Applied Digital Solutions Inc - Current report filing (8-K)
June 06 2008 - 5:20PM
Edgar (US Regulatory)
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 2, 2008
APPLIED DIGITAL SOLUTIONS,
INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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000-26020
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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)
o
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 2.01
Completion
of Acquisition or Disposition of Assets
Effective June 2, 2008, Applied
Digital Solutions, Inc., doing business as Digital Angel, (“the
Company”) sold all of the assets of its wholly-owned subsidiary Pacific
Decision Sciences Corporation (“PDSC”) pursuant to an Asset
Purchase Agreement (the “Agreement”) among the Company, PDSC and
Customer Service Delivery Platform Corporation (the “Buyer”). The
purchase price for the assets was $2.0 million, of which $1.8 million is
payable in 48 equal installments pursuant to the terms of a non-interest
bearing promissory note, and $0.2 million was related to amounts
owed to the buyer and, therefore, credited against the purchase price. The promissory note is secured by all of the assets of
the Buyer, including the PDSC assets it acquired in the transaction. In
connection with the transaction, the Company agreed to change the name of PDSC
no later than July 15, 2008. The Company expects to record a
deferred gain of approximately $0.2 million in connection with
this transaction, which will be recognized upon collection.
The foregoing description of the Asset
Purchase Agreement does not purport to be complete and is qualified in its
entirety by reference to such Purchase Agreement. The Purchase Agreement is
filed as Exhibit 2.1 to this Current Report on Form 8-K dated June 6,
2008
Unaudited pro forma financial
statements showing how the sale of PDSC’s assets might have affected the
historical financial statements of the Company if the sale had been consummated
on March 31, 2008 and on January 1, 2007 are filed herewith as Exhibit 99.1.
The Company has not included
pro forma results of operations for the three-months ended
March 31, 2008. The Companys historical financial
statements for that period presented the results of PDSC as
discontinued operations. Had the sale occurred on January 1,
2008, the only effect on the historical statement of operations for
this interim period would have been to record approximately
$8 thousand of interest income associated with the
$1.8 million promissory note.
Item 9.01
Financial
Statements and Exhibits
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(b)
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Pro forma financial information
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2.1
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Asset Purchase Agreement among Company, Pacific
Decision Sciences Corporation and Customer Service Delivery Platform
Corporation dated June 2, 2008
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2.2
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Secured Promissory Note from Customer Service
Delivery Platform Corporation dated June 2, 2008
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2.3
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Security Agreement between Customer Service
Delivery Platform Corporation and the Company dated June 2, 2008
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99.1
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Pro forma financial information of the Company
as of March 31, 2008 and for the year ended December 31, 2007
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2
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.
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APPLIED DIGITAL SOLUTIONS,
INC.
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By:
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/s/ Lorraine M. Breece
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Name:
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Lorraine M. Breece
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Title:
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Senior Vice President and Chief Financial
Officer
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Dated: June 6, 2008
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INDEX TO EXHIBITS
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Exhibit Number
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Description
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2.1
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Asset Purchase Agreement among Company, Pacific
Decision Sciences Corporation and Customer Service Delivery Platform
Corporation dated June 2, 2008
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2.2
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Secured Promissory Note from Customer Service
Delivery Platform Corporation dated June 2, 2008
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2.3
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Security Agreement between Customer Service
Delivery Platform Corporation and the Company dated June 2, 2008
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99.1
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Pro forma financial information of the Company
as of March 31, 2008 and for the year ended December 31, 2007
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4
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