SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
[x] Definitive Proxy Statement Rule 14a-6(e)(2)
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Visual Data Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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Visual Data Corporation
1291 SW 29 Avenue
Pompano Beach, Florida 33069
Telephone 954-917-6655 Facsimile 954-917-6660
March 26, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of the
Stockholders of Visual Data Corporation to be held on Thursday, May 14, 1998 at
4:30 p.m. at the Boca Raton Marriott, 5150 Town Center Circle, Boca Raton,
Florida 33486. The formal Notice of Annual Meeting of Stockholders and Proxy
Statement are attached. I hope that you will attend the meeting in person, at
which time I will have the opportunity to review the business and operations of
Visual Data Corporation.
The matters to be acted upon by our stockholders are set forth in the
Notice of Annual Meeting of Stockholders. It is important that your shares be
represented and voted at the meeting. Accordingly, after reading the attached
Proxy Statement, please sign, date and return the enclosed proxy card. Your vote
is important regardless of the number of shares you own.
Sincerely,
/s/ Randy S. Selman
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Randy S. Selman
President and Chief Executive Officer
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VISUAL DATA CORPORATION
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 14, 1998
Notice is hereby given that the Annual Meeting of the Stockholders of
Visual Data Corporation (the "Company") will be held at 4:30 p.m., at the Boca
Raton Marriott, 5150 Town Center Circle, Boca Raton, Florida 33486 on Thursday,
May 14, 1998, for the following purposes:
1. To elect a Board of Directors consisting of five (5) members.
2. To ratify the appointment of Arthur Andersen LLP as the
independent auditors of the Company to serve at the pleasure
of the Board of Directors.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only stockholders of record, as shown by the transfer books of the
Company, at the close of business on March 17, 1998 will be entitled to notice
of and to vote at the meeting.
A list of stockholders entitled to vote at the Annual Meeting will be
available for examination by any stockholder for the proper purpose during
normal business hours at the offices of the Company for a period of at least ten
(10) days preceding the Annual Meeting.
The Board of Directors recommends that you vote FOR the Board's
nominees for director and the ratification of the appointment of the independent
auditors.
By Order of the Board of Directors
/s/ Randy S. Selman
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Randy S. Selman, Chairman and Chief
Executive Officer
March 26, 1998
PLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE
PROVIDED AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU MAY DO SO
IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT.
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VISUAL DATA CORPORATION
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PROXY STATEMENT
DATED MARCH 26, 1998
ANNUAL MEETING OF STOCKHOLDERS
MAY 14, 1998
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INTRODUCTION
The accompanying proxy is solicited by the Board of Directors (the
"Board") of Visual Data Corporation (the "Company") to be voted at the Annual
Meeting of Stockholders to be held on May 14, 1998 (the "Annual Meeting"), and
any adjournments thereof. When such proxy is properly executed and returned, the
shares it represents will be voted at the meeting as directed. If no
specification is indicated, the shares will be voted in accordance with the
recommendation of the Board with respect to each matter submitted to the
Company's stockholders for approval. Abstentions will not be voted, but will be
counted for determining the presence of a quorum. Broker non-votes will not be
counted for any purpose. Any stockholder giving a proxy has the power to revoke
it prior to its exercise by notice of revocation to the Company in writing, by
voting in person at the Annual Meeting or by execution of a subsequent proxy;
provided, however, that such action must be taken in sufficient time to permit
the necessary examination and tabulation of the subsequent proxy or revocation
before the vote is taken.
The shares entitled to vote at the Annual Meeting consist of shares of
the Company's Common Stock, with each share entitling the holder to one (1)
vote. At the close of business on March 17, 1998, the record date for the Annual
Meeting, there were issued and outstanding 3,100,435 shares of the Company's
Common Stock. This Proxy Statement and the accompanying form of proxy are first
being sent to stockholders on or about March 26, 1998.
In addition to the use of the mails, solicitations may be made by
employees of the Company by telephone, mailgram, facsimile, telegraph, cable and
personal interview. The Company shall bear all expenses for the solicitation of
proxies and has not retained a solicitation firm.
