SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
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[ ] 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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Visual Data Corporation
1291 SW 29 Avenue
Pompano Beach, Florida 33069
Telephone 954-917-6655 Facsimile 954-917-6660
June 30, 1999
Dear Stockholder:
You previously received the Notice of 1999 Annual Meeting of
Stockholders and Proxy Statement which included statements as to an executive
bonus program and options granted to certain officers and directors of Visual
Data pursuant to such program.
While such options were granted at fair market value at the time of
grant consistent with prudent business practices, as a result of market
conditions and the increase in our stock price, the Board of Directors, in the
best interest of the shareholders has repriced those options previously granted
to management and amended the executive bonus program as provided herein.
In addition, we have restated Robert Wussler's (director nominee)
biography in its entirety.
Pursuant to the proxy previously provided, if you have already sent in
such proxy, you may revoke such proxy at any time. Should you choose to do so,
please call Bill Plough of our office at (954) 917-6655.
Sincerely,
/s/ Randy S. Selman
Randy S. Selman
Chairman, President and Chief Executive
Officer
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1. On page 5, paragraph 2, under the section entitled "Election of
Directors", the biography for Robert Wussler should be deleted in its entirety
and replaced with the following:
Robert J. Wussler. Mr. Wussler has served as a Director of EDnet since 1995.
Since June 1998 he has served as Chairman, Chief Executive Officer and President
of U.S. Digital Communications, Inc., a global satellite communications firm
that specializes in corporate applications. From June 1995 to May 1998, Mr.
Wussler was the President and Chief Executive Officer of Affiliate Enterprises,
Inc., the company formed by ABC television affiliates to pursue new business
opportunities, including emerging technology applications. From 1989 to 1992, he
was President and Chief Executive Officer of COMSAT Video Enterprises, where he
managed the acquisition of the NBA Denver Nuggets. Previously, from 1980 to
1990, he was Senior Vice President of Turner Broadcasting, where he oversaw the
launch of CNN, Headline News and TNT, in addition to serving as President of
SuperStation TBS, and from 1974 to 1978, he was the President of the CBS
Television Network and CBS Sports.
2. On page 8, paragraphs 3, 4 and 5, under the section entitled "Option
Grants in Year Ended September 30, 1998", should be deleted in their entirety
and replaced with the following:
In November 1998, the Company granted each of Messrs. Selman and
Saperstein options to acquire 700,000 shares of the Company's Common Stock at an
exercise price of $2.125 per share as part of the Company's executive bonus
program. Of these options, 250,000 vested as a result of the successful
completion of the acquisition of EDnet and the remaining 450,000 options shall
vest upon the earlier of November 19, 2004 or the occurrence of any of the
following: if the Company (i) sells or merges with another entity whereby more
than 25% of the Company's outstanding Common Stock changes ownership; (ii) sells
all, or substantially all, of its assets, or the assets of any of its divisions,
where the proceeds from such sale exceed $20 million; (iii) receives a
substantial financing from either private or public funding where the proceeds
from such financing exceed $20 million; or (iv) achieves certain goals and
objectives as determined by the Board of Directors. On June 16, 1999, the
Company repriced the 450,000 unvested options to $16.00 per share.
Also in November 1998, the Company granted to each of Messrs. Swirsky
and Service options to acquire 50,000 shares of Common Stock at an exercise
price of $2.125 per share as part of the Company's executive bonus program. All
of such options shall vest on the earlier of November 19, 2004 or the occurrence
of any of the following: if the Company (i) sells or merges with another entity
whereby more than 25% of the Company's outstanding Common Stock changes
ownership; (ii) sells all, or substantially all, of its assets, or the assets of
any of its divisions, where the proceeds from such sale exceed $20 million;
(iii) receives a substantial financing from either private or public funding
where the proceeds from such financing exceed $20 million; or (iv) achieves
certain goals and
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objectives as determined by the Board of Directors. On June 16, 1999, the
Company repriced these options to $16.00 per share.
