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): September 16, 2010
 
DIGITAL ANGEL CORPORATION
(Exact name of registrant as specified in its charter)
 
 
DELAWARE
 
0-26020
 
43-1641533
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
490 VILLAUME AVENUE
SOUTH SAINT PAUL, MINNESOTA
 
55075
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: 651-455-1621
 
 
 
(Former name or former address if changed since last report.)
 
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)
 
o 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))
 
 

 
 

 

Item 7.01   Regulation FD Disclosure.

On September 16, 2010, Digital Angel Corporation (the “Company”) received an unsolicited, non-binding proposal from PositiveID Corporation (“PSID”) that, subject to due diligence and other stated conditions, PSID is prepared to make an offer to purchase all the outstanding common shares of the Company for $0.60 per share in PSID common stock (the “offer”). Additional details of the possible offer have not yet been made available. The Company’s Board of Directors will in any event review the terms of this non-binding proposal this month at its next regularly scheduled meeting.

On September 16, 2010, the Company issued a press release regarding the offer. A copy of the press release is attached hereto as Exhibit 99.1, which 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 Exhibit 99.1 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    
       
 
Exhibit No.
 
Description
       
 
99.1
 
Press Release of the Company dated September 16, 2010

 
 

 
 
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.
 
  DIGITAL ANGEL CORPORATION  
       
Date:  September 21, 2010      
       
 
By:
/s/ Jason G. Prescott  
  Name: Jason G. Prescott  
  Title: Chief Financial Officer  
 
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