================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(a)
SysComm International Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock - $0.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
871942 10 8
--------------------------------------------------------------------------------
(CUSIP Number)
David I. Beckett, Esq.
General Counsel
Applied Digital Solutions, Inc.
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
Tel: (561) 366-4800
Fax: (561) 366-0002
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 14, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box:
(Continued on following pages)
(Page 1 of 11 Pages)
================================================================================
<PAGE>
--------------------- ------------------
CUSIP No. 871942 10 8 Schedule 13D Page 2 of 11 Pages
--------------------- ------------------
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Applied Digital Solutions, Inc. 43-1641533
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
--------------------------------------------------------------------------------
7 SOLE VOTING POWER 2,570,000
NUMBER OF SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED BY EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 2,570,000
PERSON WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER None
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,570,000 shares of Common Stock
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5%*
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
* Share ownership numbers and percentages are approximations for the reasons
stated in Item 5 of this Schedule 13D. The reporting person is the beneficial
owner of all of the reported shares although record ownership varies.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
--------------------- ------------------
CUSIP No. 871942 10 8 Schedule 13D Page 3 of 11 Pages
--------------------- ------------------
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to shares
of Common Stock, par value $0.01 per share (the "Shares"), of SysComm
International Corporation, a Delaware corporation ("SysComm" or the "Company").
The principal executive offices of SysComm are located at 20 Precision Drive,
Shirley, New York 11967.
Item 2. Identity and Background.
(a)-(c), (f) The name, state of incorporation and business address of
the person filing this statement (the "Reporting Person") is:
Applied Digital Solutions, Inc., a Missouri corporation
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
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) (the
integration of computer, telecom and the Internet). The company's goal is to be
a single source e-business provider that mid-size companies can turn to for
intelligently connecting their business processes via telephone or computer,
with their customers, suppliers and partners to deliver the results expected
from the emerging e-business market. The Reporting Person's services integrate
Web front-end applications with back-end enterprise resources either by
telephone, computer/software or both. Applied Digital Solutions provides end to
end solutions that enable e-business optimization while powering e-business
initiatives through intelligent collaboration and customer interaction.
Information relating to the directors and executive officers of the
Reporting Person is contained in Appendix A attached hereto and is incorporated
herein by reference.
(d) and (e) Neither the Reporting Person nor, to the best of its
knowledge, any of the persons listed in Appendix A has, during the last five
years, (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which has resulted in
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired an interest in the Shares in connection
with the execution of a stock purchase agreement (see Item 5 below) pursuant to
which the Reporting Person will acquire the Shares from the current holders
thereof, John H. Spielberger, Catherine Spielberger and Bearpen Limited
Partnership. The Reporting Person acquired the Shares by issuing shares of its
common stock and by paying the remainder of the purchaser price in cash,
pursuant to the terms of the stock purchase agreement. No other financing is
required to effect the transaction.
<PAGE>
--------------------- ------------------
CUSIP No. 871942 10 8 Schedule 13D Page 4 of 11 Pages
--------------------- ------------------
Item 4. Purpose of Transaction.
The Reporting Person consummated a Stock Purchase Agreement with John
H. Spielberger, Catherine Spielberger and Bearpen Limited Partnership dated as
of November 13, 2000 (as amended December 14, 2000, the "Purchase Agreement"), a
copy of which is attached as an exhibit hereto and hereby incorporated herein by
reference. The Reporting Person entered into the Purchase Agreement with the
intent of indirectly acquiring control of substantially all of the assets of the
Issuer. In connection with the execution of the Purchase Agreement, the acting
officers and directors of the Issuer resigned, and representatives of the
Reporting Person were appointed to fill the vacancies on the board of directors.
As a result of the transaction, each share of common stock of the Issuer being
acquired will be exchanged for approximately $ worth of the Reporting Person's
common stock.
Also on December 14, 2000, John H. Spielberger, Catherine Spielberger
and Bearpen Limited Partnership executed an irrevocable proxy (the "Proxy")
providing the Reporting Person with the right to vote the Shares of Common Stock
to be acquired by the Reporting Person pending the closing.
Item 5. Interest in Securities of the Issuer.
