As Filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 333-38420-01*
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-8 TO
REGISTRATION STATEMENT ON FORM S-4*
Under
THE SECURITIES ACT OF 1933
APPLIED DIGITAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 43-1641533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
(561) 366-4800
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Digital Angel.Net Inc. Stock Option Plan
Digital Angel.Net Inc. Consultants Stock Option Plan
Digital Angel.Net Inc. Amended and Restated Nonemployee
Director Stock Option Plan
(Full title of the Plans)
Garrett A. Sullivan
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
(561) 366-4800
(Name, address, including zip code, and telephone number,
including area code of agent for service)
Copies of all correspondence to:
David I. Beckett, Esq. Denis P. McCusker, Esq.
General Counsel Bryan Cave LLP
Applied Digital Solutions, Inc. One Metropolitan Square
400 Royal Palm Way, Suite 410 211 North Broadway, Suite 3600
Palm Beach, Florida 33480 St. Louis, Missouri 63102-2750
(561) 366-4800 (314) 259-2000
Fax: (561) 366-0002 Fax: (314) 259-2020
* This Post-Effective Amendment No. 2 on Form S-8 to Registration Statement on
Form S-4 (this "Registration Statement") covers 1,904,363 shares of Common
Stock, par value $0.001 per share, originally registered on Registration
Statement No. 333-38420 on Form S-4 (the "S-4 Registration Statement") to which
this is an amendment pursuant to the provisions of Rule 401(e) and the procedure
described herein. See "INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS."
The registration fees in respect to the securities registered hereby were paid
at the time of the original filing of the S-4 Registration Statement. In
addition, pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate amount of securities to
be offered or sold as a result of any adjustments from stock splits, stock
dividends or similar transactions pursuant to the above-referenced plans.
<PAGE>
INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
The Registrant filed a Registration Statement on Form S-4 (File No.
333-38420) (the "Registration Statement") covering the Registrant's common stock
issued in connection with the merger of the Registrant's wholly-owned
subsidiary, Digital Angel.net Inc., with and into Destron Fearing Corporation
pursuant to an Agreement and Plan of Merger dated as of April 24, 2000, as
amended. As a result of the merger, Destron Fearing Corporation is now one of
the Registrant's wholly-owned subsidiaries and has been renamed "Digital
Angel.net Inc." The Registration Statement relating to the merger also covered
the Registrant's common stock issuable upon exercise of Destron Fearing
Corporation's outstanding options and warrants, which registration would have
applied in the event any options or warrants were exercised prior to
consummation of the merger.
The Registrant hereby amends its Registration Statement, by filing this
Post-Effective Amendment No. 2 on Form S-8 ("Post-Effective Amendment No. 2")
relating to shares of the Registrant's common stock issuable upon the exercise
of stock options granted under the stock options plans of Destron Fearing
Corporation.
The designation of this Post-Effective Amendment No. 2 as Registration No.
333-38420-01 denotes that this registration statement relates only to the shares
of the Registrant's common stock issuable upon exercise of the options of
Destron Fearing Corporation following consummation of the merger. This
Post-Effective Amendment No. 2 replaces Post-Effective Amendment No. 1 on Form
S-8 to Registration Statement on Form S-4 (File No. 333-38420) ("Post-Effective
Amendment No. 1") which was previously filed with the Securities and Exchange
Commission on September 12, 2000. Post-Effective Amendment No. 1 inadvertently
omitted an accountant's consent. The Registrant plans to file a Post-Effective
Amendment No. 3 on Form S-3 to the Registration Statement on Form S-4 which will
be designated File No. 333-38420-02 in connection with the shares of the
Registrant's common stock issuable upon exercise of the warrants of Destron
Fearing Corporation following consummation of the merger, and will relate only
to the shares of the Registrant's common stock issuable upon exercise of the
warrants of Destron Fearing Corporation.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act of 1933, as amended ("Securities Act"), and
the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended ("Exchange Act") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 (filed on March 30, 2000), as amended on
Form 10-K/A filed on June 23, 2000;
(2) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000 (filed on August 14, 2000), as amended on
Form 10-Q/A filed on September 25, 2000;
(3) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000 (filed on May 15, 2000);
(4) The Registrant's Current Report on Form 8-K dated September
8, 2000 (filed on September 21, 2000);
(5) The Registrant's Current Report on Form 8-K dated June 30,
2000 (filed on July 14, 2000), as amended by the Registrant's Current
Report on Form 8-K/A filed on September 11, 2000;
(6) The Registrant's Current Report on Form 8-K dated April 24,
2000 (filed on May 1, 2000);
(7) The Registrant's Current Report on Form 8-K dated April 12,
2000 (filed on April 13, 2000);
(8) The Registrant's Current Report on Form 8-K/A filed on
January 11, 2000;
(9) The Registrant's Current Report on Form 8-K/A filed on August
12, 1999; and
(10) The Registrant's Registration Statement on Form 8-A filed on
May 5, 1995, registering its common stock under Section 12(g) of the
Exchange Act, including any amendments or reports filed for the purpose
of updating such description.
