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) DECEMBER 2, 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
The Company Entered Into Securities Purchase Agreements to Complete
the Sale of the Remaining Shares on its Previously Filed Registration
Statement
On December 2, 2003, Applied Digital Solutions, Inc. (the
"Company") entered into securities purchase agreements (the
"Agreements") with each of First Investors Holding Co., Inc., Magellan
International LTD, Elliott Associates, L.P., Islandia, L.P., Midsummer
Investment, Ltd., Omicron Master Trust, Portside Growth and Opportunity
Fund and Elliott International L.P. (collectively referred to herein
as the "Purchasers") for the purchase of up to 3,000,000 shares,
1,000,000 shares, 533,332 shares, 761,905 shares, 761,905 shares,
571,429 shares, 571,429 and 800,000 shares shares of the Company's
common stock, respectively (8,000,000 shares in the aggregate). The
8,000,000 shares of common stock are part of the Company's 30,000,000
registered common stock offering pursuant to its Registration Statement on
Form S-1 (File No. 333-106300). Following the completion of the sale of these
8,000,000 shares, the Company will not sell any additional shares pursuant
to the Registration Statement. The Company intends to use the net proceeds
from the purchases for general corporate purposes (including working capital
requirements, sales and marketing and capital expenditures).
J.P. Carey Securities, Inc. ("J.P. Carey"), acted as the Company's
placement agent with respect to the Agreements. Under the terms of the
placement agency agreement with J.P. Carey, the Company has agreed to pay
J.P. Carey a fee of 2.0% of the gross subscription proceeds from the shares
sold to the Purchasers.
TERMS OF THE SECURITIES PURCHASE AGREEMENTS
The Agreements provide for up to four (4) settlement dates for
purchases of shares of the Company's common stock over a 13-trading day
period. The Agreements provide for the purchases of the shares to be at a
per share price equal to 87.00% of the average of the volume weighted
average price of the Company's common stock (as reported by Bloomberg
Financial L.P., using the VAP function) for the three trading days
immediately preceding each applicable settlement date. The Company is not
obligated to sell any shares under the Agreements at a price less than the
floor price of $0.35 per share. The terms of the Agreements contemplate that
the number of shares to be purchased will, in general, be apportioned evenly
over the four (4) settlement dates.
There are several exceptions to the per share purchase price, the
timing, the number of shares to be purchased, and the Purchasers'
obligations. First, the Purchasers each have the right, on the day preceding
any settlement date, to elect to acquire up to the maximum aggregate amount
of shares to be acquired under their respective agreement on the applicable
settlement date. Second, the Company is not required to sell, and the
Purchasers are not required to purchase, any of the Company's common stock
at a price that is less than the floor price. If the per share price with
respect to a particular settlement date is less than the floor price, the
Purchasers may but are not required to each purchase up to the maximum
aggregate amount of shares under their respective agreements at the
floor price. Third, if the volume weighted average trading price on two
consecutive settlement dates is less than $0.42, then, at any time
thereafter, the Purchasers are each entitled to terminate any and all of
their obligations under their respective agreements.
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The Securities Purchase Agreements with each of First Investors
Holding Co., Inc., Magellan International LTD, Elliott Associates, L.P.,
Islandia, L.P., Midsummer Investment, Ltd., Omicron Master Trust,
Portside Growth and Opportunity Fund and Elliott International, L.P.
are included herein as exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Securities Purchase Agreement between Applied Digital
Solutions, Inc. and First Investors Holding Co., Inc.,
dated December 2, 2003
10.2 Securities Purchase Agreement between Applied Digital
Solutions, Inc. and Magellan International LTD, dated
December 2, 2003
10.3 Securities Purchase Agreement between Applied Digital
Solutions, Inc. and Elliott Associates, L.P., dated
December 2, 2003
10.4 Securities Purchase Agreement between Applied Digital
Solutions, Inc. and Islandia, L.P., dated December 2, 2003
10.5 Securities Purchase Agreement between Applied Digital
Solutions, Inc. and Midsummer Investment, Ltd., dated
December 2, 2003
10.6 Securities Purchase Agreement between Applied Digital
Solutions, Inc. and Omicron Master Trust, dated December 2,
2003
10.7 Securities Purchase Agreement between Applied Digital
Solutions, Inc. and Portside Growth and Opportunity Fund,
dated December 2, 2003
10.8 Securities Purchase Agreement between Applied Digital
Solutions, Inc. and Elliott International, L.P., dated
December 2, 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: December 2, 2003 By: /s/ Evan C. McKeown
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Evan C. McKeown
Senior Vice President and Chief Financial Officer
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