(a) and (b). As of December 14, 2000, under the definition of
"beneficial ownership" as set forth in Rule 13d-3 under the Exchange Act, the
Reporting Person may be deemed to have beneficial ownership of 2,570,000 shares
of Common Stock of the Issuer pursuant to the Purchase Agreement, constituting
approximately 54.6% of the outstanding shares of Common Stock of the Issuer
(based on 4,703,421 shares of Common Stock outstanding on August 17, 2000). Upon
consummation of the Purchase Agreement and delivery of the Proxy in connection
therewith, the Reporting Person obtained the sole power to vote such shares of
Common Stock. Until the escrow established under the Purchase Agreement is
released and the Reporting Person receives the Shares, the Reporting Person will
not have the sole or any shared power to dispose or to direct the disposition of
any Common Stock.
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission that the Reporting Person is the beneficial
owner of the Common Stock referred to herein for purposes of Section 13(d) of
the Exchange Act or for any other purpose, and such beneficial ownership is
expressly disclaimed.
(c) Except as set forth in this Item 5, to the best knowledge of the
Reporting Person, neither the Reporting Person nor any director or executive
officer of the Reporting Person and no other person described in Item 2 hereof
has beneficial ownership of, or has engaged in any transaction during the past
60 days in, any shares of Common Stock.
(d) Until the escrow established under the Purchase Agreement is
released and the Reporting Person receives the Common Stock, none of the
Reporting Person or any of its designees will have any right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
any shares of Common Stock.
(e) Not applicable.
<PAGE>
--------------------- ------------------
CUSIP No. 871942 10 8 Schedule 13D Page 5 of 11 Pages
--------------------- ------------------
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As described above, on December 14, 2000, John H. Spielberger,
Catherine Spielberger and Bearpen Limited Partnership executed the Proxy
providing the Reporting Person with the right to vote the Shares of Common Stock
to be acquired by the Reporting Person pending the closing. A copy of the Proxy
is attached hereto as an exhibit and incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits.
Attached hereto or incorporated herein as exhibits are the following
documents:
1. Stock Purchase Agreement by and between Applied Digital Solutions, Inc.
and John H. Spielberger, Catherine Spielberger and Bearpen Limited Partnership,
dated November 13, 2000 (incorporated by reference to Exhibit 2.1 to the
Issuer's current report on Form 8-K which was filed with the Securities and
Exchange Commission on December 22, 2000--File No. 0-22693).
2. Amendment No. 1 to Stock Purchase Agreement by and between Applied Digital
Solutions, Inc. and John H. Spielberger, Catherine Spielberger and Bearpen
Limited Partnership, dated December 14, 2000 (incorporated by reference to
Exhibit 2.2 to the Issuer's current report on Form 8-K which was filed with the
Securities and Exchange Commission on December 22, 2000--File No. 0-22693).
3. Irrevocable Proxy of John H. Spielberger, Catherine Spielberger and Bearpen
Limited Partnership dated as of December 14, 2000.
<PAGE>
--------------------- ------------------
CUSIP No. 871942 10 8 Schedule 13D Page 6 of 11 Pages
--------------------- ------------------
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December 22, 2000
Applied Digital Solutions, Inc.
By: /s/ David A. Loppert
----------------------------
Name: David A. Loppert
Title: Senior Vice President
<PAGE>
--------------------- ------------------
CUSIP No. 871942 10 8 Schedule 13D Page 7 of 11 Pages
--------------------- ------------------
Appendix A
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF APPLIED DIGITAL SOLUTIONS, INC.
Set forth below are the name, current business address, citizenship and
the present principal occupation or employment and material occupations,
positions, offices or employments for the past five years of each director and
executive officer of Applied Digital Solutions, Inc. The principal address of
Applied Digital Solutions, Inc. and, unless otherwise indicated below, the
current business address for each individual listed below is 400 Royal Palm Way,
Suite 410, Palm Beach, Florida 33480. Unless otherwise indicated, each such
person is a citizen of the United States. Unless otherwise indicated, each
occupation set forth opposite the individual's name refers to employment with
Applied Digital Solutions, Inc.
