As filed with the Securities and Exchange Commission on October 31, 1997
File No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
VISUAL DATA CORPORATION
(Exact name of issuer as specified in its charter)
Florida 65-0420146
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1291 SW 29 Avenue
Pompano Beach, Florida 33069
(Address of principal executive offices) (Zip Code)
__________
VISUAL DATA CORPORATION 1996 STOCK OPTION PLAN
AND CERTAIN COMPENSATION AGREEMENTS
(Full title of the plan)
__________
Randy S. Selman, President
1291 Southwest 29 Avenue
Pompano Beach, Florida 33069
(954) 917-6655
(Name and address of agent for service)
Copy to:
Charles B. Pearlman, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
(954) 763-1200
________________
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CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered(1) share(1) price(1) fee (1)
================================================================================
Common Stock
($.0001 par value) 248,000 shares $3.625 $899,000 $272.00
================================================================================
(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) under the Securities
Act based upon the closing bid price for the Common Stock, $.0001 per
share (the "Common Stock") as reported by The Nasdaq SmallCap Market on
October 28, 1997.
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VISUAL DATA CORPORATION
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
<TABLE>
<CAPTION>
Form S-8 Item Number
and Caption Caption in Prospectus
-------------------- ---------------------
<S> <C> <C>
1. Forepart of Registration State- Facing Page of Registration
ment and Outside Front Cover Statement and Cover Page of
Page of Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus
Cover Pages of Prospectus and Outside Cover Page of Prospectus
3. Summary Information, Risk Fac- Not Applicable
tors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Cover Page of Prospectus and Sales
by Selling Security Holders
9. Description of Securities to be Description of Securities; Visual Data
Registered Corporation 1996 Stock Option Plan;
Compensation Agreements
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Infor- Incorporation of Certain
mation by Reference Documents by Reference
13. Disclosure of Commission Posi- Indemnification
tion on Indemnification for
Securities Act Liabilities
</TABLE>
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PROSPECTUS
VISUAL DATA CORPORATION
248,000 Shares of Common Stock
($.0001 par value)
200,000 Shares To Be Issued Pursuant to the
Visual Data Corporation 1996 Stock Option Plan
and 48,000 Shares To Be Issued
Pursuant to Certain Stock Compensation Agreements
This Prospectus is part of a Registration Statement which registers
200,000 shares of common stock, $.0001 par value (the "Common Stock") of Visual
Data Corporation (the "Company") which may be issued, as set forth herein, to
officers, directors, key employees and consultants of the Company pursuant to
the exercise of non-qualified or incentive stock options to purchase up to
200,000 shares of Common Stock under and in accordance with the Visual Data
Corporation 1996 Stock Option Plan (the "Plan") (the Plan covers the issuance of
up to 200,000 shares of Common Stock), and separate stock option agreements with
officers, directors, key employees and consultants (the "Option Agreements")
(such options being collectively referred to as "Options"). All of the Options
or shares of Common Stock will be granted or issued to such officers, directors,
key employees and consultants pursuant to individual written option agreements.
This Prospectus is part of a Registration Statement which also registers
an aggregate of 48,000 shares of Common Stock (the "Compensation Stock"), of
which 20,000 shares are to be issued pursuant to a Stock Compensation Agreement
between the Company and Arlene Bonat (the "Bonat Agreement"), 10,000 shares are
to be issued pursuant to a Stock Compensation Agreement between the Company and
William Nalley (the "Nalley Agreement"), 15,000 shares are to be issued pursuant
to a Stock Compensation Agreement between the Company and Burt Rhodes (the
"Rhodes Agreement") and the remaining 3,000 shares are to be issued pursuant to
a Stock Compensation Agreement between the Company and Arthur Nasso (the "Nasso
Agreement"). The Bonat Agreement, Nalley Agreement, Rhodes Agreement and Nasso
Agreement are herein after collectively referred to as the "Compensation
Agreements."
The individuals to whom Options may be granted, together with the holders
of the Compensation Stock may sometimes hereafter be collectively referred to as
the "Selling Security Holders." The Company has been advised by the Selling
Security Holders that they may sell all or a portion of the shares from time to
time in the over-the-counter market, in negotiated transactions, directly or
through brokers or otherwise, and that such shares will be sold at market prices
prevailing at the time of such sales or at negotiated prices, and the Company
will not receive any proceeds from such sales except upon exercise of the
Options.
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<PAGE>
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the shares issuable upon exercise of the Options or under the
terms of the Compensation Agreements shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
__________
This Prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.
The date of this Prospectus is October 30, 1997.
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a website on the Internet that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission at http://www.sec.gov. The Company's Common
Stock and Warrants are traded on The Nasdaq SmallCap Market under the symbols
"VDAT" and "VDATW", respectively.
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to an aggregate of 248,000 shares of the Company's
Common Stock, issued or to be issued to officers, directors, key employees or
consultants to the Company under the Plan and the Option Agreements or the
Compensation Agreements, as the case may be. This Prospectus, which is Part I of
the Registration Statement, omits certain information contained in the
Registration Statement. For further information with respect to the Company and
the shares of the Common Stock offered by this Prospectus, reference is made to
the Registration Statement, including the exhibits thereto. Statements in this
Prospectus as to any document are not necessarily complete, and where any such
document is an exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
1. The Company's Registration Statement on Form SB-2, as amended, File
No. 333- 18819, as declared effective by the Commission on July 30, 1997.
2. Quarterly Report on Form 10-QSB for the nine months ended June 30,
1997.
3. Report on Form 8-K as filed on October 1, 1997.
6
<PAGE>
4 All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to above.
All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, Visual Data
Corporation, 1291 SW 29 Avenue, Pompano Beach, Florida 33069, Telephone No.
(954) 917-6655.
7
<PAGE>
THE COMPANY
Visual Data Corporation (the "Company") is a multi-media content developer
specializing in the production, marketing and distribution of visual information
for the Internet, other On-line services and, eventually, interactive television
(ITV). "Content" is defined as the information carried on the information
superhighways. Through its international network of independent camera crews and
state-of-the-art digital video production studio, the Company develops full-
motion visual libraries containing short, concise vignettes relating to various
topics of consumer interest such as travel, education, health, fitness, medicine
and consumer products. The Company's focus is to develop high quality content at
a low cost which is edited into short entertaining pieces for distribution to
consumers regardless of the mediums (e.g. Internet, On-line services or ITV).
