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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
(914) 245-9721 FAX: 561-366-8591
[email protected] [email protected]
APPLIED DIGITAL SOLUTIONS URGES SHAREHOLDERS TO VOTE AT THE SPECIAL MEETING OF
SHAREHOLDERS SCHEDULED FOR AUGUST 8, 2000
PALM BEACH, FL - AUGUST 3, 2000 - APPLIED DIGITAL SOLUTIONS, INC. (NASDAQ: ADSX)
today urged its shareholders to vote at the Special Meeting of Shareholders
scheduled for August 8, 2000. Shareholders are voting on three proposals, two of
which involve the merger of its Digital Angel.net subsidiary with Destron
Fearing Corporation (Nasdaq SmallCap: DFCO). Specifically, shareholders are
being asked to approve (i) the issuance of up to 23,264,916 shares of Applied
Digital Common Stock in exchange for all of the issued and outstanding shares,
warrants and options of Destron Fearing, and (ii) a proposal to amend the second
restated articles of incorporation of Applied Digital Solutions to increase the
authorized shares from 85,000,000 to 250,000,000. In order for the merger to be
consummated, both Proposal 1 and Proposal 2 must be approved, requiring a vote
in favor by a majority of outstanding shares, not a mere majority of the shares
voting. Results of voting as of August 1, 2000 stood as follows:
<TABLE>
<CAPTION>
OFFICIAL VOTING THROUGH TABULATION AGENT
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PROPOSAL 1 FOR AGAINST ABSTAIN TOTAL VOTED
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<S> <C> <C> <C> <C>
Votes 19,124,210 2,192,645 213,830 21,530,685
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% of Total Outstanding Shares 36.10% 4.14% 0.40% 40.64%
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PROPOSAL 2 FOR AGAINST ABSTAIN TOTAL VOTED
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Votes 18,104,357 3,106,547 318,821 21,529,725
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% of Total Outstanding Shares 34.17% 5.86% 0.60% 40.63%
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</TABLE>
In a statement, Richard J. Sullivan, Chairman and CEO of Applied Digital
Solutions, stated "We are very pleased that the majority of voters have followed
the Board of Directors' recommendations on this merger by voting in favor of
Proposals 1 and 2. While the majority of voting shareholders, in excess of 80%
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on both items, have voiced their support of this proposed merger, these
proposals require votes in favor by the majority of issued and outstanding
shares. To date, just over 40% have responded."
Sullivan continued, "Voting is very easy using either a touchtone phone or the
Internet. Shareholders will need only their control number and appropriate phone
number or web address found on the proxy material to vote their shares. Your
broker will not vote your shares unless you specifically instruct him or her how
you wish to vote on each proposal. It is also very important to note that even
if a shareholder had sold his or her position after the June 26 record date,
they are still eligible to vote."
Statements about Applied Digital Solutions' and Destron Fearing's future
expectations, including future revenues and earnings, and all other statements
in this document 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. Applied Digital Solutions and Destron Fearing
intend that such forward-looking statements involve risks and uncertainties and
are subject to change at any time, and Applied Digital Solutions' and Destron
Fearing's actual results could differ materially from expected results. Applied
Digital Solutions and Destron Fearing undertake no obligation to update
forward-looking statements to reflect subsequently occurring events or
circumstances.
# # #
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
SOLUTIONS 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.
