As Filed with the Securities and Exchange Commission on March 3, 2000
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
APPLIED DIGITAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
MISSOURI
(State or other jurisdiction of
incorporation or organization)
43-1641533
(I.R.S. Employer
Identification No.)
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
(561) 366-4800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Applied Digital Solutions, Inc. 1999 Flexible Stock Plan
(Full title of the Plan)
Garrett A. Sullivan
Applied Digital Solutions, Inc.
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
(561) 366-4800
Fax: (561) 366-0002
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all correspondence to:
David I. Beckett, Esq. Denis P. McCusker, Esq.
General Counsel Bryan Cave LLP
Applied Digital Solutions, Inc. One Metropolitan Square
400 Royal Palm Way, Suite 410 211 North Broadway, Suite 3600
Palm Beach, Florida 33480 St. Louis, Missouri 63102-2750
(561) 366-4800 (314) 259-2000
Fax: (561) 366-0002 Fax: (314) 259-2020
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================
<S> <C> <C> <C> <C>
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be to be Offering Price Aggregate Registration
Registered Registered(1)(2) Per Unit(3) Offering Price(3) Fee
=============================================================================================
Common Stock, $.001 2,412,981 shares $10.7471 $25,932,548 $6,846
par value per share
=============================================================================================
<FN>
(1) This registration statement registers an additional 2,412,981 shares of the
same class as other securities for which a registration statement filed on
this form relating to the same employee benefit plan is effective. We
previously registered 5,000,000 shares of common stock on December 8, 1999,
Registration No. 333-92327 pursuant to the Applied Digital Solutions, Inc.
1999 Flexible Stock Plan, and therefore, we will have an aggregate of
7,412,981 shares registered pursuant to the Applied Digital Solutions, Inc.
1999 Flexible Stock Plan upon the effectiveness of this registration
statement.
(2) This Registration Statement also relates to such indeterminate number of
additional shares as may be issuable pursuant to the anti-dilution
provisions of the Applied Digital Solutions, Inc. 1999 Flexible Stock Plan.
(3) Pursuant to Rule 457(c) and (h), the proposed offering price and
registration fee have been calculated on the basis of the average of the
high and low trading prices for the Common Stock for the five day period
ended March 1, 2000 as reported on the Nasdaq National Market.
</FN>
</TABLE>
================================================================================
<PAGE>
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the same employee benefit plan is effective. Consequently, pursuant
to General Instruction E to Form S-8, the contents of the Registration Statement
filed by Applied Digital Solutions, Inc. on December 8, 1999, Registration No.
333-92327, is incorporated by reference into this Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
5.1 Opinion of Bryan Cave LLP relating to legality of the
Common Stock.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Rubin, Brown, Gornstein & Co. LLP.
23.3 Consent of Bryan Cave LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Palm Beach, State of Florida, on March 3, 2000.
APPLIED DIGITAL SOLUTIONS, INC.
By: /S/ David A. Loppert
-------------------------------------
David A. Loppert, Vice President,
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Garrett A. Sullivan and David A. Loppert, and each of them (with full power to
each of them to act alone), the true and lawful attorney in fact and agent for
the undersigned, to act on behalf of and in the name of the undersigned in
connection with this Registration Statement, including the authority to sign any
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with exhibits and any and all other documents filed with
respect thereto, with the Securities and Exchange Commission (or any other
governmental or regulatory authority), and each such person ratifies and
confirms all that said attorneys in fact and agents may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman of the Board of
Directors, Chief Executive
/S/ Richard J. Sullivan Officer and Secretary (Principal
- ------------------------------- Executive Officer) March 3, 2000
(Richard J. Sullivan)
/S/ Garrett A. Sullivan President and Director (Principal
- ------------------------------- Operating Officer) March 3, 2000
(Garrett A. Sullivan)
Vice President, Chief Financial
/S/ David A. Loppert Officer (Principal Accounting
- ------------------------------- Officer) March 3, 2000
(David A. Loppert)
/S/ Richard S. Friedland
- ------------------------------- Director March 3, 2000
(Richard S. Friedland)
Director March _, 2000
- -------------------------------
(Arthur F. Noterman)
/S/ Daniel E. Penni Director March 3, 2000
- -------------------------------
(Daniel E. Penni)
/S/ Angela M. Sullivan Director March 3, 2000
- -------------------------------
(Angela M. Sullivan)
/S/ Constance K. Weaver Director March 3, 2000
- -------------------------------
(Constance K. Weaver)
</TABLE>
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Bryan Cave LLP relating to legality of the
Common Stock.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Rubin, Brown, Gornstein & Co. LLP.
23.3 Consent of Bryan Cave LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
4
Exhibit 5.1
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE
211 N. BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
DENIS P. MCCUSKER INTERNET ADDRESS
DIRECT DIAL NUMBER [email protected]
(314) 259-2455
March 3, 2000
Board of Directors
Applied Digital Solutions, Inc.
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
Ladies and Gentlemen:
We are acting as counsel for Applied Digital Solutions, Inc., a Missouri
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Registration Statement relates to 2,412,981 shares of the Company's common
stock, $.001 par value per share, issuable under the Applied Digital Solutions,
Inc. 1999 Flexible Stock Plan (the "Plan).
In connection herewith, we have examined and relied without independent
investigation as to matters of fact upon such certificates of public officials,
such statements and certificates of officers of the Company and originals or
copies certified to our satisfaction of the Registration Statement, the Articles
of Incorporation and By-laws of the Company as amended and now in effect,
proceedings of the Board of Directors of the Company and such other corporate
records, documents, certificates and instruments as we have deemed necessary or
appropriate in order to enable us to render this opinion. In rendering this
opinion, we have assumed the genuineness of all signatures on all documents
examined by us, the due authority of the parties signing such documents, the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, it is our opinion that the
2,412,981 shares of common stock of the Company covered by the Registration
Statement, when issued, or issued on exercise of awards granted pursuant to the
Plan, will be legally issued, fully paid and non-assessable shares of Common
Stock of the Company.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/S/ BRYAN CAVE LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Applied Digital Solutions, Inc. (formerly, Applied
Cellular Technology, Inc.) of our report dated February 19, 1999 relating to the
financial statements of Applied Cellular Technology, Inc. as of and for the year
ended December 31, 1998 included in the Form 10-K for the year ended December
31, 1998 of Applied Cellular Technology, Inc.
/S/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
St. Louis, Missouri
March 3, 2000
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Applied Digital Solutions, Inc. (formerly, Applied
Cellular Technology, Inc.) of our report dated February 24, 1998 relating to the
financial statements of Applied Cellular Technology, Inc. as of and for the
years ended December 31, 1996 and 1997 included in the Form 10-K for the year
ended December 31, 1998 of Applied Cellular Technology, Inc.
/S/ Rubin, Brown, Gornstein & Co. LLP
-------------------------------------
Rubin, Brown, Gornstein & Co. LLP
St. Louis, Missouri
March 3, 2000
