As filed with the Securities and Exchange Commission on August , 1998
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
CONSULTING AND 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:
Joel D. Mayersohn, 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
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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) 35,000 shares $2.78 $97,300 $28.70
(1) Estimated solely for the purpose of computing the amount of
the registration fee in accordance with Rule 457(c) under the
Securities Act of 1933 based upon the average of the closing
bid and asked price for the Registrant's Common Stock, $.0001
per share (the "Common Stock") as reported by The Nasdaq
SmallCap Market(TM) on August 3, 1998.
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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>
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 Pro-
Cover Pages of Prospectus spectus 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;
Registered Compensation and Consulting 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>
iii
<PAGE>
PROSPECTUS
VISUAL DATA CORPORATION
35,000 Shares of Common Stock
This Prospectus is part of a Registration Statement registering for
re-sale an aggregate of 35,000 shares ("Shares") of Common Stock, par value
$.0001 per share (the "Common Stock") of Visual Data Corporation (the
"Company"), of which 15,000 Shares were issued to Michael Liik pursuant to a
Compensation Agreement between the Company and Mr. Liik (the "Liik Agreement")
and the remaining 20,000 Shares were issued to Jeff Braile pursuant to a
Consulting Agreement between the Company and Mr. Braile (the "Braile
Agreement"). Messrs. Liik and Braille shall hereinafter 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.
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 under the terms of the Consulting
Agreement 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 August 6, 1998.
<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 at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The
Company's Common Stock and Warrants are traded on The Nasdaq SmallCap Market(TM)
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 with respect to
an aggregate of 35,000 shares of the Company's Common Stock issued to the
Selling Security Holders. 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 or viewed on the
Commission's web site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the 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. Annual Report on Form 10-KSB for the fiscal year ended September 30,
1997.
3. Quarterly Report on Form 10-QSB for the three months ended December
31, 1997.
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4. Quarterly Report on Form 10-QSB for the three months and six months
ended March 31, 1998.
5. The Company's Proxy Statement for its Annual Meeting of Shareholders
held on May 14, 1998.
6. The Report on Form 8-K as filed on May 19, 1998.
7 The Report on Form 8-K as filed on June 3, 1998.
8. Definitive Proxy Statement as filed on July 31, 1998
9. 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.
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THE COMPANY
Visual Data Corporation, a Florida corporation (the "Company"), was
formed in May 1993 with the goal of becoming the predominant digital multi-media
content provider in the advertising industry. In August 1997, one year after
exiting from its development stage activities, the Company completed its initial
public offering. As used herein, the Company includes HotelView Corporation, a
Florida corporation ("HVC") incorporated in September 1993, CareView
Corporation, a Florida corporation ("CareView") incorporated in August 1997,
ResortView Corporation, a Florida corporation ("ResortView") incorporated in
December 1997, Video News Wire Corporation, a Florida corporation ("Video
NewsWire") incorporated in March 1998 and AttractionView Corporation, a Florida
corporation ("AttractionView") incorporated in April 1998, all of which are
wholly-owned subsidiaries of the Company.
The Company develops digital multi-media libraries of interactive
visual information which can be marketed and distributed through a variety of
media, including the Internet, other On-line services, laser disc, DVD and,
eventually, Interactive Television ("ITV"). Much like a magazine selling
advertising space, the Company generates revenues through fees paid by companies
which advertise and showcase their products in one of the Company's innovative
multi-media libraries, each of which is targeted to a specific industry, such as
travel, health care and interval ownership. Each of the libraries, or "Views,"
are essentially marketing companies designed to distribute advertising over new,
non-traditional media, supplementing traditional advertising mediums such as
print, television and radio. Unlike traditional advertising which is essentially
passive, the use of non-traditional media should, in management's opinion, allow
the Company's messages to have greater impact and higher recall because of the
active interface between the advertiser and the consumer and the proactive
nature of the medium. The ability of the product to be revisited at the
consumer's discretion, combined with the detail of the message provided by the
video, will also permit a more aggressive promotion by the advertiser (the
Company's client) by allowing the client the opportunity to supplement their
traditional advertising, broaden reach and frequency, and, hopefully, improve
market position.
