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): October 25, 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 offices) (Zip Code)
Registrant's telephone number, including area code: 561-366-4800
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Item 2. Acquisition or Disposition of Assets.
Effective October 1, 2000, Applied Digital Solutions, Inc., a Missouri
corporation (the "Registrant"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") dated as of October 18, 2000, with PDS Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of the Registrant, and
Pacific Decision Sciences Corporation, a California corporation ("PDSC"), and
certain principal stockholders of PDSC named in the Merger Agreement. The
transaction closed on October 25, 2000.
Pursuant to the Merger Agreement, the Registrant agreed to acquire 100
percent of the outstanding shares of common stock of PDSC in consideration for
approximately 8,568,532 shares of the Registrant's common stock valued at
$28,019,100.
In addition, for each of the twelve-month periods ending September 30,
2001 and September 30, 2002, the stockholders of PDSC shall be entitled to
earnout payments, equal to a multiple of 4.0 times a targeted EBITDA, subject to
certain provisions and adjustments, as set forth in the Merger Agreement. The
consideration was determined by arm's-length negotiations.
The assets of PDSC acquired in connection with the Merger Agreement
included, without limitaton, physical property. For the forseeable future, the
Registrant intends to utilize such assets in connection with the operations of
the business of PDSC.
Additional information with respect to the merger is set forth in the
Merger Agreement which is incorporated herein by reference and attached hereto
as Exhibit 2. The Registrant's common stock currently trades on the Nasdaq
National Market under the symbol "ADSX".
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired:
Audited financial statements for Pacific Decision Sciences Corporation
as of and for the year ended June 30, 2000, and unaudited financial
statements of Pacific Decision Sciences Corporation as of and for the
three month period ended September 30, 2000 pursuant to Rule 3.05(b) of
Regulation S-X of the Securities Exchange Act of 1934, will be filed by
amendment to this Form 8-K, as soon as such information is available.
(b) Pro forma financial information
Pro forma financial information, pursuant to Rule 11-01 of Regulation
S-X of the Securities Exchange Act of 1934, will be filed by amendment
to this Form 8-K, as soon as such information is available.
(c) Exhibits.
2 Agreement and Plan of Merger dated as of October 18, 2000 by and
among Applied Digital Solutions, Inc. and PDS Acquisition Corp.,
and Pacific Decision Sciences Corporation, and H&K Vasa Family
1999 Limited Partnership, H&K Vasa Family 2000 Limited
Partnership, David Dorret, and David Englund.
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SIGNATURES
Pursuant to the requirements of the Securities 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: November 1, 2000 /s/ David I. Beckett
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David I. Beckett
Vice President and General Counsel
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