The Company owns or, in the instance of libraries yet to be developed, will own
all of the content. The Company is not dependent on the technological
architecture of the provider service that will deliver this content to the
viewer (Internet, ITV, digital video discs, etc.) and the Company is developing
its products and services to be fully operational on any potential platform.
Several of the Company's libraries are under development. The first
product the Company has completed and introduced, the HotelView(R) Library,
operated through the Company's currently wholly owned subsidiary HotelView
Corporation ("HVC"), is an interactive visual library for the hotel and travel
industry that provides an overview of amenities available at various hotels and
resorts, as well as local attractions and services. On a fee for service basis
paid for by the hotel or resort property, the Company videotapes, edits and
produces high quality visual brochures ("vignettes"), two to three minutes in
length, with a voice narrative in full-motion video, describing the hotel or
resort's rooms, suites, conference facilities, lobby, pool, restaurants,
grounds, and sports facilities. The HotelView(R) Library is currently installed
in travel agencies nationwide and is used to market hotel and resort
accommodations including such well-know properties as the Fountainbleau in
Miami, the Arizona Biltmore, Walt Disney World Dolphin and Swan, Ritz Carlton
Laguna Niguel, the Essex House in New York City and the Mirage in Las Vegas. The
Company has also established relationships with a number of the larger hotel
chains such as Hilton, Wyndham, Hyatt and SuperClubs. Pegasus Systems, Inc., one
of the largest companies providing transaction processing services between
travel agents, airline reservation systems and hotels, resorts and hotel chains,
has agreed to endorse and promote the HotelView(R) Library to its client base of
approximately 35,000 hotels, resorts and hotel chains, including securing
contracts between their hotel clients and the Company.
In addition to the HotelView(R) Library, the Company is currently
developing ConventionView(TM), CruiseView(TM), AttractionView(TM) and
CareView(TM) and plans to create and distribute additional libraries on topics
of general consumer interest including AdventureView(TM), CondoView(TM),
TalentView, CampView(TM), CampusView(TM), Health & FitnessView(TM),
MedicalView(TM) and ProductView(TM).
8
<PAGE>
The Company's method of generating revenue may be generally analogized to
magazine publishers in that there is a one-time fee for creating the
advertisement and the magazine receives revenues each time the ad is run in the
publication. In the Company's case, the ads are video vignettes and the ad fee
is paid annually by the participating hotel or resort, with the production costs
incurred in the first year. Management believes the Company is able to produce
broadcast quality videos at much lower costs by virtue of its use of independent
camera crews and state-of- the-art digital video editing systems.
In August 1997 the Company completed its initial public offering through
the sale of 1,000,000 shares of Common Stock and 1,150,000 Common Stock Purchase
Warrants (see Description of Securities), resulting in aggregate gross proceeds
to the Company of $6,115,000. Such offering was underwritten on a firm
commitment basis by Noble International Investments, Inc., the representative of
the several underwriters.
The Company was incorporated in May 1993 under the laws of the State of
Florida and commenced operations in October 1993. The address of the Company's
principal executive and administrative office is 1291 SW 29 Avenue, Pompano
Beach, Florida 33069 and its telephone number is (954) 917-6655. Its fiscal year
end is September 30.
VISUAL DATA CORPORATION 1996 STOCK OPTION PLAN
INTRODUCTION
The following descriptions summarize certain provisions of the Plan and
the form of agreements to be entered into by recipients of options thereunder.
Such summaries do not purport to be complete and are qualified by reference to
the full text of the Plan and form of agreement. A copy of the Plan is on file
as an exhibit to the Registration Statement of which this Prospectus is a part.
Each person receiving an option under the Plan should read the Plan and related
option agreement in its entirety.
The Company's 1996 Stock Option Plan was adopted by the Board of Directors
and a majority of the Company's shareholders on February 9, 1997 effective
October 19, 1996. Under the Plan, the Company has reserved an aggregate of
200,000 shares of Common Stock for issuance pursuant to options granted under
the Plan ("Plan Options"). The purpose of the Plan is to encourage stock
ownership by officers, directors, key employees and consultants of the Company,
and to give such persons a greater personal interest in the success of the
Company's business and an added incentive to continue to advance and contribute
to the Company. The Board of Directors of the Company will administer the Plan
including, without limitation, the selection of the persons who will be granted
Plan Options under the Plan, the type of Plan Options to be granted, the number
of shares subject to each Plan Option and the Plan Option price.
Plan Options granted under the Plan may either be options qualifying as
incentive stock options ("Incentive Options") under Section 422 of the Internal
9
<PAGE>
Revenue Code of 1986, as amended, or options that do not so qualify
("Non-Qualified Options"). In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the exercise price of the Plan Option with shares of Common Stock owned
by the eligible person and receive a new Plan Option to purchase shares of
Common Stock equal in number to the tendered shares. As discussed hereafter, any
Incentive Option granted under the Plan must provide for an exercise price of
not less than 100% of the fair market value of the underlying shares on the date
of such grant, but the exercise price of any Incentive Option granted to an
eligible employee owning more than 10% of the outstanding Common Stock of the
Company must not be less than 110% of such fair market value as determined on
the date of the grant. The term of each Plan Option and the manner in which it
may be exercised is determined by the Board of Directors or the Committee,
provided that no Plan Option may be exercisable more than 10 years after the
date of its grant and, in the case of an Incentive Option granted to an eligible
employee owning more than 10% of the Common Stock, no more than five years after
the date of the grant.
The Plan was adopted by the Board of Directors and a majority of the
Company's shareholders on February 9, 1997 effective October 19, 1996.
ELIGIBILITY
Officers, directors, key employees and consultants of the Company and its
subsidiaries are eligible to receive Non-Qualified Options under the Visual Data
Corporation 1996 Stock Option Plan. Only officers, directors and employees of
the Company who are employed by the Company or by any subsidiary thereof are
eligible to receive Incentive Options.