As discussed above, the Company's libraries will be offered to the
general public through various media. The Company's first library, HotelView(R),
is a visual library of hotels and resorts, including nearby services and
attractions which was initially available through a travel agency distribution
channel developed by the Company and since November 1997 has been available on
the Internet at the Company's web site, www.hotelview.com. Additional libraries
which possess certain synergies to HotelView(R), including CruiseView(TM),
AdventureView(TM) and ConventionView(TM) will be offered through the Internet as
these libraries are developed. The Company currently has several additional
libraries in various stages of development, including the CareView(TM) library
which is currently being marketed in South Florida and the New York Metro area.
The CareView (TM) system provides not only a video tour of nursing homes and
assisted living facilities, but brings to consumers information about bed
availability and type of insurance accepted to aid them in the decision making
process. Management of the Company currently anticipates that many of the
Company's other libraries, such as MedicalView(TM), CampusView,
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Health and FitnessView(TM) and ProductView(TM), will be fully developed and
launched as soon as high speed data transmission capability, such as cable
modems, is widely available. The Company owns, or in the case of libraries under
development will own, all of the content included in its libraries.
The Company's principal executive offices are located at 1291 SW 29
Avenue, Pompano Beach, Florida 33069, telephone 954-917-6655, telecopier
954-917-6655, Web site www.vdat.com. Its fiscal year end is September 30.
COMPENSATION AND CONSULTING AGREEMENTS
On March 18, 1998 the Company entered into a Compensation Agreement
with Michael Liik (the "Liik Agreement") relative to services rendered by Mr.
Liik to the Company in facilitating the purchase of interests in certain
software products from Digital Criteria Technologies ("Digital") including
Career Select and Real Estate Select, as well assisting the Company in
negotiating the terms of and securing a marketing agreement with Digital related
to certain software products, including Voice Select which is being incorporated
into the Company's TalentView library. Pursuant to the Liik Agreement, Mr. Liik
was issued 15,000 shares of the Company's Common Stock as compensation for his
services. A copy of the Liik Agreement is filed as Exhibit 10.1 to the
Registration Statement of which this Prospectus forms a part.
On August 3, 1998 the Company entered into a Consulting Agreement with
Jeff Braile (the "Braile Agreement") relative to services to be rendered by Mr.
Braile regarding the structure, development and marketing of the Company's Data
Acquisition division. This agreement, the term of which is for 12 months and
which contains certain confidential provisions, provided that Mr. Braile was
issued 20,000 shares of the Company's Common Stock as compensation for his
services thereunder. A copy of the Braile Agreement is filed as Exhibit 10.2 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 Exchange Act.
SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of each of the Selling Security
Holders, the amount of shares of Common Stock held directly or indirectly by
such Selling Security Holder, the
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maximum amount of shares of Common Stock to be offered by each Selling Security
Holder, the amount of Common Stock to be owned by each Selling Security Holder
following sale of such shares of Common Stock and the percentage of shares of
Common Stock to be owned by each Selling Security Holder following completion of
such offering.
<TABLE>
<CAPTION>
Percentage
Shares to be to be Owned
Name of Selling Number of Shares to Owned After After
Security Holder Shares Owned be Offered Offering Offering
- --------------- ------------ ---------- ------------ -----------
<S> <C> <C> <C> <C>
Jeff Braile 20,000 20,000 0 0
Michael Liik 15,000 15,000 0 0
</TABLE>
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 3,300,435 were issued and
outstanding as of July 6, 1998. 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. As of the date hereof, the Company has
designated a series
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consisting of 300 shares of Series A Preferred Stock, of which 150 shares are
currently issued and outstanding. The designations, rights and preferences of
the Series A Preferred Stock are incorporated by reference to the Company's
Report on Form 8-K as filed with the Commission on May 19, 1998. The remaining
4,999,700 shares of preferred stock remain without designation.
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. In connection with the Company's initial public offering in July
1997, the Company also issued an aggregate of 100,000 Underwriters' Warrants.
The terms of the Warrants and Underwriters' Warrants are more fully set forth in
the Company's Registration Statement on Form SB-2, as amended, file number
333-18819, which is incorporated herein by such reference.