Proposal 1
ELECTION OF DIRECTORS
NOMINEES AND DIRECTORS
Five (5) members of the Board will be elected at the Annual Meeting.
Directors elected at
1
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the Annual Meeting will serve until the next annual meeting of stockholders or
until their successors are elected and qualified. The five nominees receiving
the greatest number of votes cast by the holders of the Common Stock entitled to
vote at the Annual Meeting will be elected directors of the Company (assuming a
quorum is present). The Company has no reason to believe that any nominee of the
Board will be unable to serve if elected. A vote FOR the nominees includes
discretionary authority to vote for a substitute nominee named by the Board if
any of the nominees becomes unable or unwilling to serve.
The following persons have been nominated by the Board for election to
the Board of Directors:
Name Age Position
---- --- --------
Randy S. Selman(1) 42 Chairman and Chief Executive Officer
Alan M. Saperstein 39 Executive Vice President and Director
Ben Swirsky(1)(2) 55 Director
Brian K. Service(1)(2) 50 Director
Eric Jacobs 50 Director
(1) Member of the Remuneration Committee
(2) Member of the Audit Committee
Randy S. Selman. Since the Company's inception in May 1993, Mr. Selman has
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served as the Company's Chief Executive Officer, President, and a director and
since September 1996, its acting Chief Financial Officer. Mr. Selman is also a
member of the Remuneration Committee of the Board of Directors. From March 1985
through May 1993, Mr. Selman was Chairman of the Board, President and Chief
Executive Officer of SK Technologies Corporation (Nasdaq SmallCap: SKTC), a
publicly-traded software development company. SKTC develops and markets software
for point-of-sale with complete back office functions such as inventory, sales
analysis and communications. Mr. Selman founded SKTC in 1985 and was involved in
the company's initial public offering in 1989. Mr. Selman's responsibilities
included management of SKTC, public and investor relations, finance, high level
sales and general overall administration.
Alan M. Saperstein. Mr. Saperstein has served as the Company's Executive Vice
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President, Secretary, Treasurer and a director since its inception in May 1993.
Mr. Saperstein also serves as an alternate member of the Remuneration Committee
of the Board of Directors. See Information Concerning the Board of Directors.
From March 1989 until May 1993, Mr. Saperstein was a free-lance producer of
video film projects. Mr. Saperstein has provided consulting services for
corporations which have set up their own sales and training video departments.
From 1983 through 1989, Mr. Saperstein was the Executive Director/Entertainment
Division of NFL Films where he was responsible for supervision of all projects,
budgets, screenings and staffing.
Ben Swirsky. Mr. Swirsky has been a member of the Board of Directors since July
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1997 and serves
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on the Audit and Remuneration Committees of the Board of Directors. Mr. Swirsky
is a principal in Benswir Properties Inc., an investment capital company. From
June 1992 until January 1998, Mr. Swirsky was President and Chief Executive
Officer of Slater Steel, Inc., a publicly traded company listed on the Toronto
Stock Exchange (SSI) with investments in the steel, steel service, forging,
pole-line hardware and trucking industries. Mr. Swirsky is also a member of the
Board of Directors of the Four Seasons Hotel Corp., a chain of first class
hotels located throughout the world.
Brian K. Service. Mr. Service has been a member of the Board of Directors of the
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Company since July 1997 and serves on the Audit and Remuneration Committees of
the Board of Directors. Mr. Service is currently an international business
consultant with clients in North and South America, the United Kingdom, Asia,
Australia and New Zealand. From October 1992 to October 1994 Mr. Service was CEO
and Managing Director of Salmond Smith Biolad, a New Zealand publicly-traded
company. From October 1986 to October 1992 he was CEO and Executive Chairman of
Milk Products Holding (North America) Inc., a wholly-owned subsidiary of the New
Zealand Dairy Board in Santa Rosa California, which was the sole marketer of New
Zealand dairy products in North America.
