EX-99.1
2
v010393_ex99-1.txt
FOR IMMEDIATE RELEASE
For more information, contact:
Barry A. Rothman
Visual Data Corporation
954-917-6655
brothman@vdat.com
Visual Data Completes $6.5 Million Financing
And Merger with Onstream Media
Shareholders Approve Name Change to Onstream Media Corporation
Pompano Beach, FL - December 23, 2004 - Visual Data Corporation (Nasdaq: VDAT),
a business services provider of video and rich media communication, webcasting
and digital asset management services, today reported that it has completed the
$6.5 million financing that was recently approved at the company's 2004 Annual
Meeting of Shareholders, held on December 15, 2004. The company also reported
that it has completed its previously announced merger with Onstream Media
Corporation.
At the 2004 Annual Meeting of Shareholders, shareholders had approved the
issuance of the shares in the company's merger with Onstream Media Corporation,
as well as a change of the name of the company to Onstream Media Corporation.
The change in the company's name to Onstream Media Corporation is scheduled to
take place on or about January 1, 2005. The company has applied to the Nasdaq
Stock Market for a change in its trading symbol and will advise shareholders
upon notification from Nasdaq that it's request has been approved.
As a result of the completion of the $6.5 million financing, the company has
completed payment of all outstanding amounts due to Autonomy/Virage in
connection with the purchase by Visual Data of processing and distribution
software and other assets from Autonomy/Virage, as well as for the licensing of
certain software by Onstream Media. Visual Data has also utilized a portion of
the proceeds from the financing to repay all previously outstanding secured
indebtedness of the company. The company will also utilize proceeds from the
financing to complete development and roll-out of the full commercial version of
the Onstream Media digital asset management platform, which is expected to be
launched in April 2005, as well as for continuing enhancements to the platform
during the balance of the fiscal year.
The now completed $6.5 million financing consisted of $4.35 million principal
amount of 8% senior secured convertible notes, together with common stock
purchase warrants to purchase an aggregate of 1,522,500 shares; and the sale of
215,000 shares of Series A-10 Convertible Preferred Stock at a purchase price of
$10.00 per share, together with five year common stock purchase warrants to
purchase 1,075,000 shares of common stock, in exchange for $2.15 million.
Adelphia Capital, LLC, headquartered in New York, acted as managing placement
agent for the financing.
About Visual Data Corporation
Visual Data is a business services provider that specializes in video and rich
media communication, webcasting and digital asset management services. Utilizing
processing and distribution software, Visual Data provides encoding, editing,
indexing and querying services. Visual Data's objectives in this service segment
of its business continues to be the building of a fully robust, comprehensive
Digital Asset Management (DAM) feature set that virtually any company,
government agency or other enterprise having a need to manage rich media content
will be able to utilize in an affordable and highly secure environment.
Certain statements in this document and elsewhere by Visual Data are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such information includes, without limitation,
the business outlook, assessment of market conditions, anticipated financial and
operating results, strategies, future plans, contingencies and contemplated
transactions of the company. Such forward-looking statements are not guarantees
of future performance and are subject to known and unknown risks, uncertainties
and other factors which may cause or contribute to actual results of company
operations, or the performance or achievements of the company, or industry
results, to differ materially from those expressed, or implied by the
forward-looking statements. In addition to any such risks, uncertainties and
other factors discussed elsewhere herein, risks, uncertainties and other factors
that could cause or contribute to actual results differing materially from those
expressed or implied for the forward-looking statements include, but are not
limited to, events or circumstances which affect the ability Visual Data and
Onstream Media to integrate successfully and achieve the anticipated benefits of
the merger; the ability of Visual Data and Onstream Media to operate profitably
given each's history of operating losses; competitive pricing for each company's
products; fluctuations in demand; changes to economic growth in the U.S.
economy; government policies and regulations, including, but not limited to
those affecting the Internet; and dilution to shareholders caused by the
issuance of stock in the merger with Onstream Media. Visual Data undertakes no
obligation to publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise. Investors are urged, however, to
consult any further disclosures made on related subjects in reports filed with
the SEC.