Name and Current Present Principal Occupation or Employment;
Business Address Material Positions Held During the Past Five Years
---------------- --------------------------------------------------
Richard J. Sullivan Mr. Sullivan, was elected to the Board of Directors,
and named Chief Executive Officer, in May 1993. He
was appointed Secretary in March 1996. He is a member
of the Compensation Committee of the Board of
Directors of the Company. Mr. Sullivan is currently
Chairman of Great Bay Technology, Inc. From August
1989 to December 1992, Mr. Sullivan was Chairman of
the Board of Directors of Consolidated Convenience
Systems, Inc., in Springfield, Missouri. He has been
the Managing General Partner of The Bay Group, a
merger and acquisition firm in New Hampshire, since
February 1985. Mr. Sullivan was formerly Chairman and
Chief Executive Officer of Manufacturing Resources,
Inc., an MRP II software company in Boston,
Massachusetts, and was Chairman and CEO of Encode
Technology, a "Computer-Aided Manufacturing" Company,
in Nashua, New Hampshire from February 1984 to August
1986. Mr. Sullivan is married to Angela M. Sullivan.
Jerome C. Artigliere Mr. Artigliere joined a subsidiary of the Company as
President in January 1998, and was appointed Vice
President of the Company in April 1998, and Treasurer
in December 1999, and Chief Financial Officer in
November 2000. From 1996 to 1997 he was Regional Vice
President at General Electric Capital Corporation in
Portsmouth, NH. Prior to that, from 1994 to 1996 he
was State Vice President at First National Bank in
Portsmouth, NH, a commercial bank subsidiary of
Peoples Heritage Bank of Portland, MA. He earned an
undergraduate degree in finance from Seton Hall
University in 1977, and an MBA from Fairleigh
Dickinson University in 1980. Mr. Artigliere joined a
subsidiary of the Company as President in January
1998, and was appointed Vice President of the Company
in April 1998, and Treasurer in December 1999. From
1996 to 1997 he was Regional Vice President at
General Electric Capital Corporation in Portsmouth,
NH. Prior to that, from 1994 to 1996 he was State
Vice President at First National Bank in Portsmouth,
NH, a commercial bank subsidiary of Peoples Heritage
Bank of Portland, MA. He earned an undergraduate
degree in finance from Seton Hall University in 1977,
and an MBA from Fairleigh Dickinson University in
1980.
<PAGE>
--------------------- ------------------
CUSIP No. 871942 10 8 Schedule 13D Page 8 of 11 Pages
--------------------- ------------------
Name and Current Present Principal Occupation or Employment;
Business Address Material Positions Held During the Past Five Years
---------------- --------------------------------------------------
Richard S. Friedland Mr. Friedland, was elected to the Board of Directors
in October 1999 and is Chairman of the Audit
Committee and serves on the Compensation Committee of
the Board of Directors of the Company. He was
previously associated with General Instrument
Corporation. During his 19-year tenure, he held
various executive positions, including Chief
Financial Officer, President and Chief Operating
Officer. In 1995, he was appointed Chairman of the
Board and Chief Executive Officer. Mr. Friedland
currently serves on the boards of Tech-Sym
Corporation, Zilog, Inc. and Video Network
Communications, Inc., as well as several development
stage companies. He earned a Bachelor of Science
degree in Accounting from Ohio State University in
1972 and a Master of Business Administration degree
from Seton Hall University in 1985.
Michael E. Krawitz Mr. Krawitz joined the Company as Assistant Vice
President and General Counsel in April 1999, and was
appointed Vice President and Assistant Secretary in
December 1999. From 1994 to April 1999, Mr. Krawitz
was an attorney with Fried, Frank, Harris, Shriver &
Jacobson in New York. Mr. Krawitz earned a Bachelor
of Arts degree from Cornell University in 1991 and a
juris doctorate from Harvard Law School in 1994.
<PAGE>
--------------------- ------------------
CUSIP No. 871942 10 8 Schedule 13D Page 9 of 11 Pages
--------------------- ------------------
Name and Current Present Principal Occupation or Employment;
Business Address Material Positions Held During the Past Five Years
---------------- --------------------------------------------------
David A. Loppert Mr. Loppert joined the Company as Vice President,
Treasurer and Chief Financial Officer in February
1997. In November 2000, Mr. Loppert was appointed
Senior Vice President and relinquished his position
as Chief Financial Officer. From 1996 to 1997, he was
Chief Financial Officer of Bingo Brain, Inc. From
1994 to 1996, he was Chief Financial Officer of both
C.T.A. America, Inc., and Ricochet International,
L.L.C. Prior to that he was Senior Vice President,
Acquisitions and Due Diligence, of Associated
Financial Corporation. Mr. Loppert started his
financial career with Price Waterhouse in 1978, in
Johannesburg, South Africa, before moving to their
Los Angeles Office in 1980 where he rose to the
position of Senior Manager. He holds Bachelor degrees
in both Accounting and Commerce, as well as a Higher
Diploma in Accounting, all from the University of the
Witwatersrand, Johannesburg. Mr. Loppert was
designated a Chartered Accountant (South Africa) in
1980.
