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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]
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY APPLIED DIGITAL SOLUTIONS, INC.
ON AUGUST 7, 2000.
NEWS RELEASE
FOR IMMEDIATE RELEASE
APPLIED DIGITAL SOLUTIONS, INC. POSTPONES ITS SPECIAL MEETING OF SHAREHOLDERS
-- Special Meeting of Shareholders for Applied Digital is rescheduled for
August 25, 2000 --
Palm Beach, FL, August 7, 2000 - Applied Digital Solutions, Inc.
(Nasdaq:ADSX): announced today it has postponed its scheduled special
meeting of shareholders until August 25, 2000, at 2:00 p.m. local time. The
Applied Digital meeting location will be at the Brazilian Court Hotel, 301
Australian Avenue, Palm Beach, Florida. At such meetings, shareholders of
Applied Digital will vote on the proposed acquisition of Destron Fearing
Corporation (Nasdaq SmallCap:DFCO) in a tax-free exchange of common stock.
Applied Digital is seeking an additional period of time to solicit proxies to
ensure the company meets the quorum requirements for its special meeting of
shareholders.
Shareholders of Applied Digital are voting on three proposals, two of which
involve the merger of its Digital Angel.net subsidiary with Destron Fearing.
Specifically, Applied Digital's 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 its authorized shares of
capital stock 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. Holders of a majority of the outstanding shares of Applied Digital must
be present in person or by proxy in order for a special meeting of Applied
Digital shareholders to meet the quorum requirements. As of August 7, 2000,
Applied Digital did not have a sufficient number of proxy votes to ensure a
quorum.
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Results of voting as of August 7, 2000 stood as follows:
<TABLE>
<CAPTION>
OFFICIAL VOTING THROUGH TABULATION AGENT
----------------------------------------------------------------
<S> <C> <C> <C> <C>
PROPOSAL 1 FOR AGAINST ABSTAIN TOTAL VOTED
--------------- ---------------- ------------ ------------------
Votes 21,329,556 2,415,061 224,874 23,969,491
--------------- ---------------- ------------ ------------------
% of Total Outstanding Shares 40.3% 4.6% 0.4% 45.2%
--------------- ---------------- ------------ ------------------
----------------------------------------------------------------
PROPOSAL 2 FOR AGAINST ABSTAIN TOTAL VOTED
--------------- ---------------- ------------ ------------------
Votes 19,515,518 4,118,429 334,584 23,968,531
--------------- ---------------- ------------ ------------------
% of Total Outstanding Shares 36.8% 7.8% 0.6% 45.2%
--------------- ---------------- ------------ ------------------
</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%
on both items, have voiced their support of this proposed merger, these
proposals require approval by the holders of the majority of issued and
outstanding shares. To date, just over 45% have responded. Applied Digital
shareholders need to remember that because these two proposals are non-routine
matters, your broker will not vote your shares unless you specifically instruct
him or her how you wish to vote on such proposals."
ABOUT APPLIED DIGITAL SOLUTIONS
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.
ABOUT DIGITAL ANGEL
In December of 1999, Applied Digital Solutions announced that it had acquired
the patent rights to a miniature digital transceiver - which it has named
Digital Angel - implantable within the human body that could be used for a
variety of purposes, such as providing a tamper-proof means of identification
for enhanced e-commerce security, locating lost or missing individuals, tracking
the location of valuable property and pets, and monitoring the medical
conditions of at-risk patients. The implantable device sends and receives data
and can be continuously tracked by GPS (Global Positioning Satellite)
technology. For more information about Digital Angel, visit
www.digitalangel.net.
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ABOUT DESTRON FEARING CORPORATION
Destron Fearing Corporation has been in the animal identification business since
1945. For over 50 years, Destron Fearing has developed, manufactured and
marketed a broad range of individual animal identification products. The company
owns patents worldwide in microchip technology and is a leader in the world
evolution of radio frequency animal identification. For more information about
Destron Fearing Corporation, visit the company's web site at:
www.destronfearing.com.
Statements about Applied Digital Solutions' and Destron Fearing'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. 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, its directors, executive officers and employees may
be soliciting proxies from Applied Digital Solutions shareholders in favor of
the merger. Information concerning Applied Digital Solutions' participants in
the solicitation was filed on June 27, 2000 with the SEC in the joint proxy
statement/prospectus. In addition, Destron Fearing, its directors and employees
may be soliciting proxies from Destron Fearing's stockholders in favor of the
merger. Information concerning Destron Fearing's participants in the
solicitation was filed on June 27, 2000 with the SEC in the joint proxy
statement/prospectus.
# # #
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
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.
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