Eric Jacobs. Mr. Jacobs has been a member of the Board of Directors since July
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1997. From March 1996 until August 1997, Mr. Jacobs was Vice President and
General Manager of the Company's wholly owned subsidiary, HotelView Corporation
and thereafter he has served as Vice President and General Manager of the
Company's wholly owned subsidiary, CondoView Corporation. Since 1976, Mr. Jacobs
has served as the Chairman of the Miami Beach Visitor and Convention Authority
and since September 1993 as Chairman of the Greater Miami and the Beaches Hotel
Association. Since 1972 Mr. Jacobs has been a member of Miami Beach Chamber of
Commerce and has served as its Chairman since September 1996. From 1972 through
October 1993, Mr. Jacobs was the owner, President, and General Manager of the
Tarleton Hotel, Miami Beach, Florida.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
All actions by the Company's Board of Directors during 1997 were taken
by unanimous written consent. The Board of Directors has scheduled regular
quarterly meetings to coincide with the review of quarterly results of
operations. Additional special meetings may be called as required and in
accordance with the Company's By-Laws.
The Audit Committee of the Board recommends the firm to be employed as
the Company's independent public accountants and reviews the scope of the audit
and audit fees. In addition, the Audit Committee consults with the independent
auditors with regard to the plan of audit, the audit report and the management
letter, and confers with the independent auditors with regard to the adequacy of
internal accounting controls, as appropriate, out of the presence of management.
The members of the Audit Committee are Messrs. Service and Swirsky. The Audit
Committee has not held any meetings since its formation on November 29, 1997.
The members of the Audit Committee have scheduled regular meetings to review
quarterly financial results.
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The Remuneration Committee of the Board is charged with monitoring,
reporting and recommending to the Board of Directors on all matters concerning
remuneration and benefits of the Company's executive officers and senior staff.
The Remuneration Committee consists of Messrs. Selman, Service and Swirsky; in
matters considered by the Remuneration Committee which directly relate to Mr.
Selman, the Remuneration Committee consists of Messrs. Service, Swirsky and
Saperstein. The Remuneration Committee has not held any meetings since its
formation on November 29, 1997. The Remuneration Committee will meet as called
by Mr. Selman, but in any event at least one time annually.
The Board of the Company does not have a nominating committee.
EXECUTIVE COMPENSATION
The following table sets forth compensation information for the named
executive officers for services rendered in the fiscal years ending September
30, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long - Term
Annual Compensation Compensation Awards
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Name and Other Annual Restricted Options All Other
Principal Position Year Salary Bonus Compensation Stk Awds SARs(#) LTIP Compen.
- ------------------ ---- ------ ----- ------------ ---------- -------- ---- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Randy S. Selman,
President, Chief 1997 $123,350 -0- $2,100.00(1) -0- -0- -0- -0-
Executive Officer, 1996 $83,000 -0- $2,092.84(2) -0- 137,230 -0- -0-
acting Chief 1995 $43,333 -0- $1,274.83(3) -0- -0- -0- -0-
Financial Officer, Director
Alan Saperstein,
Exec. Vice President, 1997 $123,350 -0- $5,430.00(4) -0- -0- -0- -0-
Secretary and 1996 $83,000 -0- $5,927.19(5) -0- 137,230 -0- -0-
Director 1995 $43,333 -0- $5,951.73(6) -0- -0- -0- -0-
David E. Goodman,(7)
Executive Vice 1997 $19,130 -0- $ -0- -0- -0- -0- -0-
President and 1996 $ -0- -0 $ -0- -0- -0- -0- -0-
Chief Operating 1995 $ -0- -0- $ -0- -0- -0- -0- -0-
</TABLE>
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(1) Includes $672.00 for disability insurance and $1,428.00 for medical
insurance.
(2) Includes $568.70 for disability insurance and $1,524.14 for medical
insurance.
(3) Includes $616.00 for disability insurance and $1,558.83 for medical
insurance.
(4) Includes $424.00 for disability insurance and $5,006.00 for medical
insurance.
(5) Includes $424.08 for disability insurance and $5,503.11 for medical
insurance.
(6) Includes $388.74 for disability insurance and $5,562.99 for medical
insurance.
(7) Mr. Goodman joined the Company in August , 1997.
