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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
October 26, 2000
APPLIED DIGITAL SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Missouri 000-26020 43-1641533
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
400 Royal Palm Way, Suite 410, Palm Beach, Florida 33480
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(Address of principal executive offices) (Zip Code)
(561) 366-4800
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(Registrant's telephone number, including area code)
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Item 5. OTHER EVENTS.
On October 26, 2000, Applied Digital Solutions, Inc. (the "Company")
issued 26,000 shares of its Series C Convertible Preferred Stock and related
Warrants for a purchase price of $20 million in a private placement to
institutional investors (the "Investors") pursuant to the Securities Purchase
Agreement attached hereto as Exhibit 10.1. The Company estimates the net
proceeds of the offering, after expenses, to be approximately $19 million. The
Series C Convertible Preferred Stock is subject to the terms and conditions of
the Certificate of Designation of Preferences attached hereto as Exhibit 3.1.
Pursuant to the Registration Rights Agreement attached hereto as Exhibit 10.2,
the Company has agreed to prepare and file with the Securities and Exchange
Commission (the "Commission") a registration statement covering the resale of
shares of Common Stock issuable pursuant to the terms of the Series C
Convertible Preferred Stock and the related Warrants. Pursuant to the Securities
Purchase Agreement, the Investors may also give a notice to purchase up to an
additional 26,000 shares of Series C Convertible Preferred Stock and related
Warrants for the same purchase price at any time up to ten months after the date
that such a registration statement is declared effective by the Commission.
The terms of the private placement are more fully set forth in the
Securities Purchase Agreement and the related documents filed herewith.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits:
3.1 Certificate of Designation of Preferences
4.1 Form of Warrant
10.1 Securities Purchase Agreement
10.2 Registration Rights Agreement
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SIGNATURE
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 thereunto duly authorized.
APPLIED DIGITAL SOLUTIONS, INC.
(Registrant)
Date: October 26, 2000
By: /s/ David I. Beckett
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Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit Description
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3.1 Certificate of Designation of Preferences
4.1 Form of Warrant
10.1 Securities Purchase Agreement
10.2 Registration Rights Agreement
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