ADMINISTRATION
The Plan will be administered by the Board of Directors. The Board of
Directors will determine from time to time those officers, directors, key
employees and consultants of the Company or any of its subsidiaries to whom Plan
Options are to be granted, the terms and provisions of the respective option
agreements, the time or times at which such Plan Options shall be granted, the
type of Plan Options to be granted, the dates such Plan Options become
exercisable, the number of shares subject to each Plan Option, the purchase
price of such shares and the form of payment of such purchase price. All other
questions relating to the administration of the Plan, and the interpretation of
the provisions thereof and of the related option agreements, are resolved by the
Board of Directors.
SHARES SUBJECT TO AWARDS
The Company has reserved 200,000 of its authorized but unissued shares of
Common Stock or shares maintained in the treasury of the Company for issuance
under the Plan, and a maximum of 200,000 shares may be issued thereunder. In
connection with the adoption and approval of the Plan, the Company's Board of
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<PAGE>
Directors resolved that the aggregate number of total shares of the Company's
Common Stock issuable under the Plan may not exceed 200,000 shares (subject to
adjustment in the event of certain changes in the Company's capitalization)
without further action by the Company's Board of Directors and stockholders, as
required. Except for such limitation on the aggregate number of shares issuable
under the Plan, there is no maximum or minimum number of shares of Common Stock
as to which a Plan Option may be granted to any person. Shares used for Plan
Options may be authorized and unissued shares or shares reacquired by the
Company, including shares purchased in the open market. Shares covered by Plan
Options which terminate unexercised will again become available for additional
Plan Options, without decreasing and maximum number of shares issuable under the
Plan, although such shares may also be used by the Company for other purposes.
The Plan provides that, if the Company's outstanding shares are increased,
decreased, exchanged or otherwise adjusted due to a share dividend, forward or
reverse share split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares, an appropriate and proportionate adjustment
shall be made in the number or kind of shares subject to the Plan or subject to
unexercised Plan Options and in the purchase price per share under such Plan
Options. Any adjustment, however, does not change the total purchase price
payable for the shares subject to outstanding Plan Options. In the event of the
proposed dissolution or liquidation of the Company, a proposed sale of all or
substantially all of the assets of the Company, a merger or tender offer for the
Company's shares of Common Stock, the Board of Directors may declare that each
Option granted under this Plan shall terminate as of a date to be fixed by the
Board of Directors; provided that not less than 30 days written notice of the
date so fixed shall be given to each Eligible Person holding an Option, and each
such Eligible Person shall have the right, during the period of 30 days
proceeding such termination, to exercise his Option as to all or any part of the
Shares, including shares of stock as to which such Option would not otherwise be
exercisable.
TERMS OF EXERCISE
The Plan provides that the Plan Options granted thereunder shall be
exercisable from time to time in whole or in part, unless otherwise specified in
the agreement representing the Plan Options or by the Board of Directors. Each
Plan Option may be exercised in whole or in part at any time during the period
from the date of the grant until the end of the period covered by the Plan
Option period.
The Plan provides that, with respect to Incentive Stock Options, the
aggregate fair market value (determined as of the time the option is granted) of
the shares of Common Stock, with respect to which Incentive Stock Options are
first exercisable by any option holder during any calendar year (including all
incentive stock option plans of the Company, any parent or any subsidiaries
which are qualified under Section 422 of the Internal Revenue Code of 1986)
shall not exceed $100,000.
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EXERCISE PRICE
The purchase price for shares subject to Incentive Stock Options must be
at least 100% of the fair market value of the Company's Common Stock on the date
the option is granted, except that the purchase price must be at least 110% of
the fair market value in the case of an Incentive Stock Option granted to a
person who is a "10% stockholder." A "10% stockholder" is a person who owns
(within the meaning of Section 422(b)(6) of the Internal Revenue Code of 1986)
at the time the Incentive Stock Option is granted, shares possessing more than
10% of the total combined voting power of all classes of the outstanding shares
of the Company, any parent or any subsidiaries. The Plan provides that fair
market value shall be determined by the Board of Directors in accordance with
procedures which it may from time to time establish. If the purchase price is
paid with consideration other than cash, the Board of Directors shall determine
the fair value of such consideration to the Company in monetary terms.
The exercise price of Non-Qualified Options shall be determined by the
Board of Directors but be not less than the par value of one share of the
Company's Common Stock on the date the Option is granted.
The per share purchase price of shares subject to Plan Options granted
under the Plan may be adjusted in the event of certain changes in the Company's
capitalization, but any such adjustment shall not change the total purchase
price payable upon the exercise in full of Plan Options granted under the Plan.
MANNER OF EXERCISE
Plan Options are exercisable under the Plan by delivery of written notice
to the Company stating the number of shares with respect to which the Plan
Option is being exercised, together with full payment of the purchase price
therefor. Payment shall be in cash, checks, certified or bank cashier's checks,
promissory notes secured by the Shares issued through exercise of the related
Options, shares of Common Stock or in such other form or combination of forms
which shall be acceptable to the Board of Directors, provided that any loan or
guarantee by the Company of the purchase price may only be made upon resolution
of the Board that such loan or guarantee is reasonably expected to benefit the
Company.
OPTION PERIOD
All Incentive Stock Options shall expire on or before the tenth (10th)
anniversary of the date the option is granted except as limited above.
Non-Qualified Options shall expire 10 years and one day from the date of grant
unless otherwise provided under the terms of the option grant.
TERMINATION
All Plan Options are nonassignable and nontransferable, except by will or
by the laws of descent and distribution, and during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee's employment is
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terminated for any reason, other than his death or disability or termination for
cause, or if an optionee is not an employee of the Company but is a member of
the Company's Board of Directors and his service as a director is terminated for
any reason, other than death or disability, the Plan Option granted to him shall
lapse to the extent unexercised on the earlier of the expiration date or 30 days
following the date of termination. If the optionee dies during the term of his
employment, the Plan Option granted to him shall lapse to the extent unexercised
on the earlier of the expiration date of the Plan Option or the date one year
following the date of the optionee's death. If the optionee is permanently and
totally disabled within the meaning of Section 22(c)(3) of the Internal Revenue
Code of 1986, the Plan Option granted to him lapses to the extent unexercised on
the earlier of the expiration date of the option or one year following the date
of such disability.