Other Outstanding Warrants
Additionally, as of July 6, 1998, there are warrants outstanding to
purchase an aggregate of 202,665 shares of Common Stock, of which (i) 90,201
warrants are exercisable at $6.60 per share through July 30, 1999 (ii) 8,334
warrants are exercisable at $2.80 per share through May 20, 1999 (iii) 90,000
warrants are exercisable at $6.00 per share through July 27, 2002 (iv) 10,000
warrants are exercisable at $3.00 per share through January 21, 2003 and (v)
4,130 warrants which are exercisable at $1.40 per share through July 26, 1998,
which such 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.
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Stock Options
As of July 6, 1998, there are stock options to purchase an aggregate of
1,081,916 shares of Common Stock outstanding, which includes options to purchase
(i) 5,581 shares which are exercisable at $5.60 per share through March 31,
1999, (ii) 274,460 shares which are exercisable at $.00016 per share through
January 1, 2001, 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), (iii) 46,875 shares which are exercisable at $5.00 per share
through September 30, 2002, (iv) 25,000 shares which are exercisable at $2.50
per share through March 1, 2001, (v) 125,000 shares which are exercisable at
$2.50 per share through July 30, 2002, of which 25,000 options are held by Eric
Jacobs, 50,000 options are held by Ben Swirsky and 50,000 options are held by
Brian Service, all directors of the Company, (vi) 250,000 shares which are
exercisable at $2.50 per share through December 31, 2000, of which 125,000
options are held by each of Randy S. Selman and Alan Saperstein, (vii) 50,000
shares which are exercisable at $2.50 per share though September 30, 2001 which
are held by David E. Goodman, the Company's Chief Operating Officer, (viii)
300,000 shares which are exercisable at $2.50 per share through January 8, 2002,
of which 125,000 options are held by each of Randy S. Selman and Alan Saperstein
and 50,000 options which are held by David E. Goodman, and (viii) 5,000 shares
exercisable at $2.75 per share through April 21, 2002 .
The Nasdaq SmallCap Market(TM)
The Company's Common Stock and Warrants are traded on The Nasdaq
SmallCap Market(TM) 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.
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.
EXPERTS
The consolidated financial statements as of and for the year ended
September 30, 1997 incorporated by reference in this prospectus, have been
audited by Arthur Andersen LLP, independent certified public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference upon the authority of said of said firm as experts in giving said
reports.
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The consolidated balance sheet of Visual Data Corporation and
Subsidiary as of September 30, 1996 and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the year then
ended, incorporated by reference in this prospectus, have been incorporated
herein in reliance on the reports of Goldstein Lewin & Co., independent
certified public accountants, given on the authority of that firm as experts in
accounting and auditing.
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 Securities
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 Commission such indemnification is against public
policy as expressed in the Securities 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 Securities Act
and will be governed by the final adjudication of such issue.
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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 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 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. Annual Report on Form 10-KSB for the fiscal year ended September 30,
1997.
4. Quarterly Report on Form 10-QSB for the three months ended December
31, 1997.
5. Quarterly Report on Form 10-QSB for the three months and six months
ended March 31, 1998.
6. The Company's Proxy Statement for its Annual Meeting of Shareholders
held on May 14, 1998.
7. Report on Form 8-K as filed on May 19, 1998.
8 The Report on Form 8-K as filed on June 3, 1998.
9. Definitive Proxy Statement as filed on July 31, 1998
(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.
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(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.
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
- ------ -----------------------------------
Inasmuch as the Consultant who received the Shares of the Company was
knowledgeable, sophisticated and had access to comprehensive information
relevant to the Company, such transactions were undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Act.