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DIRECTORS' COMPENSATION
Directors who are not employees of the Company receive $1,000 per
meeting as compensation for serving on the Board of Directors, as well as
reimbursement of reasonable out-of-pocket expenses incurred in connection with
their attendance at Board of Directors' meetings. Pursuant to the Company's 1996
Stock Option Plan (the "Plan"), directors who are not 10% stockholders or
employees may receive a grant of Common Stock and non-qualified stock options as
described under the Plan. In the alternative, at the option of the Company, the
Company may grant outside directors fair market value options outside of the
Plan.
On July 30, 1997, as amended, the Company granted to each of Messrs.
Service and Swirsky options outside of the Plan to each acquire 100,000 shares
of the Company's Common Stock at an exercise price of $2.50 per share. The term
of these options is five years from the date of grant, with 50,000 options
vesting on the first anniversary of the date of grant, 25,000 vesting on the
second anniversary of the date of grant and the remaining 25,000 vesting on the
third anniversary of the date of grant. Once vested, the options remain
exercisable until the expiration date thereof. In the event, however, either Mr.
Service or Mr. Swirsky are not members of the Company's Board of Directors at
the time the options vest, they will no longer be entitled to receive such
options.
On January 9, 1998 the Company granted Mr. Jacobs options outside the
Plan to acquire 50,000 shares of the Company's Common Stock at an exercise price
of $2.50 per share. The term of these options is five years from the date of
grant, with 25,000 options vesting on July 30, 1998 and the remaining 25,000
vesting on July 30, 1999. Once vested, the options remain exercisable until the
expiration date thereof. In the event, however, Mr. Jacobs is not employed by
the Company at the time the options vest, he will no longer be entitled to
receive such options.
EMPLOYMENT AGREEMENTS
In October 1996 the Company entered into employment agreements (the
"Agreements") with Randy S. Selman, the Company's Chief Executive Officer,
President, acting Chief Financial Officer, and a director, and with Alan
Saperstein, the Company's Executive Vice President, Secretary, Treasurer and a
director. The Agreements between the Company and each of Messrs. Selman and
Saperstein, as amended on April 30, 1997, are substantially similar. The term of
the Agreements is for three years from the effective date of the Agreements and
is renewable for successive one year terms unless terminated. The annual salary
under each of the Agreements is $125,000, which amount will be increased by 10%
each year. Messrs. Selman and Saperstein are also each eligible to receive an
annual bonus in cash or stock equal to 2% of the Company's earnings before
income tax, depreciation and amortization (EBITDA) on that portion of EBITDA
that has increased over the previous year's EBITDA. Additionally, on January 1
of each year Messrs. Selman and Saperstein shall receive options (which contain
certain anti-dilution provisions) to purchase 125,000 shares of Common Stock at
$2.50 per share for an exercise period of five years from the Grant Date.
The Agreements also provide, among other things, for (i) participation
in any profit-sharing
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or retirement plan and in other employee benefits applicable to employees and
executives of the Company, (ii) an automobile allowance and fringe benefits
commensurate with the duties and responsibilities of Messrs. Selman and
Saperstein, and (iii) benefits in the event of disability and contain certain
non-disclosure and non-competition provisions. Additionally, Messrs. Selman and
Saperstein may be granted certain bonus incentives by the Company's Board of
Directors. Furthermore, the Company has agreed to indemnify each of them for any
obligations or guaranties which either of them may have undertaken on behalf of
the Company.
Under the terms of the Agreements, the Company may terminate the
employment of Mr. Selman or Mr. Saperstein either with or without cause. If the
Agreement is terminated by the Company without good cause, or by Mr. Selman or
Mr. Saperstein, as applicable, the Company would be obligated to pay that
executive an amount equal to three times that executive's current annual
compensation (including base salary and bonus), payable in bi-weekly
installments (except in the case of a termination upon a change in control
wherein the executive may elect either a lump sum payment, discounted to present
market value or payment over a three year period in bi-weekly installments).
Additionally, the executive would be entitled to participate in and accrue
medical benefits for a period of two years after the date of termination without
cause (by the Company) or for good cause (by the executive). To the extent that
either Messrs. Selman or Saperstein are terminated for cause, no severance
benefits shall be paid.
