Applied Digital Solutions Inc - Amended Current report filing (8-K/A)
May 14 2008 - 4:54PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to
Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): May 7, 2008
APPLIED DIGITAL SOLUTIONS,
INC.
(Exact name of registrant as
specified in its charter)
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DELAWARE
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0-26020
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43-1641533
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1690 SOUTH CONGRESS AVENUE,
SUITE 201
DELRAY BEACH, FLORIDA
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33445
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
561-276-0477
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(Former name or former address if changed since last report.)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02 Results of Operations and Financial Condition.
On May 7, 2008, Applied Digital Solutions, Inc. d/b/a
Digital Angel (the “Company”) filed a Current Report on Form 8-K
and furnished a press release announcing its financial results for the first
quarter of 2008. The Company hereby amends the Current Report on Form 8-K to clearly identify the December 31, 2007 condensed
consolidated balance sheet as proforma and the condensed consolidated
statements of operations for the three-months ended March 31, 2007 as
proforma.
During the three-months ended March 31, 2008, the
Company’s ownership interest in VeriChip Corporation, a Delaware
corporation (“VeriChip”) fell below 50% and, therefore, during the
three-months ended March 31, 2008, the Company began accounting for
VeriChip under the equity method of accounting. The equity method of accounting
is used for investments in affiliated companies, which the Company does not
control and in which its interest is generally between 20% and 50% and the
Company has significant influence over the entities. Prior period financial
statements have been presented on a historical basis, and accordingly, include
the results of operations of VeriChip under the consolidation method. For
comparative purposes, we have presented a pro forma balance sheet as of
December 31, 2007 and pro forma statements of operations for the
three-months ended March 31, 2007 as if VeriChip had been accounted for
under the equity method of accounting for those periods. These pro forma
statements are furnished as Exhibit 99.1 and are labeled “Pro
Forma”.
The information in this Current Report on Form 8-K/A, including
Exhibit 99.1, is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. The information in this Current Report on Form 8-K/A shall not be incorporated
by reference into any filing under the Securities Exchange Act of 1934 or the
Securities Act of 1933, as amended, except as expressly set forth by specific
reference in such a filing.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Condensed Consolidated Statements of
Operations Data for the Three-Months Ended March 31, 2008 and 2007 and
Condensed Consolidated Balance Sheets Data as of March 31, 2008 and
December 31, 2007
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SIGNATURES
Pursuant to the requirements of the Securities Exchange 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.
Date: May 14, 2008
By:
/s/ Lorraine M. Breece
Name: Lorraine M. Breece
Title: Senior Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit Number
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Description
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99.1
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Condensed Consolidated Statements of Operations
Data for the Three-Months Ended March 31, 2008 and 2007 and Condensed
Consolidated Balance Sheets Data as of March 31, 2008 and
December 31, 2007
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