ITEM 8. EXHIBITS
- ------ --------
Exhibit Description
- ------- -----------
5 Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating to
the issuance of shares of 35,000 shares of Common Stock to
Messrs. Liik and Braile
10.1 Form of Compensation Agreement with Michael Liik
10.2 Form of Consulting Agreement with Jeff Braile
24.1 Consent of Atlas, Pearlman, Trop & Borkson, P.A. included in
the opinion filed as Exhibit 5 hereto
24.2 Consent of Arthur Andersen LLP
24.3 Consent of Goldstein Lewin & Co
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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 Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; 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 Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities 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 Commission, such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
12
<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
day of August, 1998.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Randy S. Selman President and Chief August , 1998
- ------------------------------------- Executive Officer and
Randy S. Selman Director (Principal
Executive Officer)
/s/ Alan Saperstein Vice President, August , 1998
- --------------------------------------- and Director
Alan Saperstein
/s/ David E. Goodman Executive Vice August , 1998
- ---------------------------------- President, Chief
David E. Goodman Operating Officer
/s/ Ben Swirsky Director August , 1998
- -----------------------------------
Ben Swirsky
/s/Brian K. Service Director August , 1998
- ----------------------------------
Brian K. Service
/s/Eric Jacobs Director August , 1998
- ------------------------------------
Eric Jacobs
</TABLE>
13
<PAGE>
EXHIBIT INDEX
Visual Data Corporation
-----------------------
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------- ----------- ----
5 Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
relating to the issuance of shares of Common Stock
to Jeff Braile pursuant to the Consulting Agreement
10.1 Form of Compensation Agreement with Michael Liik
10.2 Form of Consulting Agreement with Jeff Braile
24.1 Consent of Atlas, Pearlman, Trop & Borkson, P.A.
included in the opinion filed as Exhibit 5 hereto
24.2 Consent of Arthur Andersen LLP
24.3 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
August , 1998
Visual Data Corporation
1291 SW 29 Avenue
Pompano Beach, FL 33069
Re: Registration Statement on Form S-8: Visual Data Corporation (the
"Company") 35,000 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 resale of 35,000
shares of Common Stock, par value $.0001 per share (the "Common Stock") of the
Company, of which 15,000 shares were issued to Michael Liik pursuant to a
Compensation Agreement and 20,000 shares were issued to Jeff Braile pursuant to
a Consulting Agreement, both as more fully described in the Registration
Statement.
In our capacity as counsel to the Company, we have examined the original,
certified, conformed, photostat or other copies of the Compensation Agreement,
the Consulting Agreement, the Company's Articles of Incorporation, as amended,
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 applicable agreement 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 10.1
COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT (this "Agreement") is made as of this 18th
day of March, 1998, by and between Visual Data Corporation, a Florida
corporation (the "Company"), with its principal place of business at 1291 SW 29
Avenue, Pompano Beach, Florida 33069 and Michael Liik (the "Consultant"), an
individual who resides at 53 Divadale Drive, Toronto, Ontario, Canada M4G 2P1.
R E C I T A L S:
WHEREAS, on January 7, 1998 the Company orally retained the Consultant
to assist the Company in facilitating the purchase of interests in certain
software products from Digital Criteria Technologies ("Digital") including
Career Select and Real Estate Select, as well as to assist the Company in
negotiating the terms of and securing a marketing agreement with Digital related
to certain software products, including Voice Select which would be incorporated
into the Company's TalentView library (collectively, the "Agreements").
WHEREAS, the scope of the services to be rendered by the Consultant
were to include advising the Company regarding the business structure of the
proposed marketing agreement with Digital, negotiating with Digital on behalf of
the Company regarding the terms of the proposed marketing agreement, as well as
the terms of the purchase of the interests by the Company in the Career Select
and Real Estate Select software products, and such other services as the Company
could reasonably request the Consultant to render directly related to the
Agreements.
WHEREAS, the Company agreed to compensate the Consultant for his
services upon completion in an amount equal to $41,250 (the "Fee"), which such
Fee was to be paid to the Consultant through the issuance of 15,000 shares of
the Company's common stock, based upon a per share valuation of $2.75 per share
equal to the closing price of the Company's common stock on March 18, 1998 as
reported on The Nasdaq SmallCap(TM) Market.
WHEREAS, the services of the Consultant were integral in the Company's
successful conclusion of the Agreements.
