As Filed with the Securities and Exchange Commission on October 20, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
APPLIED DIGITAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
MISSOURI
(State or other jurisdiction of
incorporation or organization)
43-1641533
(I.R.S. Employer
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)
Applied Digital Solutions, Inc. 1999 Flexible Stock Plan
(Full title of the Plan)
Garrett A. Sullivan
Applied Digital Solutions, Inc.
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
(561) 366-4800
Fax: (561) 366-0002
(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
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be to be Offering Price Aggregate Registration
Registered Registered(1)(2) Per Unit(3) Offering Price(3) Fee
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Common Stock, $.001
par value per share 9,587,019 $3.225 $30,918,136 $8,163
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<FN>
(1) This registration statement registers an additional 9,587,019 shares of the
same class as other securities for which a registration statement filed on
this form relating to the same employee benefit plan is effective. We
previously registered (a) 5,000,000 shares of common stock on December 8,
1999, Registration No. 333-92327 pursuant to the Applied Digital Solutions,
Inc. 1999 Flexible Stock Plan, and (b) 2,412,981 shares of common stock on
March 3, 2000, Registration No. 333-31696 pursuant to the Applied Digital
Solutions, Inc. 1999 Flexible Stock Plan, and therefore, we will have an
aggregate of 17,000,000 shares registered pursuant to the Applied Digital
Solutions, Inc. 1999 Flexible Stock Plan upon the effectiveness of this
registration statement.
(2) This Registration Statement also relates to such indeterminate number of
additional shares as may be issuable pursuant to the anti-dilution
provisions of the Applied Digital Solutions, Inc. 1999 Flexible Stock Plan.
(3) Pursuant to Rule 457(c) and (h), the proposed offering price and
registration fee have been calculated on the basis of the average of the
high and low trading prices for the Common Stock for the five day period
ended October 16, 2000 as reported on the Nasdaq National Market.
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</FN>
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<PAGE>
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the same employee benefit plan is effective. Consequently, pursuant
to General Instruction E to Form S-8, the contents of the Registration Statement
filed by Applied Digital Solutions, Inc. on December 8, 1999, Registration No.
333-92327, and the contents of the Registration Statement filed by Applied
Digital Solutions, Inc. on March 3, 2000, Registration No. 333-31696, are
incorporated by reference into this Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
4.1 Applied Digital Solutions, Inc. 1999 Flexible Stock Plan
(As Amended Through September 1, 2000)
5.1 Opinion of Bryan Cave LLP regarding the validity 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 (included on signature page)
2
<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 October 19,
2000.
APPLIED DIGITAL SOLUTIONS, INC.
By: /S/ DAVID A. LOPPERT
-------------------------------------
David A. Loppert, Vice President,
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Garrett A. Sullivan and David A. Loppert, and each of them (with full power to
each of them to act alone), the true and lawful attorney in fact and agent for
the undersigned, to act on behalf of and in the name of the undersigned in
connection with this Registration Statement, including the authority to sign any
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with exhibits and any and all other documents filed with
respect thereto, with the Securities and Exchange Commission (or any other
governmental or regulatory authority), and each such person ratifies and
confirms all that said attorneys in fact and agents may lawfully do or cause to
be done by virtue hereof.
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.
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Signature Title Date
<S> <C> <C>
Chairman of the Board of
Directors, Chief Executive
/S/ Richard J. Sullivan Officer and Secretary (Principal
------------------------------- Executive Officer) October 19, 2000
(Richard J. Sullivan)
/S/ Garrett A. Sullivan President and Director (Principal
------------------------------- Operating Officer) October 19, 2000
(Garrett A. Sullivan)
/S/ David A. Loppert Vice President, Chief Financial
------------------------------- Officer October 19, 2000
(David A. Loppert)
/S/ Lorraine M. Breece Chief Accounting Officer October 19, 2000
-------------------------------
(Lorraine M. Breece)
/S/ Richard S. Friedland Director October 19, 2000
-------------------------------
(Richard S. Friedland)
/S/ Arthur F. Noterman Director October 19, 2000
-------------------------------
(Arthur F. Noterman)
/S/ Daniel E. Penni Director October 19, 2000
-------------------------------
(Daniel E. Penni)
/S/ Angela M. Sullivan Director October 19, 2000
-------------------------------
(Angela M. Sullivan)
/S/ Constance K. Weaver Director October 19, 2000
-------------------------------
(Constance K. Weaver)
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Applied Digital Solutions, Inc. 1999 Flexible Stock Plan
(As Amended Through September 1, 2000)(incorporated
herein by reference to Exhibit 10.1 to the Registrant's
Registration Statement on Form S-3 (File No. 333-47996)
filed with the Securities and Exchange Commission on
October 16, 2000)
5.1 Opinion of Bryan Cave LLP regarding the validity 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 (included on signature page)
4
