UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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) August 11, 2003
APPLIED DIGITAL SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Missouri 000-26020 43-1641533
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 Royal Palm Way, Suite 410, Palm Beach, Florida 33480
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 561-805-8000
ITEM 5. OTHER EVENTS
Stock Sale Plan Under Rule 10b5-1.
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Daniel E. Penni, a director of Applied Digital Solutions, Inc. ("the
Company") is indebted to the Company under a promissory note dated March 23,
1999, in the principal amount of $450,000 (the "Note"). Currently, $420,000
is outstanding under the Note. The Company and Mr. Penni have agreed that he
will orderly sell shares of the Company's common stock owned by him, at a
minimum price of $0.50 per share, for the purpose of repaying his
indebtedness to the Company under the Note.
To effect the orderly sale of shares of stock owned by him while
avoiding conflicts of interest or the appearance of any such conflict that
might arise from his position with the Company, Mr. Penni entered into a
written Stock Sale Plan (the "Plan"), effective August 11, 2003, with Robert
W. Baird & Co. (the "Broker"). Under the terms of the Plan, the Broker is
authorized to effect a sale, commencing September 1, 2003, of 50,000 shares
of the Company's common stock, at a price per share of $0.50 per share or
greater, on the first trading day of each month (each a "Planned
Transaction"). The Plan shall terminate upon the sale of an aggregate of
600,000 shares of the Company's common stock or upon the death of Mr. Penni
whichever is the earliest to occur. Mr. Penni has the right to terminate the
Plan at any time by providing written notice of termination prior to the
requested date of termination. The Plan is intended to qualify under the
Exchange Act Rule 10b5-1.
Under the terms of the Plan, Mr. Penni has agreed to remit the net
proceeds (net of broker commissions, fees, applicable income taxes and other
charges, if any) realized for each Planned Transaction to the Company until
such time as Mr. Penni's obligations under the Note are repaid in full.
The Plan is included herein as Exhibit 10.1.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Stock Sale Plan between Daniel E. Penni and
Robert W. Baird & Co. dated August 11, 2003
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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: August 22, 2003 By: /s/ Evan C. McKeown
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Evan C. McKeown
Senior Vice President and Chief Financial
Officer
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