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U.S. 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 (Date of Earliest event reported): MARCH 3, 2000
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DESTRON FEARING CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19688 84-1079037
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(State of other jurisdiction (Commission (I.R.S. Employer
of incorporation File Number) Identification No.)
490 VILLAUME AVENUE
SOUTH ST. PAUL, MINNESOTA 55075
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (651) 455-1621
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NOT APPLICABLE
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(Former name of former address, if changed since last report.)
(The remainder of this page was intentionally left blank.)
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ITEM 5. OTHER EVENTS.
On March 3, 2000, Destron Fearing Corporation ("Destron") and Applied
Digital Solutions, Inc. ("Applied Digital") signed a letter of intent under
which Applied Digital is to acquire Destron. Under the terms of the letter of
intent, Destron would be merged into Digital Angel.net, Inc., a subsidiary of
Applied Digital. The closing of the transaction is subject to a number of
conditions, including the execution of a definitive acquisition agreement,
completion of due diligence, approvals of both companies' boards of directors
and shareholders, and the approval of relevant government agencies.
The letter of intent contemplates a stock-for-stock exchange under
which each share of Destron's common stock would be exchanged for 0.75 shares of
Applied Digital's common stock. However, if during the time period immediately
prior to closing, the price of Applied Digital's common stock is less than $8.00
per share or more than $16.00 per share, the exchange ratio would be adjusted to
ensure that Destron's shareholders received a minimum of $6.00 or a maximum of
$12.00 per share in value of Applied Digital' s common stock.
Additional information regarding Applied Digital, Destron and the
proposed transaction is set forth in Exhibit 99.1 to this Current Report on Form
8-K, which is hereby incorporated herein by reference.
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. This Current Report on Form 8-K and other
materials filed or to be filed by Destron with the Securities and Exchange
Commission, as well as other written materials or oral statements that Destron
may make or publish from time to time, contain forward-looking statements
relating to business prospects, anticipated financial performance and similar
matters. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially from the anticipated
results or other expectations expressed in the forward-looking statements. These
risks and uncertainties include, but are not limited to, changes in order
quantities by customers, the unanticipated loss of business from major
customers, slower than anticipated sales growth, inadequate capital resources,
the threat of intellectual property disputes and an inability to obtain
favorable terms from suppliers.
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ITEM 7. FINANCIAL STATEMENTS PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
99.1 Copy of Press Release dated March 6, 2000.
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.
Destron Fearing Corporation
Date: March 8, 2000. By /s/ JAMES P. SANTELLI
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James P. Santelli
Vice President, Finance and Chief
Financial Officer
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EXHIBIT 99.1
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FROM: FOR:
BlueFire Partners Destron Fearing Corp.
1300 Fifth Street Towers, 150 S. 5th St. 490 Villaume Avenue
Minneapolis, Minn. 55402 South St. Paul, Minn. 55075
Contact-Doug Ewing or Tom Langenfeld (612) 371-0000 Contact-Tom Patin (651) 455-1621
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FOR IMMEDIATE RELEASE
DESTRON FEARING ANNOUNCES PROPOSED MERGER WITH DIGITAL ANGEL.NET, A SUBSIDIARY
OF APPLIED DIGITAL SOLUTIONS, INC.
SOUTH ST. PAUL, Minn., March 6, 2000--Destron Fearing Corporation (Nasdaq: DFCO)
today announced that it has signed a letter of intent to be acquired by Applied
Digital Solutions, Inc. (Nasdaq:ADSX), an e-business solutions provider offering
Internet, telecom, LAN, and software services to a wide variety of businesses
throughout North America. The transaction is expected to close by mid-June,
subject to a number of conditions, including the execution of a definitive
acquisition agreement, completion of due diligence, approvals of both companies'
boards of directors and shareholders, and approval of relevant government
agencies.
