UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 2 to
FORM 8-K
(Amending Form 8-K/A filed on December 22, 1999,
which amended Form 8-K filed on December 13, 1999)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 28, 1999
APPLIED DIGITAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Missouri 000-26020 43-1641533
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 Royal Palm Way, Suite 410, Palm Beach, Florida 33480
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: 561-366-4800
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On December 13, 1999, the Registrant, Applied Digital Solutions, Inc.,
filed a Current Report on Form 8-K reporting the proposed sale of all of the
Registrant's 4,942,284 shares of TigerTel, Inc., its Canadian subsidiary
("TigerTel") to AT&T Canada Corp., a Canadian corporation ("AT&T Canada"), and
by amendment filed on December 22, 1999, filed the Agreement dated as of
November 28, 1999 by and among AT&T Canada Corp. and TigerTel relating to AT&T
Canada's all cash take-over bid for 100% of TigerTel's common shares.
On December 30, 1999, the Registrant completed the sale of all of its
common shares of TigerTel to AT&T Canada for CDN$45,716,127 (US$31,301,695).
Pursuant to AT&T Canada's all cash offer, approximately 96.7% of TigerTel's
7,500,000 outstanding shares were tendered to AT&T at CDN$9.25 per share
(US$6.26).* In addition, AT&T Canada agreed to refinance TigerTel's
approximately CDN$10,000,000 in debt provided under the Registrant's Term and
Revolving Credit Agreement.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Agreement dated as of November 28, 1999 by and among AT&T Canada Corp.
and TigerTel, Inc. **
99.2 Lock-Up Agreement dated as of November 28, 1999 by and among AT&T
Canada Corp. and Applied Digital Solutions, Inc. **
99.3 Press release dated January 3, 2000.
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* The actual exchange rate received by the Registrant differs from the
preliminary exchange rate reported in the press release dated January 3,
2000, filed herewith as Exhibit 99.3.
** Previously filed.
<PAGE>
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)
/s/ David A. Loppert
Date: January 11, 2000 -----------------------------------
David A. Loppert
Vice President
Exhibit 99.3
Press Release
APPLIED DIGITAL SOLUTIONS COMPLETES
$70 MILLION (CDN) SALE OF TOGERTEL TO AT&T CANADA
PALM BEACH, FLORIDA, January 3, 2000 -- Applied Digital Solutions, Inc.
(NASDAQ:ADSX) today announced the completion, on December 30, 1999, of the sale
of its approximately 4.9 million shares in TigerTel Inc., its Toronto-based
telecommunications subsidiary, to AT&T Canada, first announced on November 29,
1999. Under AT&T's offer, approximately 7.3 million (approximately 96.7%) of
TigerTel's 7.5 million outstanding shares were tendered to AT&T at CDN$9.25 per
share ($6.36 US). In addition, AT&T Canada agreed to refinance TigerTel's
approximately CDN$10 million in debt provided under Applied Digital Solutions
Term and Revolving Credit Agreement.
"The sale of TigerTel will help us accelerate our transformation of ADS into a
single source e-business to business solutions provider in the United States,"
said ADS Chairman and CEO Richard J. Sullivan. "The sale will help us focus our
core businesses on the enormous growth opportunities available in the U.S.
market."
Sullivan noted that ADS has sharpened its strategic focus on web-based
applications development, networking services, internet telephony integration
and leading-edge IT solutions and services. "Given our e-business strategic
focus, TigerTel simply fit more appropriately into AT&T's Canadian operations,"
he said.
About TigerTel Inc.
TigerTel provides corporate clients across Canada a variety of
telecommunications services including telecommunications management, call
center, voice messaging and various toll and data services. TigerTel achieved
revenues of nearly CDN$19 million for the third quarter of 1999, while EBITDA
(earnings before interest, taxes, depreciation and amortization) reached CDN$1.4
million.
About Applied Digital Solutions, Inc.
Applied Digital Solutions, Inc. is an e-business to business solutions provider
offering Internet, telecom, LAN and software services to a wide variety of
businesses throughout North America. For more information, visit the Company's
web site at www.adsx.com
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.