In August 1997 the Company entered into an employment agreement with
David E. Goodman, the Company's Executive Vice President and Chief Operating
Officer. The terms of this one year agreement, as amended in October 1997, are
substantially similar to the Agreements between the Company and each of Messrs.
Selman and Saperstein. Mr. Goodman is currently paid a base salary of $137,500,
which such amount will be increased by 10% each year. Mr. Goodman is also
eligible to receive an annual bonus in cash or stock equal to 2% of EBITDA that
has increased over the previous years EBITDA. Mr. Goodman was also granted
options to acquire up to 250,000 shares of the Company's Common Stock at an
exercise price of $2.50, which such options vest as follows: 50,000 shares
vested on September 30, 1997; an additional 50,000 shares vested on January 1,
1998, and thereafter an additional 50,000 shares will vest on each of September
30, 1998, September 30, 1999 and September 30, 2000. Should the Company meet
certain undisclosed financial targets, the vesting date of the September 30,
1999 and 2000 options shall be accelerated to September 30, 1998. The employment
agreement between the Company and Mr. Goodman provides for participation in any
profit-sharing or retirement plan and in other employee benefits applicable to
employees and executive officers of the Company, including automobile allowances
and fringe benefits commensurate with the duties and responsibilities of Mr.
Goodman. Under the terms of the agreement, either party may terminate the
agreement without cause upon 30 days prior written notice, wherein Mr. Goodman
would be entitled to receive three months' salary as severance. Finally, the
agreement, which provides for termination with cause, or upon Mr. Goodman's
death of disability, also contains a two year non-compete and certain
non-disclosure provisions.
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INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
On February 9, 1997 the Board of Directors and a majority of the
Company's stockholders adopted the Company's 1996 Stock Option Plan. The purpose
of the Plan is to increase the employees', advisors, consultants' and
non-employee directors' proprietary interest in the Company and to align more
closely their interests with the interests of the Company's stockholders. The
purpose of the Plan is also to enable the Company to attract and retain the
services of experienced and highly qualified employees and non-employee
directors.
The Company has reserved an aggregate of 200,000 shares of Common Stock
for issuance pursuant to options granted under the Plan ("Plan Options"). As of
the date hereof, no options have been granted under the Plan. The Board of
Directors or a Committee of the Board of Directors (the "Committee") 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. As of this date, the Board of Directors has not established a separate
Committee.
Plan Options granted under the Plan may either be options qualifying as
incentive stock options ("Incentive Options") under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), 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. 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 Company's Common Stock must be at least 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 the 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 Company's Common Stock, no more than five years
after the date of the grant. In any case, the exercise price of any stock option
granted under the Plan will not be less than 85% of the fair market value of the
Common Stock on the date of grant. The exercise price of Non-Qualified Options
shall be determined by the Board of Directors or the Committee.
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.
Officers, directors and key employees of and consultants to the Company and its
subsidiaries will be eligible to receive Non-Qualified Options under the Plan.
Only officers, directors
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and employees of the Company who are employed by the Company or by any
subsidiary thereof are eligible to receive Incentive Options.
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
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 Code, 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.
The Board of Directors or the Committee may amend, suspend or terminate
the Plan at any time, except that no amendment shall be made which (i) increases
the total number of shares subject to the Plan or changes the minimum purchase
price therefor (except in either case in the event of adjustments due to changes
in the Company's capitalization), (ii) affects outstanding Plan Options or any
exercise right thereunder, (iii) extends the term of any Plan Option beyond ten
years, or (iv) extends the termination date of the Plan.
Unless the Plan shall theretofore have been suspended or terminated by
the Board of Directors, the Plan shall terminate on approximately 10 years from
the date of the Plan's adoption. Any such termination of the Plan shall not
affect the validity of any Plan Options previously granted thereunder.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 17, 1998, certain
information with respect to the beneficial ownership of the Company's Common
Stock by (i) each person known to the Company who beneficially owns more than 5%
of the Company's outstanding Common Stock, (ii) each director; (iii) all named
executive officers, and (iv) all directors and officers as a group. Except as
may otherwise be indicated, each named persona has voting and investment powers
over the listed shares, exercised solely by the named person or shared with a
spouse.