###

EX - 99 . 1 2 v010393 _ ex99 - 1 . txt FOR IMMEDIATE RELEASE For more information , contact : Barry A . Rothman Visual Data Corporation 954 - 917 - 6655 brothman@vdat.com Visual Data Completes $ 6.5 Million Financing And Merger with Onstream Media Shareholders Approve Name Change to Onstream Media Corporation Pompano Beach , FL - December 23 , 2004 - Visual Data Corporation ( Nasdaq : VDAT ) , a business services provider of video and rich media communication , webcasting and digital asset management services , today reported that it has completed the $ 6.5 million financing that was recently approved at the company 's 2004 Annual Meeting of Shareholders , held on December 15 , 2004 . The company also reported that it has completed its previously announced merger with Onstream Media Corporation . At the 2004 Annual Meeting of Shareholders , shareholders had approved the issuance of the shares in the company 's merger with Onstream Media Corporation , as well as a change of the name of the company to Onstream Media Corporation . The change in the company 's name to Onstream Media Corporation is scheduled to take place on or about January 1 , 2005 . The company has applied to the Nasdaq Stock Market for a change in its trading symbol and will advise shareholders upon notification from Nasdaq that it ' s request has been approved . As a result of the completion of the $ 6.5 million financing , the company has completed payment of all outstanding amounts due to Autonomy / Virage in connection with the purchase by Visual Data of processing and distribution software and other assets from Autonomy / Virage , as well as for the licensing of certain software by Onstream Media . Visual Data has also utilized a portion of the proceeds from the financing to repay all previously outstanding secured indebtedness of the company . The company will also utilize proceeds from the financing to complete development and roll - out of the full commercial version of the Onstream Media digital asset management platform , which is expected to be launched in April 2005 , as well as for continuing enhancements to the platform during the balance of the fiscal year . The now completed $ 6.5 million financing consisted of $ 4.35 million principal amount of 8 % senior secured convertible notes , together with common stock purchase warrants to purchase an aggregate of 1,522,500 shares ; and the sale of 215,000 shares of Series A - 10 Convertible Preferred Stock at a purchase price of $ 10.00 per share , together with five year common stock purchase warrants to purchase 1,075,000 shares of common stock , in exchange for $ 2.15 million . Adelphia Capital , LLC , headquartered in New York , acted as managing placement agent for the financing . About Visual Data Corporation Visual Data is a business services provider that specializes in video and rich media communication , webcasting and digital asset management services . Utilizing processing and distribution software , Visual Data provides encoding , editing , indexing and querying services . Visual Data 's objectives in this service segment of its business continues to be the building of a fully robust , comprehensive Digital Asset Management ( DAM ) feature set that virtually any company , government agency or other enterprise having a need to manage rich media content will be able to utilize in an affordable and highly secure environment . Certain statements in this document and elsewhere by Visual Data are " forward - looking statements " within the meaning of the Private Securities Litigation Reform Act of 1995 . Such information includes , without limitation , the business outlook , assessment of market conditions , anticipated financial and operating results , strategies , future plans , contingencies and contemplated transactions of the company . Such forward - looking statements are not guarantees of future performance and are subject to known and unknown risks , uncertainties and other factors which may cause or contribute to actual results of company operations , or the performance or achievements of the company , or industry results , to differ materially from those expressed , or implied by the forward - looking statements . In addition to any such risks , uncertainties and other factors discussed elsewhere herein , risks , uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied for the forward - looking statements include , but are not limited to , events or circumstances which affect the ability Visual Data and Onstream Media to integrate successfully and achieve the anticipated benefits of the merger ; the ability of Visual Data and Onstream Media to operate profitably given each ' s history of operating losses ; competitive pricing for each company 's products ; fluctuations in demand ; changes to economic growth in the U . S . economy ; government policies and regulations , including , but not limited to those affecting the Internet ; and dilution to shareholders caused by the issuance of stock in the merger with Onstream Media . Visual Data undertakes no obligation to publicly update any forward - looking statement , whether as a result of new information , future events or otherwise . Investors are urged , however , to consult any further disclosures made on related subjects in reports filed with the SEC . # # #