UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2000
APPLIED DIGITAL SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Missouri
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(State or other jurisdiction of incorporation)
000-26020
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(Commission File Number)
43-1641533
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(IRS Employer Identification No.)
400 Royal Palm Way, Suite 410, Palm Beach, Florida 33480
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: 561-366-4800
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Item 2. Acquisition or Disposition of Assets.
Effective June 1, 2000, Applied Digital Solutions, Inc., a Missouri
corporation (the "Registrant"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") dated as of June 30, 2000, with Compec Acquisition
Corp, a Delaware corporation and wholly-owned subsidiary of the Registrant, and
Computer Equity Corporation, a Delaware corporation ("Compec") and certain
principal stockholders of Compec named in the Merger Agreement.
Pursuant to the Merger Agreement, the Registrant agreed to acquire 100
percent of the outstanding shares of common stock of Compec in consideration for
(a) approximately 4,552,907 shares of the Registrant's common stock valued at
$15,662,000 and (b) a cash payment of approximately $8,000,000.
In addition, for each of the twelve-month periods ending June 30, 2001
and June 30, 2002, the stockholders of Compec shall be entitled to earnout
payments, equal to a multiple of 1.75 times a targeted EBITDA, subject to
certain provisions and adjustments, as set forth in the Merger Agreement. The
consideration was determined by arm's-length negotiations.
Additional information with respect to the merger is set forth in the
Merger Agreement which is incorporated herein by reference and attached hereto
as Exhibit 2. The Registrant's common stock currently trades on the Nasdaq
National Market under the symbol "ADSX".
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired:
Audited financial statements for Computer Equity Corporation and
Subsidiaries as of and for the year ended February 29, 2000, and
unaudited financial statements of Computer Equity Corporation and
Subsidiaries as of and for the three month period ended May 31, 2000
pursuant to Rule 3.05(b) of Regulation S-X of the Securities Exchange
Act of 1934, will be filed by amendment to this Form 8-K, as soon as
such information is available.
(b) Pro forma financial information
Pro forma financial information, pursuant to Rule 11-01 of Regulation
S-X of the Securities Exchange Act of 1934, will be filed by amendment
to this Form 8-K, as soon as such information is available.
(c) Exhibits.
2 Agreement and Plan of Merger dated as of June 30, 2000 by and
among Applied Digital Solutions, Inc. and Compec Acquisition
Corp. and Computer Equity Corporation and John G. Ballenger,
Christopher J. Ballenger and Frederick M. Henschel.
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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)
Date: July 14, 2000 /s/ Richard J. Sullivan
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Chairman of the Board and Chief
Executive Officer
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