------------------- Ed H. Bowman, Jr. President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby appoints Ed H. Bowman, Jr. and Margot T. Lebenberg, and both of them, either of whom may act without the joinder of the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any other registration statement for the same offering filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing appropriate or necessary to be done, as fully and for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date or dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE --------- ------------------------ ---- /s/ ED H. BOWMAN, JR. Director, President and Chief May 26, 1999 - --------------------------------------- Executive Officer (Principal Ed H. Bowman, Jr. Executive Officer) /s/ DAVID LOWENSTEIN Director, Executive Vice President May 26, 1999 - --------------------------------------- Corporate Development and David Lowenstein Treasurer /s/ TIMOTHY J. BARKER Senior Vice President and Chief May 26, 1999 - --------------------------------------- Financial Officer (Principal Financial Timothy J. Barker and Accounting Officer) /s/ THOMAS C. WALKER Director May 26, 1999 - --------------------------------------- Thomas C. Walker /s/ DONALD F. MOOREHEAD, JR. Director May 26, 1999 - --------------------------------------- Donald F. Moorehead, Jr. /s/ GREGORY R. MELANSON Director May 26, 1999 - --------------------------------------- Gregory R. Melanson /s/ G. MICHAEL BELLENGHI Director May 26, 1999 - --------------------------------------- G. Michael Bellenghi
18 /s/ JONATHAN B. SHAW Director May 26, 1999 - --------------------------------------- Jonathan B. Shaw /s/ MICHAEL J. BRADLEY Director May 26, 1999 - --------------------------------------- Michael J. Bradley /s/ HON. EDWARD M. ROWELL Director May 26, 1999 - --------------------------------------- Hon. Edward M. Rowell
19 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 2.1 -- Agreement and Plan of Reorganization, dated as of October 25, 1995, by and among F.Y.I., Incorporated, Deliverex, Incorporated, ASK Record Management, Inc., Deliverex Acquisition Corp., and the Stockholders named therein (Incorporated by reference to Exhibit 2.1 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.2 -- Agreement and Plan of Reorganization, dated as of October 25,1995, by and among F.Y.I. Incorporated, C. & T. Management Services, Inc., Qualidata, Inc., DPAS Acquisition Corp., and the Stockholders named therein (Incorporated by reference to Exhibit 2.2 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.3 -- Agreement and Plan of Reorganization, dated as of October 25, 1995, by and among F.Y.I. Incorporated, Melanson & Associates, Inc., Bay Area Micrographics, Researchers Acquisition Corp., and the Stockholders named therein (Incorporated by reference to Exhibit 2.3 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.4 -- Agreement and Plan of Reorganization, dated as of October 25, 1995, by and among F.Y.I. Incorporated, Paragon Management Group, Inc., Recordex Acquisition Corp., Recordex Services, Inc., and the Stockholders named therein (Incorporated by reference to Exhibit 2.4 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.5 -- Agreement and Plan of Reorganization, dated as of October 25, 1995, by and among F.Y.I. Incorporated, Permanent Records Inc., Permanent Records Acquisition Corp., and the Stockholders named therein (Incorporated by reference to Exhibit 2.5 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.7 -- Agreement and Plan of Reorganization, dated as of October 25, 1995, by and among Imagent Corporation, Imagent Acquisition Corp. and the Stockholders named therein (Incorporated by reference to Exhibit 2.7 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.8 -- Agreement and Plan of Reorganization dated as of October 25, 1995, by and among Mobile Information Services Corporation, Inc., Imagent Acquisition Corp. and the Stockholders named therein (Incorporated by reference to Exhibit 2.8 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1966) 2.9 -- First Amendment to Agreement and Plan of Reorganization, dated as of October 25, 1995, by and among F.Y.I. Incorporated, Leonard Archives Inc., Leonard
20 Acquisition Corp. and the Stockholders named therein (Incorporated by reference to Exhibit 2.9 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.10 -- First Amendment to Agreement and Plan of Reorganization, dated as of November 14, 1995, by and among F.Y.I. Incorporated, C. & T. Management Services, Inc., Qualidata, Inc., DPAS Acquisition Corp., and the Stockholders named therein (Incorporated by reference to Exhibit 2.10 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 2.11 -- Agreement and Plan of Reorganization, dated as of May 31, 1996, by and among F.Y.I. Incorporated, B&B (Baltimore-Washington) Acquisition Corp., B&B Information and Image Management, Inc. and Charles J. Bauer, Jr. (Incorporated by reference to Exhibit 10.17 to Post-Effective Amendment No. 2 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective July 11, 1996) 2.12 -- Agreement and Plan of Reorganization, dated as of May 31,1996, by and among