Name and Amount of Percentage
Address of Beneficial of
of Beneficial Owner Ownership of Stock Class
- ------------------- ------------------ ----------
Randy S. Selman(1) 492,846 14.1%
Alan M. Saperstein(2) 512,620 14.7%
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David E. Goodman(3) 100,000 3.1%
Ben Swirsky(4) 0 -
Brian K. Service(5) 10,938 (6)
Eric Jacobs(7) 13,600 (6)
All Officers and Directors as a
Group (six persons)
(1)(2)(3)(4)(5)(7) 1,130,004 28.3%
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(1) Includes warrants to purchase 2,791 shares at $1.40 per share, options
to acquire an aggregate of 137,230 shares of Common Stock at an
exercise price of $.00016 per share and options to acquire an aggregate
of 250,000 shares of Common Stock at an exercise price of $2.50 per
share. See Executive Compensation Employment Agreements and Certain
Relationships and Related Transactions.
(2) Includes warrants to purchase 1,340 shares at $1.40 per share, options
to acquire an aggregate of 137,230 shares of Common Stock at an
exercise price of $.00016 per share and options to acquire an aggregate
of 250,000 shares of Common Stock at an exercise price of $2.50 per
share. See Executive Compensation Employment Agreements and Certain
Relationships and Related Transactions.
(3) Includes options to acquire an aggregate of 100,000 shares of Common
Stock at an exercise price of $2.50 per share but excludes an
additional 150,000 options, exercisable at $2.50 per share, which have
not yet vested.
See Executive Compensation - Employment Agreements.
(4) Excludes options to acquire an aggregate of 100,000 shares of Common
Stock at an exercise price of $2.50 per share granted in August 1997
immediately following the Company's initial public offering. See
Directors' Compensation.
(5) Excludes options to acquire an aggregate of 100,000 shares of Common
Stock at an exercise price of $2.50 per share granted in August 1997
immediately following the Company's initial public offering. See
Directors Compensation.
(6) Represents less than 1%.
(7) Excludes options to acquire an aggregate of 50,000 shares of Common
Stock at an exercise price of $2.50 per share granted in January 1998.
See Directors' Compensation.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In February 1997 the Company granted each of Messrs. Selman and
Saperstein, executive officers and directors of the Company, options to acquire
137,230 shares of the Company's common stock at an exercise price of $.00016 per
share as a bonus.
The Company has adopted a corporate governance policy which requires
the approval of any transaction between the Company and any officer, director or
5% stockholder by a majority of the independent, disinterested directors. In
addition, pursuant to the inclusion of its securities on The Nasdaq(TM) SmallCap
Market, the Company is subject to compliance with certain corporate governance
standards adopted by The Nasdaq(TM) Stock Market, Inc.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company under Rule 16a-3(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") during the fiscal year ended September 30,
1997 and Forms 5 and amendments thereto furnished to the Company with respect to
the fiscal year ended September 30, 1997, as well as any written representation
from a reporting person that no Form 5 is required, the Company is not aware of
any person that failed to file on a timely basis, as disclosed in the
aforementioned Forms, reports required by Section 16(a) of the Exchange Act
during the fiscal year ended September 30, 1997, other than Mr. David Goodman,
the Company's Executive Vice President and Chief Operating Officer. Mr. Goodman
joined the Company in August 1997 and through an administrative error he was
tardy in filing his initial Form 3, which such form has been filed as of the
date hereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE
DIRECTORS NOMINEES.
10
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PROPOSAL 2
PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP
AS INDEPENDENT AUDITORS OF THE COMPANY
On October 1, 1997 Goldstein Lewin & Co. was dismissed as the Company's
independent auditor, an engagement it has held since 1994. During the period
Goldstein Lewin & Co. was engaged as the Company's independent auditor there
were no disagreements with Goldstein Lewin & Co. on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure. No accountants' report on the financial statements of the Company
issued by Goldstein Lewin & Co. contained an adverse opinion or a disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles. The Company requested that Goldstein Lewin & Co. furnish
it with a letter addressed to the Securities and Exchange Commission stating
whether or not it agreed with the statements made by the Company in response to
Item 4 of the Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on October 1, 1997 and, if not, stating the respects in
which he did not agree. The Company filed a copy of such letter from Goldstein
Lewin & Co. confirming its agreement to the Company's statements as an exhibit
to the Form 8-K Report filed with the Securities and Exchange Commission on
October 1, 1997.