Except for options issued in connection with the EDnet transaction, all
of these options were granted under the 1996 Stock Option Plan, subject to
stockholder approval of Proposal 3 hereunder to increase the number of shares
under the Plan.
3. On page 11, the section entitled "Security Ownership of Certain
Beneficial Owners and Management" should be deleted in its entirety and replaced
with the following:
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of May 20, 1999 there are 6,630,019 shares of Common Stock issued
and outstanding. The following table sets forth, as of the close of business on
May 20, 1999, (a) the name, address and number of shares of each person known by
the Company to be the beneficial owner of more than 5% of any class of each the
Company's voting securities and (b) the number of shares of each class of voting
securities owned by each director and all officers and directors as a group,
together with their respective percentage holdings of such shares. A person is
deemed to be the beneficial owner of securities that can be acquired by such
person within 60 days from May 20, 1999 upon exercise of options, warrants or
convertible securities. Each beneficial owner's percentage ownership is
determined by assuming that options, warrants and convertibles securities that
are held by such a person (but not those held by any other person) and are
exercisable within 60 days from May 20, 1999 have been exercised. Unless
otherwise indicated, the address for each person is 1291 SW 29 Avenue, Pompano
Beach, FL 33069.
Name and Amount of Percentage
Address of Beneficial of
of Beneficial Owner Ownership of Stock Class
- ------------------- ------------------ -----
Randy S. Selman(1) 865,849 11.7%
Alan M. Saperstein(2) 887,173 12.0%
Benjamin Swirsky(3) 50,000 *
Brian K. Service(4) 110,938 1.6%
Eric Jacobs(5) 113,600 1.7%
Robert J. Wussler(6) - -
All Officers and
Directors(7) 2,027,560 24.2%
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* represents less than 1%
(1) Includes options to acquire (i) an aggregate of 137,230 shares of
common stock at an exercise price of $.00016 per share and options to
acquire an aggregate of 625,000 shares of common stock at an exercise
price of $2.125 per share. Excludes options to acquire 250,000 shares
of common stock at an exercise price of $2.125 per share and options to
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acquire 450,000 shares of common stock at an exercise price of $16.00
per share, all of which have not yet vested.
(2) Includes options to acquire (i) an aggregate of 137,230 shares of
common stock at an exercise price of $.00016 per share and options to
acquire an aggregate of 625,000 shares of common stock at an exercise
price of $2.125 per share. Excludes options to acquire 250,000 shares
of common stock at an exercise price of $2.125 per share and options to
acquire 450,000 shares of common stock at an exercise price of $16.00
per share, all of which have not yet vested.
(3) Includes options to purchase 50,000 shares at $2.125 per share.
Excludes options to acquire 50,000 shares of Common Stock at an
exercise price of $2.125 per share which were granted in August 1997
immediately following the Company's initial public offering and
options to acquire 50,000 shares of common stock at an exercise price
of $16.00 which were granted in November 1998 and subsequently repriced
in June 1999, all of which have not yet vested. Mr. Swirsky's address
is 350 Fairlawn Avenue, Toronto, Ontario, Canada.
(4) Includes options to purchase 50,000 shares at $2.125 per share and
warrants to purchase an additional 25,000 shares at $3.00. Excludes
options to acquire an aggregate of 50,000 shares of common stock at an
exercise price of $2.125 per share which were granted in August 1997
immediately following the Company's initial public offering and
options to acquire 50,000 shares of common stock at an exercise price
of $16.00 which were granted in November 1998 and subsequently repriced
in June 1999, all of which have not yet vested. Mr. Service's address
is 123 Red Hill Circle, Tiburon, CA 94920.
(5) Includes options to acquire an aggregate of 100,000 shares of common
stock at an exercise price of $2.125 per share of which 50,000 were
granted in January 1998 and 50,000 were granted in November 1998 and
excludes options to purchase 25,000 shares of common stock at $2.125
that have not vested.
(6) Mr. Wussler is a nominee to the Board of Directors. His address is
7904 Sandalfoot Drive, Potomac, MD 20854.
(7) See footnotes (1) through (6) above.
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