MODIFICATION AND TERMINATION OF PLANS
The Board of Directors may amend, suspend or terminate the Plan at any
time. However, no such action may prejudice the rights of any optionee who has
prior thereto been granted options under this Plan. Further, no amendment to
this Plan which has the effect of (a) increasing the aggregate number of Shares
subject to this Plan (except for adjustments due to changes in the Company's
capitalization), or (b) changing the definition of "Eligible Person" under this
Plan, may be effective unless and until approved by the stockholders of the
Company in the same manner as approval of this Plan is required. Any such
termination of the Plan shall not affect the validity of any Plan Options
previously granted thereunder. Unless the Plan shall theretofore have been
suspended or terminated by the Board of Directors, the Plan shall terminate on
October 19, 2006.
FEDERAL INCOME TAX EFFECTS
The following discussion applies to the Visual Data Corporation 1996 Stock
Option Plan and is based on federal income tax laws and regulations in effect on
July 31, 1997. It does not purport to be a complete description of the federal
income tax consequences of the Plan, nor does it describe the consequences of
state, local or foreign tax laws which may be applicable. Accordingly, any
person receiving a grant under the Plan should consult with his own tax adviser.
The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
An employee granted an Incentive Stock Option does not recognize taxable
income either at the date of grant or at the date of its timely exercise.
However, the excess of the fair market value of Common Stock received upon
exercise of the Incentive Stock Option over the Option exercise price is an item
of tax preference under Section 56(b)(3) of the Code and may be subject to the
alternative minimum tax imposed by Section 55 of the Code. Upon disposition of
stock acquired on exercise of an Incentive Stock Option, long-term capital gain
or loss is recognized in an amount equal to the difference between the sales
price and the Incentive Stock Option exercise price, provided that the option
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<PAGE>
holder has not disposed of the stock within two years from the date of grant or
within one year from the date of exercise, whatever is later. If the Incentive
Stock Option holder disposes of the acquired stock (including the transfer of
acquired stock in payment of the exercise price of an Incentive Stock Option)
without complying with both of these holding period requirements ("Disqualifying
Disposition"), the option holder will recognize ordinary income at the time of
such Disqualifying Disposition to the extent of the difference between the
exercise price and the lesser of the fair market value of the stock on the date
the Incentive Stock Option is exercised (the value six months after the date of
exercise may govern in the case of an employee whose sale of stock at a profit
could subject him to suit under Section 16(b) of the Securities Exchange Act of
1934) or the amount realized on such Disqualifying Disposition. Any remaining
gain or loss is treated as a short-term or long-term capital gain or loss,
depending on how long the shares are held. In the event of a Disqualifying
Disposition, the Incentive Stock Option tax preference described above may not
apply (although, where the Disqualifying Disposition occurs subsequent to the
year the Incentive Stock Option is exercised, it may be necessary for the
employee to amend his return to eliminate the tax preference item previously
reported). The Company and its subsidiary are not entitled to a tax deduction
upon either exercise of an Incentive Stock Option or disposition of stock
acquired pursuant to such an exercise, except to the extent that the Option
holder recognized ordinary income in a Disqualifying Disposition.
If the holder of an Incentive Stock Option pays the exercise price, in
full or in part, with shares of previously acquired Common Stock, the exchange
should not affect the Incentive Stock Option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
Incentive Stock Option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period which commences as of the date the Common Stock is issued to
the employee upon exercise of the Incentive Stock Option. If an exercise is
effected using shares previously acquired through the exercise of an Incentive
Stock Option, the exchange of the previously acquired shares will be considered
a disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.
In respect to the holder of Non-Qualified Options, the option holder does
not recognize taxable income on the date of the grant of the Non-Qualified
Option, unless the option has a readily ascertainable fair market value at the
time, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the Common Stock on the date of exercise. However, if the holder of
NonQualified Options is subject to the restrictions on resale of Common Stock
under Section 16 of the Securities Exchange Act of 1934, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the Common Stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by the Company in
the year that income is recognized.
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COMPENSATION AGREEMENTS
On October 28, 1997 the Company entered into a Stock Compensation
Agreement with Arlene Bonat (the "Bonat Agreement") relative to services
rendered by Ms. Bonat to the Company in connection with the Company's
CareView(TM) library, pursuant to which Ms. Bonat is to be issued an aggregate
of 20,000 shares of the Company's Common Stock as compensation for her services.
A copy of the Bonat Agreement is filed as Exhibit 10(a) to the Registration
Statement of which this Prospectus forms a part. On October 27, 1997 the Company
entered into a Stock Compensation Agreement with William Nalley (the "Nalley
Agreement") relative to services to be rendered by Mr. Nalley to the Company
also in connection with the Company's CareView(TM) Library, pursuant to which
Mr. Nalley is to be issued an aggregate of 10,000 shares of the Company's Common
Stock and $10,000 in cash as compensation for his services. A copy of the Nalley
Agreement is filed as Exhibit 10(b) to the Registration Statement of which this
Prospectus forms a part. On September 29, 1997 the Company entered into a Stock
Compensation Agreement with Burt Rhodes (the "Rhodes Agreement") relative to
services rendered by Mr. Rhodes to the Company also in connection with the
CareView(TM) library, pursuant to which Mr. Rhodes is to receive 15,000 shares
of the Company's Common Stock as compensation for his services. A copy of the
Rhodes Agreement is filed as Exhibit 10(c) to the Registration Statement of
which this Prospectus forms a part. Finally, on October 15, 1997 the Company
entered into a Stock Compensation Agreement with Arthur Nasso (the "Nasso
Agreement") relative to accounting services rendered by Mr. Nasso to the
Company. Pursuant to the Nasso Agreement, Mr. Nasso was to be issued an
aggregate of 3,000 shares of Common Stock as compensation for his services. A
copy of the Nasso Agreement is filed as Exhibit 10(d) to the Registration
Statement of which this Prospectus forms a part.
RESTRICTIONS UNDER SECURITIES LAWS
The sale of the shares must be made in compliance with federal and state
securities laws. Officers, directors and 10% or greater stockholders of the
Company, as well as certain other persons or parties who may be deemed to be
"affiliates" of the Company under the federal securities laws, should be aware
that resales by affiliates can only be made pursuant to an effective
Registration Statement, Rule 144 or any other applicable exemption. Officers,
directors and 10% and greater stockholders may also be subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.
