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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report: December 15, 2000
VISUAL DATA CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 000-22849 65-0420146
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1291 S.W. 29th Avenue
Pompano Beach, Florida 33068
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(Address of executive offices and Zip Code)
Registrant's telephone number, including area code: (954) 917-6655
not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Event
On December 8, 2000 Visual Data Corporation ("Visual Data") sold an
aggregate of $2,040,000 principal amount of 6% Convertible Debentures to two
unaffiliated third parties in a transaction exempt from registration under the
Securities Act of 1933 in reliance on Section 4(2) and Regulation D promulgated
under such act.
The Convertible Debentures mature on December 8, 2003 and are
convertible, in whole or in part, at the option of the holders into shares of
Visual Data's common stock at a conversion price equal to the lesser of (i)
$2.13 per share, or (ii) 90% of the average of the three lowest closing bid
prices for the 20 trading days prior to conversion (the "variable conversion
price"). The conversion price of the Convertible Debentures shall not be less
than $.90 per share; provided that this floor price will be reset to 50% of the
variable conversion price on December 8, 2001.
In conjunction with this transaction, Visual Data has issued the
purchasers (i) a one year warrant to purchase an aggregate of 500,000 shares of
its common stock at an exercise price of $4.00 per share, and (ii) a five year
warrant to purchase an aggregate of 200,000 shares of its common stock at an
exercise price of $2.13 per share (collectively, the "Warrants").
Commencing on the effective date of the registration statement
hereinafter described, Visual Data has the right to sell to the purchasers an
additional $1,000,000 principal amount of Convertible Debentures and five year
warrants to purchase an additional 50,000 shares of its common stock, the
conversion price and exercise price of which shall be identical to those
described above. In addition, if this first put right shall have occurred and
the Total Dollar Volume (as defined in the Purchase Agreement) shall have
exceeded $400,000, during the period commencing 90 days from the closing of the
first put right and ending on December 8, 2001, Visual Data shall have the right
to sell to the purchasers an additional $1,000,000 principal amount of
Convertible Debentures and five year warrants to purchase an additional 50,000
shares of its common stock, the conversion price and exercise price of which
shall be equal to the market price of Visual Data's common stock on the second
put closing date. In each of the first put right and second put right, the
obligation of the purchasers to purchase these securities is several and not
joint, and shall be allocated pro rata based upon the amount of Convertible
Debentures and Warrants purchased pursuant to the Purchase Agreement.
Under the terms of the Purchase Agreement, Visual Data is obligated to
prepare and file a registration statement on Form S-3 by the later of (i) 30
days from the closing date, or (ii) 10 days after the filing of its annual
report on Form 10-KSB, or (iii) January 24, 2001 registering the resale of the
shares of common stock underlying the Convertible Debentures and the Warrants.
The Company shall use its best efforts to have such registration statement
declared effective by 90 days from the closing date (in the event the
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registration statement is not reviewed by the SEC) or 150 days from the closing
date (in the event such a review takes place). In the event the registration
statement is not declared effective by such applicable date, Visual Data will
incur a penalty of 2% per month (in the form of a decreased conversion price)
until such registration statement is effective; provided, however, that this
penalty will not exceed 16% if the purchasers are able to resell the common
stock under the provision of Rule 144 promulgated under the Securities Act of
1933.
Visual Data has also granted the purchasers certain rights of first
refusal as it relates to private equity or equity related transactions, and has
agreed to certain other limitations regarding the issuance of securities at
prices less than the conversion prices described above.
The foregoing summary of the Purchase Agreement, Convertible Debentures
and Registration Rights Agreement are qualified in their entirety by reference
to these documents which are filed as exhibits hereto.
Item 7: Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
4.1 Form of 6% Convertible Debenture in the principal amount of
$1,040,000 due December 8, 2003
4.2 Form of 6% Convertible Debenture in the principal amount of
$1,000,000 due December 8, 2003
4.3 Form of one year Common Stock Purchase Warrant
4.4 Form of five year Common Stock Purchase Warrant
10.1 Purchase Agreement
10.2 Registration Rights Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 15, 2000 By: /s/ Randy S. Selman
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Randy S. Selman, President
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