WHEREAS, the Agreements have been concluded to the full satisfaction of
the Company wherein in March 1998 the Company executed the Marketing Agreement
with Digital and in April 1998 the Company concluded its purchase of interests
in the Career Select and Real Estate Select software products.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1
<PAGE>
1. Compensation. As full and complete payment of the Fee and as
compensation for the performance of services hereunder, including any
out-of-pocket expenses incurred by the Consultant in the performance thereof,
the Company shall issue the Consultant 15,000 shares of the Company's common
stock. As soon as practicable, the Company agrees to file a registration
statement on Form S-8 with the Securities and Exchange Commission to register
for public re-sale the stock being issued hereunder. In this regard, the
Consultant represents and warrants to the Company that the services rendered by
him were not in connection with the offer or sale of securities in a capital
raising transaction and such services do not directly or indirectly promote or
maintain a market for the Company's securities, such services having been
specifically limited to those set forth in this Agreement.
2. Confidentiality. The Consultant confirms his agreement that all
non-public information pertaining to the prior, current or contemplated business
of the Company which the Consultant has been made privy to in regards to his
services to the Company constitute valuable and confidential assets of the
Company. Such information includes, without limitation, information relating to
customer lists, bidding procedures, intellectual property, patents, trademarks
and trade secrets of the Company. Consultant represents and warrants that he
has, during the rendering of the herein described services to the Company, and
shall in the future continue to hold all such information in trust and
confidence for the Company and has not and shall not use or disclose any such
information for other than the Company's business. Consultant agrees that he
shall be liable for damages incurred by the Company as a result of the use or
disclosure of such information by Consultant for any purpose other than the
Company's business, except (i) where such information is publicly available or
later becomes publicly available other than through a breach of this Agreement,
or (ii) where such information is subsequently lawfully obtained by Consultant
from a third party or parties, or (iii) if such information is known to
Consultant prior to the execution of this Agreement, or (iv) as may be required
by law.
3. Notices. All notices, demands or other communications given
hereunder shall be in writing and shall be deemed to have been duly given on the
day when delivered in person or transmitted by confirmed facsimile transmission
or on the third calendar day after being mailed by United States registered or
certified mail, return receipt requested, postage prepaid, to the addresses
herein above first mentioned or to such other address as any party hereto shall
designate to the other for such purpose in the manner herein set forth.
4. Entire Agreement. This Agreement contains all of the understandings
and agreements of the parties with respect to the subject matter discussed
herein. All prior agreements, whether written or oral, are merged herein and
shall be of no force or effect.
5. Severability. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that any one or
more of the provisions contained in this Agreement or any portion thereof shall
for any reason be
2
<PAGE>
held to be invalid, illegal or unenforceable in any respect, this Agreement
shall be reformed, construed and enforced as if such invalid, illegal or
unenforceable provision had never been contained herein.
6. Construction and Enforcement. This Agreement shall be construed in
accordance with the laws of the State of Florida, without and application of the
principles of conflicts of laws. If it becomes necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
and such legal action results in a final judgment in favor of such party
("Prevailing Party"), then the party or parties against whom said final judgment
is obtained shall reimburse the Prevailing Party for all direct, indirect or
incidental expenses incurred, including, but not limited to, all attorney's's
fees, court costs and other expenses incurred throughout all negotiations,
trials or appeals undertaken in order to enforce the Prevailing Party's rights
hereunder. Any suit, action or proceeding with respect to this Agreement shall
be brought in the state or federal courts located in Palm Beach County in the
State of Florida. The parties hereto hereby accept the exclusive jurisdiction
and venue of those courts for the purpose of any such suit, action or
proceeding. The parties hereto hereby irrevocably waive, to the fullest extent
permitted by law, any objection that any of them may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or any judgment entered by any court in respect thereof
brought in Palm Beach County, County Florida, and hereby further irrevocably
waive any claim that any suit, action or proceeding brought in Palm Beach
County, Florida, has been brought in an inconvenient forum.
7. Binding Nature, No Third Party Beneficiary. The terms and provisions
of this Agreement shall be binding upon and inure to the benefit of the parties,
and their respective successors and assigns, and is made solely and specifically
for their benefit. No other person shall have any rights, interest or claims
hereunder or be entitled to any benefits under or on account of this Agreement
as a third-party beneficiary or otherwise.