F.Y.I. Incorporated, Premier Acquisition Corp., Premier Document Management, Inc., PDM Services, Inc., Brian E. Whiteside, Christopher S. Moore, Lynnette C. Pomerville and Gary T. Sievert (Incorporated by reference to Exhibit 10.18 to Post- Effective Amendment No. 2 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective July 11, 1996) 2.13 -- Asset Purchase Agreement, dated as of June 28, 1996, by and among F.Y.I. Incorporated, Robert A. Cook Acquisition Corp., Robert A. Cook and Staff, Inc. and RAC Services, Inc., Robert A. Cook and Robert A. Cook and Anna M. Cook, as Co-Trustees of the Cook 1993 Living Trust (Incorporated by reference to Exhibit 10.19 to Post-Effective Amendment No. 2 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective July 11, 1996) 2.14 -- Agreement and Plan of Reorganization, dated as of August 30, 1996, by and among F.Y.I. Incorporated, California Medical Record Service Acquisition Corp., C.M.R.S. Incorporated and lan Simon (Incorporated by reference to Exhibit 2.14 to Post-Effective Amendment No. 3 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective September 11, 1996) 2.15 -- Agreement and Plan of Reorganization, dated as of August 30, 1996, by and among F.Y.I. Incorporated, Texas Medical Record Service Acquisition Corp., Texas Medical Record Service, Inc., California Medical Record Service Acquisition Corp. and Karen Jill Simon (Incorporated by reference to Exhibit 2.15 to Post- Effective Amendment No. 3 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective September 11, 1996)
21 2.16 -- Agreement and Plan of Reorganization, dated as of August 30, 1996, by and among F.Y.I. Incorporated, Minnesota Medical Record Service Acquisition Corp., Minnesota Medical Record Service, Inc. and Alan Simon (Incorporated by reference to Exhibit 2.16 to Post-Effective Amendment No. 3 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective September 11, 1996) 2.17 -- Agreement and Plan of Reorganization, dated as of August 30, 1996, by and among F.Y.I. Incorporated, ZIA Acquisition Corp., ZIA Information Analysis Group and the shareholders named therein (Incorporated by reference to Exhibit 2.17 to Post- Effective Amendment No. 3 to the Company's Registration Statement on Form S-1 (Registration No. 333-1084) effective September 11, 1996) 2.18 -- Agreement and Plan of Reorganization, dated as of March 27, 1997, by and among F.Y.I. Incorporated, MAVRICC Acquisition Corp., MAVRICC Management Systems, Inc., F.Y.I. Incorporated, Craig F. Moncher and Kyle C. Kerbawy (Incorporated by reference to Exhibit 2.18 to the Company's Current Report on Form 8-K filed on April 9, 1997) 2.19 -- Agreement and Plan of Reorganization, dated as of March 27, 1997, by and among F.Y.I. Incorporated, MMS Escrow Acquisition Corp., MMS Escrow and Transfer Agency, Inc., Craig F. Moncher and Kyle C. Kerbawy (Incorporated by reference to Exhibit 2.19 to the Company's Current Report Form 8-K filed on April 9, 1997) 4 -- Form of certificate evidencing ownership of Common Stock of F.Y.I. Incorporated (Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996) 5 -- Opinion of Morgan, Lewis & Bockius LLP 23.1 -- Consent of Arthur Andersen LLP 23.2 -- Consent of Morgan, Lewis & Bockius LLP (filed as part of Exhibit 5) 24 -- Power of Attorney (included with the signature page hereof)
EX-5 2 OPINION/CONSENT OF MORGAN, LEWIS & BOCKIUS LLP 1 EXHIBIT 5 May 26, 1999 F.Y.I. Incorporated 3232 McKinney Avenue Suite 900 Dallas, Texas 75204 Re: Issuance of Shares Pursuant to Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to F.Y.I. Incorporated, a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-3 (the "Registration Statement") relating to the secondary offering by certain Selling Stockholders of an aggregate of 613,247 shares (the "Shares") of the Company's Common Stock, $.01 par value per share. In so acting, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated By-Laws of the Company and such other documents or instruments as we have deemed necessary for purposes of the opinions expressed below. We have assumed that the Shares have been issued against receipt of the consideration approved by the Board of Directors of the Company or a committee thereof, which was no less than the par value thereof, and were issued in compliance with applicable federal and state securities laws. Based on the foregoing, we are of the following opinion: 1. The Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware. 2. The Shares have been duly authorized and validly issued and are fully paid and non-assessable. -1- 2 We are expressing the opinions above as members of the Bar of the State of New York and express no opinion as to any law other than the General Corporation Law of the State of Delaware. We consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Registration Statement. Very truly yours, /s/ Morgan, Lewis & Bockius LLP -2- EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 18, 1999, included in F.Y.I. Incorporated's Form 10-K for the year ended December 31, 1998 and to all references to our firm included in this Registration Statement. ARTHUR ANDERSEN LLP Dallas, Texas May 26, 1999 -----END PRIVACY-ENHANCED MESSAGE-----