Arthur F. Noterman Mr. Noterman, a Chartered Life Underwriter, has
served as a Director since February 1997, and serves
on the Audit Committee of the Board of Directors of
the Company. An operator of his own insurance agency,
Mr. Noterman is a registered NASD broker affiliated
with a Chicago, Illinois registered broker/dealer.
Mr. Noterman attended Northeastern University from
1965 to 1975 and obtained the Chartered Life
Underwriters Professional degree in 1979 from The
American College, Bryn Mawr, Pennsylvania.
<PAGE>
--------------------- -------------------
CUSIP No. 871942 10 8 Schedule 13D Page 10 of 11 Pages
--------------------- -------------------
Name and Current Present Principal Occupation or Employment;
Business Address Material Positions Held During the Past Five Years
---------------- --------------------------------------------------
Daniel E. Penni Mr. Penni, has served as a Director since March 1995
and is Chairman of the Compensation Committee, and
serves on the Audit Committees of the Board of
Directors of the Company. Since March 1998, he has
been an Area Executive Vice President for Arthur J.
Gallagher & Co., an insurance agency. He has worked
in many sales and administrative roles in the
insurance business since 1969. He was President of
the Boston Insurance Center, Inc., an insurance
agency, until 1988. Mr. Penni was founder and
President of BIC Equities, Inc., a broker/dealer
registered with the NASD. Mr. Penni graduated with a
Bachelor of Science degree in 1969 from the School of
Management at Boston College.
Angela M. Sullivan Ms. Sullivan, has served as a Director since April
1996 and serves on the Compensation Committee of the
Board of Directors of the Company. From 1988 to the
present, Ms. Sullivan has been a partner in The Bay
Group, a private merger and acquisition firm,
President of Great Bay Technology, Inc., and
President of Spirit Saver, Inc. Ms. Sullivan earned a
Bachelor of Science degree in Business Administration
in 1980 from Salem State College. Ms. Sullivan is
married to Richard J. Sullivan.
Garrett A. Sullivan Mr. Sullivan, has been President of the Company since
March 1995. He was elected to the Board of Directors
in August 1995. He was acting secretary of the
Company from March 1995 to March 1996 and acting
Chief Financial Officer from March 1995 to February
1997. From 1993 to 1994 he was an Executive Vice
President of Envirobusiness, Inc. From 1988 to 1993,
he served as president and chief operating officer of
two companies in the electronics and chemical
industries which were owned by Philips North America.
He was previously a partner in The Bay Group, a
merger and acquisition firm in New Hampshire, from
1988 to 1993. From 1981 to 1988, Mr. Sullivan was
President of Granada Hospital Group, Burlington,
Massachusetts. He earned a Bachelor of Arts degree
from Boston University in 1960 and an MBA from
Harvard University in 1962. Mr. Sullivan is not
related to Richard J. Sullivan.
<PAGE>
--------------------- -------------------
CUSIP No. 871942 10 8 Schedule 13D Page 11 of 11 Pages
--------------------- -------------------
Name and Current Present Principal Occupation or Employment;
Business Address Material Positions Held During the Past Five Years
---------------- --------------------------------------------------
Constance K. Weaver Ms. Weaver, was elected to the Board of Directors in
July 1998 and serves on the Compensation and Audit
Committees of the Board of Directors of the Company.
From 1996 to the present, Ms. Weaver has been Vice
President, Investor Relations and Financial
Communications for AT&T Corporation. From 1995
through 1996 she was Senior Director, Investor
Relations and Financial Communications for Microsoft
Corporation. From 1993 to 1995 she was Vice
President, Investor Relations, and from 1991 to 1993
she was Director of Investor Relations, for MCI
Communications, Inc. Ms. Weaver is a director of
Primark Corporation and the National Investor
Relations Institute (NIRI). She earned a Bachelor of
Science degree from the University of Maryland in
1975.
