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Filed by Applied Digital Solutions, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Applied Digital Solutions, Inc.
Commission file No. 000-26020
FOR IMMEDIATE RELEASE:
MEDIA CONTACT ADS INVESTOR RELATIONS
Matthew Cossolotto Robert Jackson
Ovations International, Inc. Phone: 561-366-4800
Phone: (914) 245-9721 Fax: 561-366-8591
[email protected] [email protected]
APPLIED DIGITAL SOLUTIONS' SHAREHOLDERS APPROVE MERGER WITH DESTRON
FEARING CORPORATION AT SPECIAL SHAREHOLDERS MEETING
PROPOSED MERGER NOW SUBJECT TO APPROVAL BY DESTRON FEARING SHAREHOLDERS,
SCHEDULED TO VOTE SEPTEMBER 7, 2000, AND CERTAIN OTHER
CONDITIONS OF THE AGREEMENT AND PLAN OF MERGER
PALM BEACH, FL-September 5, 2000 -APPLIED DIGITAL SOLUTIONS, INC. (NASDAQ: ADSX)
today released the results of voting at the special shareholders meeting held
Saturday, September 2. Shareholders were asked to vote on the following
proposals:
PROPOSAL 1. The issuance of shares of Applied Digital Solutions in exchange for
all issued and outstanding shares, options and warrants of Destron Fearing
Corporation pursuant to the Agreement and Plan of Merger, dated as of April 24,
2000 under which Destron Fearing would merge with Digital Angel.net and become a
subsidiary of Applied Digital Solutions.
PROPOSAL 2. To amend the second restated article of incorporation to increase
the number of authorized shares of Applied Digital Solutions from 85,000,000 to
250,000,000.
The results of the shareholder vote at the meeting were as follows:
FOR AGAINST ABSTAIN
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Proposal 1. 26,126,477 2,882,809 360,949
Proposal 2. 44,282,213 4,839,830 453,033
With Applied Digital Solutions shareholders' approval of the proposed merger of
Digital Angel.net with Destron Fearing Corporation having been obtained, the
proposed merger is now subject to approval by the shareholders of Destron
Fearing at a special meeting of shareholders to be held on September 7, 2000.
The merger is also subject to certain other conditions set forth the Agreement
and Plan of Merger.
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ABOUT APPLIED DIGITAL SOLUTIONS
Applied Digital Solutions is a leading-edge, single-source provider of
e-business solutions. The company differentiates itself in the marketplace by
enabling e-business through Computer Telephony Internet Integration (CTII(TM)).
With five-year revenue growth (from 1994 to 1998) of 64,012%, Applied Digital
Solutions was ranked as the fifth fastest-growing technology company by Deloitte
& Touche in its 1999 Technology Fast 500 listing. For more information, visit
the company's web site at http://www.adsx.com.
ABOUT 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. For more information about
Destron Fearing Corporation, visit the company's web site at:
www.destronfearing.com.
Applied Digital Solutions, its directors, executive officers and employees may
be soliciting proxies from Applied Digital Solutions' shareholders in favor of
the merger. Information concerning Applied Digital Solutions' participants in
the solicitation was filed on June 27, 2000 with the SEC in the joint proxy
statement/prospectus. In addition, Destron Fearing, its directors and employees
may be soliciting proxies
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from Destron Fearing stockholders in favor of the merger. Information concerning
Destron Fearing's stockholders participants in the solicitation was filed with
the SEC on June 27, 200 in the joint proxy statement/prospectus.
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Applied Digital Solutions and Destron Fearing have filed a joint proxy
statement/prospectus and other relevant documents concerning the merger with the
United States Securities and Exchange Commission (the "SEC"). APPLIED DIGITAL
URGES INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain the documents free of charge at
the SEC's website, www.sec.gov. In addition, documents filed with the SEC by
Applied Digital Solutions will be available free of charge from Applied Digital
Solutions at 400 Royal Palm Way, Suite 410, Palm Beach, Florida 33480;
Attention: Kay Langsford, Vice President of Administration, Telephone (561)
366-4800. READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE MERGER.
Statements about the Company's future expectations, including future revenues
and earnings, and all other statements in this press release other than
historical facts are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of
1934, and as that term is defined in the Private Litigation Reform Act of 1995.
The Company intends that such forward-looking statements involve risks and
uncertainties and are subject to change at any time, and the Company's actual
results could differ materially from expected results. The Company undertakes no
obligation to update forward-looking statements to reflect subsequently
occurring events or circumstances.
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