All documents filed by the Registrant with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the termination of the offering shall
hereby be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained herein, in an amendment hereto, or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document
incorporated or deemed to be incorporated herein by reference, which statement
is also incorporated herein by reference, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The Registrant's common stock is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
Sections 351.355(1) and (2) of The General and Business Corporation Law of
the State of Missouri provide that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful, except that, in the case of an action or suit by or in the right
of the corporation, the corporation may not indemnify such persons against
judgments and fines and no person shall be indemnified as to any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation,
unless and only to the extent that the court in which the action or suit was
brought determines upon application that such person is fairly and reasonably
entitled to indemnity for proper expenses. Section 351.355(3) provides that, to
the extent that a director, officer, employee or agent of the corporation has
been successful in the defense of any such action, suit or proceeding or any
claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred in connection with
such action, suit or proceeding. Section 351.355(7) provides that a corporation
may provide additional indemnification to any person indemnifiable under
subsection (1) or (2), provided such additional indemnification is authorized by
the corporation's articles of incorporation or an amendment thereto or by a
shareholder-approved bylaw or agreement, and provided further that no person
shall thereby be indemnified against conduct which was finally adjudged to have
been knowingly fraudulent, deliberately dishonest or willful misconduct or which
involved an accounting for profits pursuant to Section 16(b) of the Securities
Exchange Act of 1934.
The bylaws of the Registrant provide that the Registrant shall indemnify,
to the full extent permitted under Missouri law, any director, officer, employee
or agent of the Registrant who has served as a director, officer, employee or
agent of the Registrant or, at the Registrant's request, has served as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to such provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
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<PAGE>
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
4.1 Digital Angel.Net Inc. Stock Option Plan, amended as of
September 8, 2000
4.2 Digital Angel.Net Inc. Consultants Stock Option Plan,
amended as of September 8, 2000
4.3 Digital Angel.Net Inc. Amended and Restated Nonemployee
Director Stock Option Plan, amended as of September 8, 2000
5.1 Opinion of Bryan Cave LLP relating to legality of the Common
Stock
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Rubin, Brown, Gornstein & Co. LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Grant Thornton LLP
23.5 Consent of Di Pesa & Company
23.6 Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1 Power of Attorney (previously filed)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Palm Beach, State of Florida, on September
26, 2000.
APPLIED DIGITAL SOLUTIONS, INC.
By: /S/ DAVID A. LOPPERT
-------------------------------------
David A. Loppert, Vice President,
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board of
Directors, Chief Executive
RICHARD J. SULLIVAN* Officer and Secretary (Principal
------------------------------- Executive Officer) September 26, 2000
(Richard J. Sullivan)
GARRETT J. SULLIVAN*
------------------------------- President and Director (Principal
(Garrett A. Sullivan) Operating Officer) September 26, 2000
/S/ DAVID A. LOPPERT Vice President, Chief Financial
------------------------------- Officer September 26, 2000
(David A. Loppert)
LORRAINE M. BREECE* Chief Accounting Officer September 26, 2000
-------------------------------
(Lorraine M. Breece)
RICHARD S. FRIEDLAND* Director September 26, 2000
-------------------------------
(Richard S. Friedland)
ARTHUR F. NOTERMAN* Director September 26, 2000
-------------------------------
(Arthur F. Noterman)
DANIEL E. PENNI* Director September 26, 2000
-------------------------------
(Daniel E. Penni)
ANGELA M. SULLIVAN* Director September 26, 2000
-------------------------------
(Angela M. Sullivan)
CONSTANCE K. WEAVER* Director September 26, 2000
-------------------------------
(Constance K. Weaver)
</TABLE>
* By: /S/ DAVID A. LOPPERT
-------------------------------------
David A. Loppert
Attorney-in-fact
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Digital Angel.Net Inc. Stock Option Plan, as amended as of
September 8, 2000
4.2 Digital Angel.Net Inc. Consultants Stock Option Plan, as
amended as of September 8, 2000
4.3 Digital Angel.Net Inc. Amended and Restated Nonemployee
Director Stock Option Plan, as amended as of September 8,
2000
5.1 Opinion of Bryan Cave LLP relating to legality of the Common
Stock
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Rubin, Brown, Gornstein & Co. LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Grant Thornton LLP
23.5 Consent of Di Pesa & Company
23.6 Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1 Power of Attorney (previously filed)
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