Under the agreement, Destron Fearing would be merged into Digital Angel.net
Inc., a subsidiary of Applied Digital Solutions. Destron Fearing's CEO, Randolph
K. Geissler, would become Chairman and CEO of Digital Angel.net Inc.
The proposed merger transaction contemplates a stock for stock exchange under
which all common shares in Destron Fearing would be exchanged at closing for
common shares in Applied Digital Solutions using an exchange ratio of .75 shares
of Applied Digital Solutions' common stock for each share of Destron Fearing's
common stock; provided, however, if during the time period immediately prior to
closing the price of Applied Digital Solutions' common stock is less than $8.00
per share or more than $16.00 per share, the exchange ratio would be adjusted to
insure that Destron Fearing shareholders received a minimum of $6.00 or a
maximum of $12.00 per share in value of Applied Digital Solutions' common stock.
Commenting on the proposed acquisition, Applied Digital Solutions' Chairman and
CEO, Richard J. Sullivan said, "Clearly, Destron Fearing is a highly successful
and respected company in the animal monitoring arena. The fact that it's a
leader in electronic monitoring technologies fits right in with our focus on
e-business-to-business solutions. We're particularly excited about the potential
for embedding Destron Fearing and Digital Angel.net's data and technologies into
the ASP (Application Service Provider) strategy we announced recently. By
leveraging the experience and knowledge of Destron Fearing's seasoned management
team," Sullivan continued, "we'll strengthen Digital Angel.net Inc.'s ability to
realize the full potential of the Digital Angel-TM- technology we announced last
December. By pooling the talents and resources
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of these two teams, we believe Digital Angel.net Inc., could achieve a market
value in excess of $1 billion in a short period of time."
Destron Fearing's CEO Randolph K. Geissler said, "We're delighted to be linking
up with Applied Digital, and we look forward to assuming a leadership role at
Digital Angel.net Inc. Our background, skill set and established track record of
success are an excellent fit with Applied Digital's plans for competing in the
tracking and monitoring business. By becoming a part of Applied Digital
Solutions, we're opening up a whole new realm of opportunities."
Destron Fearing's products range from visual ear tags attached to livestock, to
electronic microchips implanted under the skin of pets, fish, laboratory animals
and livestock. Ear tags provide visual identification for herd animals, while
microchips provide unalterable, permanent, radio frequency identification (RFID)
for many species.
BACKGROUND ON DIGITAL ANGEL
In December of 1999, Applied digital Solutions announced that it had acquired
the patent rights to a miniature digital transceiver - which it has named
Digital Angel - implantable within the human body that could be used for a
variety of purposes, such as providing a tamper-proof means of identification
for enhanced e-commerce security, locating lost or missing individuals, tracking
the location of valuable property and pets, and monitoring the medical
conditions of at-risk patients. The implantable device sends and receives data
and can be continuously tracked by GPS (Global Positioning Satellite)
technology. For more information about Digital Angel, visit
WWW.DIGITALANGEL.NET.
ABOUT DESTRON FEARING CORPORATION
Destron Fearing Corporation has been in the animal identification business since
1945. For over 50 years, Destron Fearing has developed, manufactured and
marketed a broad range of individual animal identification products. The company
owns patents worldwide in microchip technology and is a leader in the world
evolution of radio frequency animal identification. The company's net sales
increased in fiscal 1999 by 47 percent to $18.5 million. Net income totaled $3.5
million, after an extraordinary item related to debt restructuring. For more
information about Destron Fearing Corporation, visit the company's web site at:
WWW.DESTRONFEARING.COM.
ABOUT APPLIED DIGITAL SOLUTIONS, INC.
Applied Digital Solutions, Inc. is an e-business solutions provider offering
Internet, telecom, LAN and software services to a wide variety of businesses
throughout North America. For more information, visit the company's web site at
WWW.ADSX.COM.
This news release contains forward-looking statements under the Private
Securities Litigation Reform Act of 1995 that are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
currently anticipated or projected. These risks include uncertainties related to
the timing and implementation of various government programs in the United
States and overseas, the timing of orders received under various contracts, the
degree to which prospective customers accept the company's technology, the
outcome of litigation, and
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other risks as outlined in the company's filings with the Securities and
Exchange Commission on Forms 10-K and 10-Q.