8. Counterparts. This Agreement may be executed in any number of
counterparts, including facsimile signatures which shall be deemed as original
signatures. All executed counterparts shall constitute one Agreement,
notwithstanding that all signatories are not signatories to the original or the
same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
VISUAL DATA CORPORATION
By: /s/ Randy S. Selman
------------------------------
Randy S. Selman, President
CONSULTANT:
/s/ Michael Liik
------------------------------
Michael Liik
3
EXHIBIT 10.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made as of this 3rd day
of August, 1998, by and between Visual Data Corporation, a Florida corporation,
whose principal place of business is 1291 SW 29 Avenue, Pompano Beach, Florida
33069 (the "Company") and Jeff Braile, an individual who resides at 800 SE 2
Street, Unit K, Fort Lauderdale, Florida 33301 (the "Consultant").
R E C I T A L S:
WHEREAS, the Company desires to retain the Consultant to provide
certain consulting services as hereinafter specifically set forth.
WHEREAS, the Consultant desires to provide certain consulting services
to the Company in accordance with the terms and conditions contained
hereinafter.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Consulting Services. During the term of this Agreement, the
Consultant is hereby retained by the Company to provide consulting services to
the Company, as said services relate to providing the Company with advice to and
consulting with the Company's management regarding the structure, development
and marketing of the Company's Data Acquisition division. The Consultant shall
provide such consulting services as are reasonably requested by the Company
during the term of this Agreement. While the level and scope of services that
may reasonably be requested hereunder shall be dependent, in part, on the amount
of compensation to be paid to the Consultant by the Company hereunder,
Consultant shall devote at least four hours per week during the term of this
Agreement to rendering the consulting services contemplated hereunder.
Notwithstanding anything herein contained to the contrary, the Consultant shall
have no management or supervisory role, duty or authority within the Company and
shall have no authority to bind the Company in any manner, the scope of the
consulting services to be rendered by the Consultant hereunder to be limited to
those as set forth herein.
2. Term. The term of this Agreement shall be for twelve (12) months
commencing as of the date first written above and terminating on August 2, 1999.
Thereafter, this Agreement may be renewed for subsequent twelve-month terms upon
the mutual agreement of the parties.
3. Compensation. As full and complete consideration for the performance
of services hereunder, the Company shall pay the Consultant a consulting fee
(the "Consulting Fee") of 20,000 shares of the Company's Common Stock which
shall be issued to the Consultant upon the execution of this Agreement. The
Consultant shall bear all expenses he incurs in rendering the services
contemplated hereunder. As soon as practicable, the Company agrees to file a
registration statement
1
<PAGE>
on Form S-8 with the Securities and Exchange Commission to register for public
re-sale the stock being issued hereunder. In this regard, the Consultant
represents and warrants to the Company that the services to be rendered by
hereunder are not in connection with the offer or sale of securities in a
capital raising transaction and such services do not directly or indirectly
promote or maintain a market for the Company's securities, such services being
specifically limited to those set forth in this Agreement.
4. Confidentiality. The Consultant confirms his agreement that all
non-public information pertaining to the prior, current or contemplated business
of the Company which the Consultant has been made privy to in regards to his
services to the Company constitute valuable and confidential assets of the
Company. Such information includes, without limitation, information relating to
customer lists, bidding procedures, intellectual property, patents, trademarks
and trade secrets of the Company. Consultant represents and warrants that he
shall hold all such information in trust and confidence for the Company and has
not and shall not use or disclose any such information for other than the
Company's business. Consultant agrees that he shall be liable for damages
incurred by the Company as a result of the use or disclosure of such information
by Consultant for any purpose other than the Company's business, except (i)
where such information is publicly available or later becomes publicly available
other than through a breach of this Agreement, or (ii) where such information is
subsequently lawfully obtained by Consultant from a third party or parties, or
(iii) if such information is known to Consultant prior to the execution of this
Agreement, or (iv) as may be required by law.
5. Representations and Warranties of the Company. The Company hereby
represents and warrants that this Agreement and the transactions contemplated
hereunder have been duly and validly authorized by all requisite corporate
action; that the Company has the full right, power and capacity to execute and
deliver this Agreement and perform its obligations hereunder; that the execution
and delivery of this Agreement and the performance by the Company of its
obligations pursuant to this Agreement do not constitute a breach of or a
default under any agreement or instrument to which the Company is a party or by
which it or any of its assets are bound; and that this Agreement, upon execution
and delivery of the same by the Company, will represent the valid and binding
obligation of the Company enforceable in accordance with its terms. The
representations and warranties set forth herein shall survive the termination of
this Agreement.