15
<PAGE>
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized by its Articles of Incorporation to issue
20,000,000 shares of Common Stock, of which 3,022,976 were issued and
outstanding as of October 15, 1997. The holders of the Company's Common Stock
are entitled to receive dividends at such time and in such amounts as may be
determined by the Company's Board of Directors, and upon liquidation are
entitled to share ratably in the assets of the Company, subject to the rights of
the holders of any shares of preferred stock which may be outstanding, remaining
after the payment of all debts and other liabilities.
All shares of the Company's Common Stock have equal voting rights, each
share being entitled to one vote per share for the election of directors and all
other purposes. Holders of such Common Stock are not entitled to any preemptive
rights to purchase or subscribe for any of the Company's Securities. All of the
Company's Common Stock which is issued and outstanding is fully paid and
non-assessable. Stockholders, including the holders of any series of preferred
stock outstanding, do not have cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of Directors are
able to elect 100% of the Company's Directors.
It is not contemplated that any dividends will be paid on the Common
Stock, and the future ability to pay dividends will be dependent upon the
success of the Company's operations and the decision by its Board of Directors
at that time.
Preferred Stock
The Company is authorized to issue 5,000,000 shares of preferred stock,
par value $.0001 per share. The Board of Directors of the Company has the
authority, without further action by shareholders, to issue the preferred stock
in one or more series, and to fix for any series the dividend rate, redemption
price, liquidation or dissolution preferences, conversion rights, voting rights
and other preferences and privileges. There are no shares of preferred stock
currently issued and outstanding.
WARRANTS
Common Stock Purchase Warrants
The Company has issued and outstanding 1,150,000 redeemable Common Stock
Purchase Warrants ("Warrants"). Each Warrant entitles the holder to purchase one
share of Common Stock at $6.00 per share ("Warrant Exercise Price") commencing
February 1, 1998 until the expiration of the Warrants on July 30, 2002. The
Warrants are redeemable by the Company for $.05 per Warrant, at any time
commencing February 1, 1998, upon 30 days' prior written notice, if the closing
bid price of the Company's Common Stock as reported by the principal exchange on
which the Common Stock is traded equals or exceeds $7.20 per share for 20
consecutive trading days and ending 30 days prior to the notice of redemption.
16
<PAGE>
The Warrants can only be exercised when there is a current effective
registration statement covering the shares of Common Stock underlying the
Warrants. If the Company does not or is unable to maintain a current effective
registration statement, the Warrant holders will be unable to exercise the
Warrants and the Warrants may become valueless. In addition, because the
Warrants may be transferred, it is possible that the Warrants may be acquired by
persons residing in states where the Company has not registered, or is not
exempt from registration. In such event, if the shares of Common Stock
underlying the Warrants are not registered or qualified for sale in the state in
which a Warrant holder resides, such holder might not be permitted to exercise
the Warrants. Moreover, even if the Warrants could be transferred, the shares of
Common Stock underlying the Warrants may not be sold or transferred upon
exercise of the Warrants. Warrant holders residing in those states would have no
choice but to attempt to sell their Warrants or to let them expire unexercised.
Each Warrant may be exercised by surrendering the Warrant certificate,
with the form of election to purchase on the reverse side of the Warrant
certificate properly completed and executed, together with payment of the
exercise price to the Warrant Agent. The Warrants may be exercised in whole or
from time to time in part. If less than all of the Warrants evidenced by a
Warrant certificate are exercised, a new Warrant certificate will be issued for
the remaining number of Warrants.
Holders of the Warrants are protected against dilution of the equity
interest represented by the underlying shares of Common Stock upon the
occurrence of certain events, including, but not limited to, issuance of stock
dividends. If the Company merges, reorganizes or is acquired in such a way as to
terminate the Warrants, the Warrants may be exercised immediately prior to such
action. In the event of liquidation, dissolution or winding up of the Company,
holders of the Warrants are not entitled to participate in the distribution of
the Company's assets.
For the life of the Warrants, subject to the redemption provision, the
holders thereof are given the opportunity to profit from a rise in the market
price of the Common Stock of the Company. The exercise of the Warrants will
result in the dilution of the then book value of the Common Stock of the Company
held by the public investors and would result in a dilution of their percentage
ownership of the Company. The terms upon which the Company may obtain additional
capital may be adversely affected through the period that the Warrants remain
exercisable. The holders of these Warrants may be expected to exercise them at a
time when the Company would, in all likelihood, be able to obtain equity capital
on terms more favorable than those provided for by the Warrants.
In the event that the Warrants are called for redemption, the Warrant
holders may not be able to exercise their Warrants in the event that the Company
has not updated the registration statement covering the Warrants and underlying
shares of Common Stock in accordance with the requirements of the Act or these
securities have not been qualified for sale under the laws of the state where
the Warrant holder resides. In addition, in the event that the Warrants have
been called for redemption, such call for redemption could force the Warrant
holder to either (i) assuming the necessary updating to the registration
statement and state blue sky qualifications have been effected, exercise the
Warrants and pay the exercise price at a time when, in the event of a decrease
in market price from the period preceding the issuance of the call for
17
<PAGE>
redemption, it may be less than advantageous economically to do so, or (ii)
accept the redemption price, which, in the event of an increase in the price of
the stock, could be substantially less than the market value thereof at the time
of redemption.
THE FOREGOING DISCUSSION DOES NOT ADDRESS THE TAX CONSIDERATIONS THAT MAY
INVOLVE A PARTICULAR PURCHASER. ACCORDINGLY, ALL PROSPECTIVE PURCHASERS ARE
ADVISED TO CONSULT THEIR OWN TAX ADVISERS REGARDING THE FEDERAL, STATE, LOCAL
AND FOREIGN TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF THE
SHARES OF COMMON STOCK AND WARRANTS.
