UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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): April 12, 2000
APPLIED DIGITAL SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Missouri
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(State or other jurisdiction of incorporation)
000-26020
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(Commission File Number)
43-1641533
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(IRS Employer Identification No.)
400 Royal Palm Way, Suite 410, Palm Beach, Florida 33480
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: 561-366-4800
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Item 2. Acquisition or Dispostion of Assets
On April 12, 2000, we announced that we have entered into a letter of intent
with ATEC Group, Inc. which provides for a merger of our subsidiary
Intellesale.com, Inc. into ATEC, in a transaction which will result in the
combined company becoming an approximately 70%-owned subsidiary of Applied
Digital. Our press release announcing the transaction is filed as an Exhibit to
this Report. The transaction is subject to a number of conditions, including
satisfactory completion of due diligence relating to ATEC and Intellesale, final
approval by our Board of Directors, signing of a definitive merger agreement,
approval by the shareholders of ATEC and required regulatory approvals,
including compliance with the filing requirements under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976, as amended. Subject to satisfaction of those
conditions, we expect the transaction to be completed by the end of the second
quarter of this year.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated April 12, 2000
relating to the proposed merger of Intellesale.com, Inc.
into ATEC Group, Inc.
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SIGNATURES
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 hereunto duly authorized.
APPLIED DIGITAL SOLUTIONS, INC.
(Registrant)
Date: April 13, 2000 /S/ David A. Loppert
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David A. Loppert
Vice President
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APPLIED DIGITAL SOLUTIONS SIGNS LETTER OF INTENT TO SELL INTELLESALE.COM TO
ATEC GROUP IN STOCK TRANSACTION VALUED AT $375 MILLION, REPRESENTING $16 PER
INTELLESALE.COM SHARE
PALM BEACH, Fla.--April 12, 2000--Applied Digital Solutions, Inc. (NASDAQ:
ADSX) announced today that it has signed a letter of intent to sell its
subsidiary, IntelleSale.com, Inc., to ATEC Group, Inc. (NASDAQ: ATEC), a major
system integrator and provider of a full line of information technology products
and services.
Under the terms of the agreement, the all-stock transaction - valued at
approximately $375 million, representing $16 per IntelleSale share- is expected
to close by the end of the second quarter of 2000. The combined company will be
renamed IntelleSale.com and will be owned approximately 70% by Applied Digital
Solutions and 15% by ATEC shareholders, with the remaining 15% owned by the
current IntelleSale.com management. The combined company will be headed by Marc
Sherman, the current Chief Executive Officer of IntelleSale.com., with the
support of existing management of ATEC.
Commenting on the proposed transaction, Richard J. Sullivan, Chairman and
CEO of Applied Digital Solutions, said: "This agreement acknowledges the great
value and awareness that IntelleSale has generated in the marketplace. By
joining forces with ATEC Group, IntelleSale will be able to build on its already
strong brand recognition. The combined company will provide consumers and
institutions with more options in meeting the high demand for affordable
computers and related IT business-to-business solutions."
"We're delighted with this agreement," said Surinder Rametra, Chairman and
CEO of ATEC Group. "It unites IntelleSale's established brand presence and
market position in the computer equipment arena with ATEC Group's system
integration and IT services capabilities. The agreement gives the combined
company a truly unique combination of assets with which to offer IT solutions
and fulfillment at affordable prices. The expansion of our base business
strengthens IntelleSale's position in the business-to-business IT solutions
industry."
About IntelleSale.com, Inc.
A subsidiary of Applied Digital Solutions, Inc., IntelleSale.com, Inc., is
the leading provider of open-box, overstock, off-lease, new and refurbished
computer equipment and related products at deeply discounted prices. The company
sells products online through http://www.intellesale.com and other Internet
portals, such as C/Net, Amazon.com, Egghead+Onsale and Ubid. In addition, the
company sells products through traditional distribution channels, including the
Intellesale.com sales force and advertising via catalogs and other conventional
media.
About ATEC Group, Inc.
Based in Hauppauge, New York, ATEC Group, Inc., is a leading system
integrator and provider of a full line of information technology products and
services. As a one-stop company for the computer needs of businesses, government
agencies and educational institutions, ATEC Group offers computer hardware and
software, system integration networking, graphic arts, Internet and Intranet.
The company is positioned for growth through its capabilities as a PC
manufacturer of Nexar technology, in software development and e-commerce. For
more information, visit the company's website at http://www.atecgroup.com .
About Applied Digital Solutions, Inc.
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.
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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.
CONTACT: Ovations International Inc.
Matthew Cossolotto, 914/245-9721; [email protected]
or
ADS Investor Relations
Robert Jackson, 303/707-1468; Fax: 303/703-8250
[email protected]