6. Representations and Warranties of the Consultant. The Consultant
represents and warrants hereunder that he has the full right, power and capacity
to execute and deliver this Agreement and perform its obligations hereunder;
that the execution and delivery of this Agreement and the performance by the
Consultant of his obligations pursuant to this Agreement do not constitute a
breach of or a default under any agreement or instrument to which the Consultant
is a party or by which he or any of his assets are bound; and that this
Agreement, upon execution and delivery of the same by the Consultant, will
represent the valid and binding obligation of the Consultant enforceable in
accordance with its terms. The representations and warranties set forth herein
shall survive the termination of this Agreement.
2
<PAGE>
7. Amendment or Assignment. No modification, waiver, amendment,
discharge or change of this Agreement shall be valid unless the same is
evidenced by a written instrument, executed by the party against which such
modification, waiver, amendment, discharge, or change is sought. This Agreement
is not assignable by the Consultant without the prior written consent of the
Company, which such consent may not be forthcoming.
8. Notices. All notices, demands or other communications given
hereunder shall be in writing and shall be deemed to have been duly given on the
day when delivered in person or transmitted by confirmed facsimile transmission
or on the third calendar day after being mailed by United States registered or
certified mail, return receipt requested, postage prepaid, to the addresses
herein above first mentioned or to such other address as any party hereto shall
designate to the other for such purpose in the manner herein set forth.
9. Entire Agreement. This Agreement contains all of the understandings
and agreements of the parties with respect to the subject matter discussed
herein. All prior agreements, whether written or oral, are merged herein and
shall be of no force or effect.
10. Severability. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that any one or
more of the provisions contained in this Agreement or any portion thereof shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
this Agreement shall be reformed, construed and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.
11. Construction and Enforcement. This Agreement shall be construed in
accordance with the laws of the State of Florida, without and application of the
principles of conflicts of laws. If it becomes necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
and such legal action results in a final judgment in favor of such party
("Prevailing Party"), then the party or parties against whom said final judgment
is obtained shall reimburse the Prevailing Party for all direct, indirect or
incidental expenses incurred, including, but not limited to, all attorney's's
fees, court costs and other expenses incurred throughout all negotiations,
trials or appeals undertaken in order to enforce the Prevailing Party's rights
hereunder. Any suit, action or proceeding with respect to this Agreement shall
be brought in the state or federal courts located in Broward County in the State
of Florida. The parties hereto hereby accept the exclusive jurisdiction and
venue of those courts for the purpose of any such suit, action or proceeding.
The parties hereto hereby irrevocably waive, to the fullest extent permitted by
law, any objection that any of them may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this
Agreement or any judgment entered by any court in respect thereof brought in
Broward County, Florida, and hereby further irrevocably waive any claim that any
suit, action or proceeding brought in Broward County, Florida, has been brought
in an inconvenient forum.
3
<PAGE>
12. Binding Nature, No Third Party Beneficiary. The terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties, and their respective successors and assigns, and is made solely and
specifically for their benefit. No other person shall have any rights, interest
or claims hereunder or be entitled to any benefits under or on account of this
Agreement as a third-party beneficiary or otherwise.
13. Counterparts. This Agreement may be executed in any number of
counterparts, including facsimile signatures which shall be deemed as original
signatures. All executed counterparts shall constitute one Agreement,
notwithstanding that all signatories are not signatories to the original or the
same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
VISUAL DATA CORPORATION
By: /s/ Randy S. Selman
---------------------------
Randy S. Selman, President
THE CONSULTANT
/s/ Jeff Braile
---------------------------
Jeff Braile
4
EXHIBIT 24.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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 10, 1997, relating to the financial statements of the Company,
appearing in the Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1997.
ARTHUR ANDERSEN LLP
Miami, Florida,
August 5, 1998
EXHIBIT 24.3
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 Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1996.
Goldstein Lewin & Co.
Boca Raton, Florida
August 5, 1998