Other Outstanding Warrants
Additionally, as of the date of this Prospectus, there are warrants
outstanding to purchase an aggregate of 110,925 shares of Common Stock, of which
90,201 shares are exercisable at $6.60 per share through July 30, 1999; 8,334
shares of which are exercisable at $2.80 per share through May 20, 1999; 5,581
of which are exercisable at $1.40 per share through March 31, 1998; 2,679 of
which are exercisable at $1.40 per share through December 1, 1997; and 4,130 of
which are exercisable at $1.40 per share through July 26, 1998, which warrants
are held by Randy S. Selman, the Company's President, Chief Executive Officer
and acting Chief Financial Officer (2,791 warrants) and by Alan Saperstein, the
Company's Executive Vice President and Secretary (1,339 warrants). The shares of
Common Stock underlying the warrants described in this paragraph may not be
sold, transferred or assigned for a period of 24 months from July 30, 1997
without the prior written consent of Noble International Investments, Inc., the
representative ("Representative") of the several underwriters in the Company's
initial public offering concluded in August 1997. The Representative has advised
the Company that it does not have a general policy with respect to the release
of shares prior to the expiration of the lock-up.
STOCK OPTIONS
As of the date hereof, there are stock options to purchase an aggregate of
282,720 shares of Common Stock outstanding, which includes (i) 1,395 of which
are exercisable at $5.60 per share through March 31, 1999, (ii) 2,679 of which
are exercisable at $1.40 per share through May 30, 1998, (iii) 4,186 of which
are exercisable at $1.40 per share through March 31, 1999, and (iv) 274,460 are
exercisable at $.00016 per share commencing January 1, 1997 and continue for a
period of five years thereafter, which options are held by Randy S. Selman, the
Company's President, Chief Executive Officer and Chief Financial Officer
(137,230 options) and by Alan Saperstein, the Company's Executive Vice President
and Secretary (137,230 options).
The Nasdaq SmallCap Market
The Company's Common Stock and Warrants are traded on The Nasdaq SmallCap
Markets under the symbols "VDAT" and "VDATW", respectively.
Transfer Agent
The Company's transfer agent and registrar for the Common Stock and
Warrants is Interwest Transfer Co., Inc., 1981 East Murray Holladay Road, Suite
100, Salt Lake City, UT 84117.
18
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop and Borkson,
P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.
INDEMNIFICATION
The Articles of Incorporation of the Company provide indemnification of
directors and officers and other corporate agents to the fullest extent
permitted pursuant to the laws of Florida. The Articles of Incorporation also
limit the personal liability of the Company's directors to the fullest extent
permitted by the Florida Business Corporation Act. The Florida Business
Corporation Act contains provisions entitling directors and officers of the
Company to indemnification from judgments, fines, amounts paid in settlement and
reasonable expenses, including attorney's fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officers of the Company, provided said officers of directors acted
in good faith.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, or otherwise, the Company 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 Company 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 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 whether such
indemnification by it is against public policy as express in the Act and will be
governed by the final adjudication of such issue.
19
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
- ------- ---------------------------------------
The documents listed in (a) through (e) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
(a) The Registrant's latest annual report or transitional report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act, or, in the case of the
Registrant, either (1) the latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Act"), that contains audited
financial statements for the Registrant's latest fiscal year for which such
statements have been filed or (2) the Registrant's effective registration
statement on Form 10 or 30F filed under the Exchange Act containing audited
financial statements for the Registrant's latest fiscal year.
1. The Company's Registration Statement on Form SB-2, as amended, File
No. 333- 18819, as declared effective by the Commission on July 30, 1997.
2. Quarterly Report on Form 10-QSB for the nine months ended June 30,
1997.
3. Report on Form 8-K as filed on October 1, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above.
(c) The description of the Common Stock of the Company which is
contained in a Registration Statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
- ------- -------------------------
A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.
20
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------- --------------------------------------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------- -----------------------------------------
A description of the indemnification of the Registrant's officers
and directors is set forth above under the heading "Indemnification."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------- -----------------------------------
Not applicable.
ITEM 8. EXHIBITS
- ------- --------
Exhibit Description
- ------- -----------
4(a) Visual Data Corporation 1996 Stock Option Plan is incorporated
herein by reference to Exhibit 10(e) to the Registration Statement
on Form SB-2, as amended, file number 333-18819, as declared
effective by the Securities and Exchange Commission on July 30,
1997.
4(b) Forms of Stock Option Agreements to be issued pursuant to the Visual
Data Corporation 1996 Stock Option Plan are incorporated herein by
reference to Exhibit 10(e) to the Registration Statement on Form
SB-2, as amended, file number 333-18819, as declared effective by
the Securities and Exchange Commission on July 30, 1997.
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating to the
issuance of shares of Common Stock pursuant to the Visual Data
Corporation 1996 Stock Option Plan and the Compensation Agreements
10(a) Form of Stock Compensation Agreement with Arlene Bonat
10(b) Form of Stock Compensation Agreement with William Nalley
10(c) Form of Stock Compensation Agreement with Burt Rhodes
10(d) Form of Stock Compensation Agreement with Arthur Nasso
(24.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A. included in the
opinion filed as exhibit (5) hereto
(24.2) Consent of Goldstein Lewin & Co
21
<PAGE>
ITEM 9. UNDERTAKINGS
- ------- ------------
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are
being made, a post-effective amendment to this Registration Statement 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;
(b) That, for the purposes of determining any liability under the
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; and
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 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.
(3) Insofar as indemnification for liabilities arising under the Act 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 of 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 Act and will be governed by the final adjudication of
such issue.
22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pompano Beach and the State of Florida, on the
30th day of October, 1997.
Visual Data Corporation
By: /s/ Randy S. Selman
-----------------------------
Randy S. Selman,
Chairman of the Board,
Principal Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Randy S. Selman President and Chief October 30, 1997
- --------------------------- Executive Officer and
Randy S. Selman Director (Principal
Executive Officer)
/s/ Alan Saperstein Vice President, October 30, 1997
- --------------------------- and Director
Alan Saperstein
/s/ Ben Swirsky Director October 30, 1997
- ---------------------------
Ben Swirsky
/s/ Brian K. Service Director October 30, 1997
- ---------------------------
Brian K. Service
/s/ Eric Jacobs Director October 30, 1997
- ---------------------------
Eric Jacobs
23
<PAGE>
EXHIBIT INDEX
Visual Data Corporation
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
4(a) Visual Data Corporation 1996 Stock Option Plan is hereby
incorporated by referenced to Exhibit 10(e) to the
Registration Statement on Form SB-2, as amended, file
no. 333-18819, as declared effective by the Securities
and Exchange Commission on July 30, 1997
4(b) Forms of Stock Option Agreements to be issued pursuant
to the 1996 Stock Option Plan Company are hereby
incorporated by reference to Exhibit 10(e) to the
Registration Statement on Form SB-2, as amended, file
no. 333-18819, as declared effective by the Securities
and Exchange Commission on July 30, 1997
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
relating to the issuance of shares of Common Stock
pursuant to the 1996 Stock Option Plan and the
Compensation Agreements
10(a) Form of Stock Compensation Agreement with Arlene Bonat
10(b) Form of Stock Compensation Agreement with William Nalley
10(c) Form of Stock Compensation Agreement with Burt Rhodes
10(d) Form of Stock Compensation Agreement with Arthur Nasso
(24.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A.
included in the opinion filed as Exhibit (5) hereto
(24.2) Consent of Goldstein Lewin & Co.
