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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 22, 2000
VISUAL DATA CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 000-22849 65-0420146
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1291 S.W. 29th Avenue
Pompano Beach, Florida 33068
(Address of executive offices and Zip Code)
Registrant's telephone number, including area code: (954) 917-6655
not applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On December 22, 2000, Visual Data Corporation, a Florida corporation
("VDAT"), and SportsSoft Golf, Inc., a Delaware corporation ("SSG"), and certain
shareholders of SSG entered into an Agreement and Plan of Merger dated as of
December 1, 2000 (the "Merger Agreement"), which provides, among other things,
that, upon the terms and subject to conditions thereof, a wholly-owned
subsidiary of VDAT ("Acquisition Sub") will be merged with and into SSG, with
SSG being the surviving corporation (the "Surviving Corporation") in the merger.
In the merger, all outstanding shares of common stock of SSG issued and
outstanding shall be converted into the right to receive .0969 shares of
restricted common stock of VDAT, par value $.0001. The aggregate number of VDAT
shares to be received by the SSG shareholders will be 1,686,445.
A Management Agreement (the "Management Agreement") between SSG and
VDAT was entered into concurrently with the Merger Agreement which provides that
SSG retained the services of VDAT to manage and oversee the business of SSG with
respect to its operations until the earlier to occur of (a) the effective date
of the Merger Agreement, or (b) the termination of the Merger Agreement. VDAT
will act as manager and shall assume complete and absolute managerial day-to-day
control over SSG. VDAT shall receive as compensation all of the consolidated
income of SSG and it subsidiaries, subject to certain provisions in the
Management Agreement.
The foregoing summary of the Merger Agreement and the Management
Agreement is qualified in its entirety by reference to the full text of such
Agreement, a copy of which is filed herewith.
Item 7: Financial Statements, Pro Forma Financial Statements and Exhibits
(1) Agreement and Plan of Merger dated as of December 1, 2000 by
and among Visual Data Corporation, SportSoft Golf, Inc., and
certain shareholders of SportSoft Golf, Inc.
(2) Management Agreement dated as of December 1, 2000 by and among
SportSoft Golf, Inc. and Visual Data Corporation.
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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 22, 2000 By: /s/ Randy S. Selman
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Randy S. Selman, President
