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Pursuant to Rule 424(b)(3)
Registration No. 333-38068
SUPPLEMENT TO
APPLIED DIGITAL SOLUTIONS, INC.
JOINT PROXY STATEMENT/PROSPECTUS
This supplements the information contained in the joint proxy
statement/prospectus dated June 27, 2000 relating to the pending merger between
Applied Digital Solutions, Inc. and Destron Fearing Corporation.
The date for the special meeting of shareholders of Applied Digital that
was originally scheduled for August 8, 2000, and subsequently rescheduled for
August 25, 2000, is again being rescheduled. The special meeting will be held on
September 2, 2000 at 2:00 p.m., local time, at the Brazilian Court Hotel, 301
Australian Avenue, Palm Beach, Florida 33480.
As disclosed in the joint proxy statement/prospectus, Applied Digital
shareholders were being asked to amend Applied Digital's second restated
articles of incorporation to increase the number of authorized shares of capital
stock from 85,000,000 to 250,000,000 with 245,000,000 of such shares designated
as Applied Digital common stock in order to effectuate the merger. The merger
was conditioned on shareholders of Applied Digital approving such proposal to
amend the articles of incorporation. This condition has been waived. As of the
record date, Applied Digital had a sufficient number of shares of common stock
authorized to complete the merger. Applied Digital shareholders are still being
asked to approve this proposal, however, the additional shares will be used for
general corporate purposes, rather than in connection with the merger.
The additional shares of capital stock to be authorized would be available
to Applied Digital for stock dividends and/or stock splits should the board of
directors decide that it would be desirable, in light of market conditions then
prevailing, to broaden the ownership of, and to enhance the market for, the
shares of Applied Digital capital stock. Additional shares of the capital stock
would also provide needed flexibility for future financial and capital
requirements so that proper advantage could be taken of propitious market
conditions and possible business acquisitions. The additional shares would be
available for issuance for these and other purposes, subject to the laws of the
state of Missouri and the rules of the Nasdaq National Market, at the discretion
of the Applied Digital board of directors without, in most cases, the delays and
expenses attendant to obtaining further shareholder approval. To the extent
required by Missouri law, shareholder approval will be solicited in the event
shares of stock are to be issued in connection with a merger. Applied Digital
has no current plans to issue any of the additional shares of capital stock to
be authorized under the proposed amendment to the articles of incorporation.
Although the Applied Digital board of directors does not deem the proposed
amendment to its articles of incorporation to be an anti-takeover proposal, the
ability to issue additional shares of capital stock could also be used to
discourage hostile takeover attempts of Applied Digital. The additional shares
could be privately placed, thereby diluting the stock ownership of persons
seeking to obtain control of Applied Digital.
* * *
The boards of directors continue to believe that this merger is fair to and
in the best interests of the shareholders of Destron and Applied Digital.
If you have already delivered a properly executed proxy and do not wish to
change your vote, there is no need to take any additional action. We have
enclosed another proxy which may be used if you wish to change your vote or, if
a proxy has not previously been returned, to vote for the first time. You have
the right to revoke your proxy any time prior to voting at the meeting.
This supplement to the joint proxy statement/prospectus is first being
mailed to Destron and Applied Digital shareholders on or about August 17, 2000.
This prospectus supplement is dated August 17, 2000