EXHIBIT (5)
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
200 East Las Olas Boulevard
Suite 1900
Fort Lauderdale, Florida 33301
954-763-1200
October 30, 1997
Visual Data Corporation
1291 SW 29 Avenue
Pompano Beach, FL 33069
Re: Registration Statement on Form S-8: Visual Data Corporation (the
"Company"),248,000 shares of Common Stock
Gentlemen:
This opinion is submitted pursuant to applicable rule of the Securities and
Exchange Commission (the "Commission") with respect to the registration by the
Company and the resale of (i) an aggregate of 200,000 shares of Common Stock,
par value $.0001 per share (the "Common Stock") to be issued pursuant to the
above Registration Statement and the Company's 1996 Stock Option Plan ("Plan")
and (ii) an aggregate of 48,000 shares of Common Stock issued or to be issued
pursuant to certain Compensation Agreements as described in the Registration
Statement. The shares of Common Stock to be sold consist of 200,000 shares of
Common Stock underlying options to be issued pursuant to the Plan and an
aggregate of 48,000 shares issued pursuant to certain Compensation Agreements.
In our capacity as counsel to the Company, we have examined the original,
certified, conformed, photostat or other copies of the Stock Compensation
Agreements, the Company's Articles of Incorporation, By-Laws and corporate
minutes provided to us by the Company. In all such examinations, we have assumed
the genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company and we
express no opinion thereon.
Based upon and in reliance of the foregoing, we are of the opinion that the
Common Stock, when issued in accordance with the terms of the Plan, and certain
stock option agreements pursuant thereto, and the Stock Compensation Agreements,
as the case may be, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the Registration Statement on
Form S-8 to be filed with the Commission.
Very truly yours,
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
s/s Atlas, Pearlman, Trop & Borkson, P.A.
EXHIBIT 10(a)
VISUAL DATA CORPORATION
1291 SW 29 Avenue
Pompano Beach, Florida 33069
October 28, 1997
Ms. Arlene Bonat
1500 Palisade Avenue
#20D
Fort Lee, NJ 07024
Re: Stock Compensation Agreement
Dear Arlene:
Formalizing our earlier discussions this Stock Compensation Agreement is to
acknowledge and confirm the terms of our consulting agreement with you as
follows:
1. APPOINTMENT. Visual Data Corporation (the "Company") hereby engages Arlene
Bonat ("Bonat") and Bonat hereby agrees to render services to the Company as an
outside consultant.
2. DUTIES. During the term of this Agreement Bonat shall provide advice to,
undertake for and consult with the Company concerning its CareView(TM) library
(the "Services") as may be requested by the Company from time to time.
3. TERM. The term of this Consulting Agreement shall commence on the date
hereof and terminate at such time as the Services have been rendered to the
satisfaction of the Company.
4. COMPENSATION. As compensation for the Services hereunder, Bonat shall be
issued an aggregate of 20,000 shares of Common Stock, $.0001 par value of the
Company (the "Shares") as follows: (i) 10,000 shares upon the execution of this
Agreement, (ii) 5,000 shares on January 1, 1998 and (iii) the remaining 5,000
shares on April 1, 1998. Within a reasonable time after the execution of this
Agreement, the Company shall, at its expense, register the Shares with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
5. CONFIDENTIALITY. Bonat will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Bonat in the course of
performing the Services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications).
<PAGE>
Ms. Arlene Bonat
October 28, 1997
page 2
6. INDEPENDENT CONTRACTOR. Bonat and the Company hereby acknowledge that Bonat
is an independent contractor as of the date of this Agreement.
7. MISCELLANEOUS. This Stock Compensation Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Stock Compensation Agreement cannot be modified or
changed, nor can any of its provisions be waived, except by written agreement
signed by all parties. This Stock Compensation Agreement shall be governed by
the laws of the State of Florida. In the event of any dispute as to the terms of
this Stock Compensation Agreement, the prevailing party in any litigation shall
be entitled to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding by
signing the enclosed copy of this letter where provided and returning it to us
at your earliest convenience.
Very truly yours,
Randy S. Selman, President
ACCEPTED AND AGREED TO as
of the 28th day of October, 1997.
- --------------------------------
Arlene Bonat
EXHIBIT 10(b)
VISUAL DATA CORPORATION
1291 SW 29 Avenue
Pompano Beach, Florida 33069
October 27, 1997
Mr. William Nalley
418 Plata
Newport Beach, CA 92660
Re: Stock Compensation Agreement
Dear Mr. Nalley:
Formalizing our earlier discussions this Stock Compensation Agreement is to
acknowledge and confirm the terms of our consulting agreement with you as
follows:
1. APPOINTMENT. Visual Data Corporation (the "Company") hereby engages William
Nalley ("Nalley") and Nalley hereby agrees to render services to the Company as
an outside consultant.
2. DUTIES. During the term of this Agreement Nalley shall provide advice to,
undertake for and consult with the Company and assist the Company in the design
and layout of advertising and other collateral materials for its CareView(TM)
library (the "Services") as may be requested by the Company from time to time.
3. TERM. The term of this Consulting Agreement shall commence on the date
hereof an terminate at such time as the Services have been rendered to the
satisfaction of the Company. This agreement may be terminated at any time by
either party upon 30 days' prior written notice to the other party. Upon
termination, all obligations of the parties to each other shall terminate, other
than the confidentiality obligations of Nalley pursuant to Section 5 hereof.