On October 1, 1997 the Company engaged Arthur Andersen LLP as its
independent accountant for the fiscal year ended September 30, 1997. The
decision to change accountants was approved by the Company's Board of Directors.
The Board has subsequently appointed Arthur Andersen LLP, independent
public accountants, as the independent auditors of the Company, to serve at the
pleasure of the Board for 1998. A member of the firm will be present at the
Annual Meeting with the opportunity to make a statement and respond to
appropriate questions by stockholders.
The stockholders of the Company are asked to consider and act upon the
matter of ratifying the appointment of Arthur Andersen LLP. Approval of the
independent auditors requires the affirmative vote of a majority of the total
voting power represented by outstanding shares of Common Stock present or
represented at the Annual Meeting and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF ARTHUR
ANDERSEN LLP AS INDEPENDENT AUDITORS OF THE COMPANY.
STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be
presented by such stockholders at the 1999 Annual Meeting must be received by
the Company no later than March 1, 1999 in order to have them included in the
proxy statement and form of proxy relating to that meeting.
11
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OTHER MATTERS
Management is not aware of any other matters to be presented for action
at the Meeting. However, if any other matter is properly presented, it is the
intention of the persons named in the enclosed form of proxy to vote in
accordance with their best judgment on such matter.
ANNUAL REPORTS
The Company's 1997 Annual Report to Stockholders, which contains the
Company's Annual Report on Form 10-KSB (without exhibits) and its consolidated
financial statements for the year ended September 30, 1997, accompanies this
proxy statement. The Company's Annual Report on Form 10-KSB for the year ended
September 30, 1997 will also be made available (without exhibits), free of
charge, to interested stockholders upon written request to Investor Relations,
Visual Data Corporation, 1291 SW 29 Avenue, Pompano Beach, Florida 33069.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Randy S. Selman
----------------------------------
Randy S. Selman, Chairman and
Chief Executive Officer
March 26, 1998
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VISUAL DATA CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
MAY 14, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VISUAL DATA
CORPORATION.
The undersigned hereby appoints Randy S. Selman proxy with power of
substitution and hereby authorizes him to represent and to vote, as designed
below, all of the shares of Common Stock of Visual Data Corporation (the
"Company") held of record by the undersigned on March 17, 1998, at the Annual
Meeting of Stockholders to be held in Boca Raton, Florida on Thursday, May 14,
1998, at 4:30 p.m., local time, and at all adjournments thereof, with all powers
the undersigned would possess if personally present. In his discretion, the
Proxy is authorized to vote upon such other business as may properly come before
the meeting.
1. Election of Directors
Nominees: Randy S. Selman, Alan M. Saperstein, Ben Swirsky, Brian K.
Service and Eric Jacobs.
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY [ ] FOR all nominees,
except as noted below:
______________________
Nominee exception
2. Proposal to ratify the appointment of Arthur Andersen LLP as independent
auditors of the Company for the fiscal year ending September 30, 1998 to serve
at the pleasure of the Board of Directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1 AND 2. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH
AND HEREBY RATIFIES THAT THE SAID ATTORNEY AND PROXIES MAY DO BY VIRTUE HEREOF.
DATED:____________ _____________________________________
(Signature)
<PAGE>
_____________________________________
(Signature if jointly held)
_____________________________________
(Printed name(s))
Please sign exactly as name appears herein. When shares are held by Joint
Tenants, both should sign, and for signing as attorney, as executor, as
administrator, trustee or guardian, please give full title as such. If held by a
corporation, please sign in the full corporate name by the president or other
authorized officer. If held by a partnership, please sign in the partnership
name by an authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE. THANK YOU.