4. COMPENSATION. As compensation for the Services hereunder, Nalley shall be
issued an aggregate of 10,000 shares of Common Stock, $.0001 par value of the
Company (the "Shares") and $10,000, payable as follows: (i) $5,000 in cash upon
execution of this Agreement, (ii) 5,000 shares on December 1, 1997, and (iii)
the remaining 5,000 shares on January 1, 1998. Within a reasonable time after
the execution of this Agreement, the Company shall, at its expense, register the
Shares with the Securities and Exchange Commission under the Securities Act of
1933, as amended.
5. CONFIDENTIALITY. Nalley will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Nalley in the course of
performing the Services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
<PAGE>
Mr. William Nalley
October 27, 1997
page 2
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications).
6. INDEPENDENT CONTRACTOR. Nalley and the Company hereby acknowledge that
Nalley is an independent contractor as of the date of this Agreement.
7. MISCELLANEOUS. This Stock Compensation Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Stock Compensation Agreement cannot be modified or
changed, nor can any of its provisions be waived, except by written agreement
signed by all parties. This Stock Compensation Agreement shall be governed by
the laws of the State of Florida. In the event of any dispute as to the terms of
this Stock Compensation Agreement, the prevailing party in any litigation shall
be entitled to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding by
signing the enclosed copy of this letter where provided and returning it to us
at your earliest convenience.
Very truly yours,
Randy S. Selman, President
ACCEPTED AND AGREED TO as
of the 27th day of October, 1997.
_______________________________
William Nalley
EXHIBIT 10(c)
VISUAL DATA CORPORATION
1291 SW 29 Avenue
Pompano Beach, Florida 33069
September 29, 1997
Mr. Burt Rhodes
5732 Wind Drift Lane
Boca Raton, Florida 33433
Re: Stock Compensation Agreement
Dear Burt:
Formalizing our earlier discussions this Stock Compensation Agreement is to
acknowledge and confirm the terms of our consulting agreement with you as
follows:
1. APPOINTMENT. Visual Data Corporation (the "Company") has engaged Burt Rhodes
("Rhodes") and Rhodes accepted such engagement to render services to the Company
as an outside consultant.
2. DUTIES. The duties which were preformed by Rhodes including providing advice
to and consult with the Company concerning its CareView(TM) library (the
"Services").
3. TERM. The term of this Consulting Agreement shall cover all Services
rendered to the Company by Rhodes during the Company's fiscal year ended
September 30, 1997.
4. COMPENSATION. As compensation for the Services hereunder, Rhodes shall be
issued an aggregate of 15,000 shares of Common Stock, $.0001 par value of the
Company (the "Shares"). Within a reasonable time after the execution of this
Agreement, the Company shall, at its expense, register the Shares with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
5. CONFIDENTIALITY. Rhodes will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Rhodes in the course of
performing the Services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications).
6. INDEPENDENT CONTRACTOR. Rhodes and the Company hereby acknowledge that
Rhodes is an independent contractor as of the date of this Agreement.
<PAGE>
Mr. Burt Rhodes
September 29, 1997
page 2
7. MISCELLANEOUS. This Stock Compensation Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Stock Compensation Agreement cannot be modified or
changed, nor can any of its provisions be waived, except by written agreement
signed by all parties. This Stock Compensation Agreement shall be governed by
the laws of the State of Florida. In the event of any dispute as to the terms of
this Stock Compensation Agreement, the prevailing party in any litigation shall
be entitled to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding by
signing the enclosed copy of this letter where provided and returning it to us
at your earliest convenience.
Very truly yours,
Randy S. Selman, President
ACCEPTED AND AGREED TO as
of the 29th day of September, 1997.
______________________________
Burt Rhodes
EXHIBIT 10(d)
VISUAL DATA CORPORATION
1291 SW 29 Avenue
Pompano Beach, Florida 33069
October 15, 1997
Mr. Arthur Nasso
17070 Grand Bay Drive
Boca Raton, Florida 33496
Re: Stock Compensation Agreement
Dear Arthur:
Formalizing our earlier discussions this Stock Compensation Agreement is to
acknowledge and confirm the terms of our consulting agreement with you as
follows:
1. APPOINTMENT. Visual Data Corporation (the "Company") hereby engages Art
Nasso ("Nasso") and Nasso hereby agrees to render services to the Company as an
outside consultant.
2. DUTIES. During the term of this Agreement Nasso shall provide advice to,
undertake for and consult with the Company concerning its accounting (the
"Services") as may be requested by the Company from time to time.
3. TERM. The term of this Consulting Agreement shall commence on the date
hereof an terminate at such time as the Services have been rendered to the
satisfaction of the Company.
4. COMPENSATION. As compensation for the Services hereunder, Nasso shall be
issued an aggregate of 3,000 shares of Common Stock, $.0001 par value of the
Company (the "Shares") as follows: (i) 1,500 shares upon the execution of this
Agreement, and (ii) 1,500 shares on January 1, 1998. Within a reasonable time
after the execution of this Agreement, the Company shall, at its expense,
register the Shares with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
5. CONFIDENTIALITY. Nasso will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Nasso in the course of
performing the Services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications).
6. INDEPENDENT CONTRACTOR. Nasso and the Company hereby acknowledge that Nasso
is an independent contractor as of the date of this Agreement.
<PAGE>
Mr. Arthur Nasso
October 15, 1997
page 2
7. MISCELLANEOUS. This Stock Compensation Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Stock Compensation Agreement cannot be modified or
changed, nor can any of its provisions be waived, except by written agreement
signed by all parties. This Stock Compensation Agreement shall be governed by
the laws of the State of Florida. In the event of any dispute as to the terms of
this Stock Compensation Agreement, the prevailing party in any litigation shall
be entitled to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding by
signing the enclosed copy of this letter where provided and returning it to us
at your earliest convenience.
Very truly yours,
Randy S. Selman, President
ACCEPTED AND AGREED TO as
of the 15th day of October, 1997.
_____________________________
Arthur Nasso
EXHIBIT (24.2)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
Visual Data Corporation
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Visual Data Corporation (the "Company"), of our report
dated December 4, 1996, relating to the financial statements of the Company,
appearing in the Company's Registration Statement on Form SB-2, as amended, file
number 333-18819, as declared effective by the Securities and Exchange
Commission on July 30, 1997.
Goldstein Lewin & Co.
Boca Raton, Florida
October 30, 1997
