Applied Digital Solutions Inc - Current report filing (8-K)
07 November 2007 - 7:52AM
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): October 31, 2007
APPLIED DIGITAL SOLUTIONS, INC.
(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.)
|
|
|
|
1690 SOUTH CONGRESS AVENUE, SUITE 200
DELRAY BEACH, FLORIDA
|
|
33445
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
561-805-8000
|
|
(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))
1
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On October 31, 2007, Applied Digital Solutions, Inc., a Delaware corporation (the Company) entered into an
Omnibus Amendment and Waiver (the Amendment Agreement) among the Company, the Companys lenders, Laurus Master Fund,
Ltd. (Laurus) and Kallina Corporation (Kallina), certain affiliates of Laurus and Kallina (collectively, the
Lenders) and VeriChip Corporation, the Companys majority-owned subsidiary (VeriChip). The Amendment Agreement
amends outstanding financing arrangements, specifically (a) a secured term note, dated as of August 31, 2006, in favor
of Laurus (the 2006 Note), and the related agreements entered into in connection therewith, and (b) a secured term
note, dated as of August 31, 2007, in favor of Kallina (the
2007 Note and, together with the 2006 Note, the Notes), and
the related agreements entered into in connection therewith.
The Amendment Agreement provides, among other things, that (i) the aggregate of the monthly amount due on each of
the Notes will be reduced by a total of $50,000 effective November 1, 2007, (ii) the maturity date on each of the
Notes is extended until February 1, 2010, and (iii) the prepayment penalty provision in each of the Notes is no longer
applicable. In addition, in connection with an inter-company loan between the Company and VeriChip under which
approximately $12.7 million was outstanding on October 31, 2007 (the VeriChip Loan), the Lenders agreed that such
loan may be satisfied in full by VeriChip for no less than $10 million plus accrued interest if the satisfaction of the
VeriChip Loan is made on or prior to November 1, 2008 and $6 million of such payment amount is paid by the Company to
the Lenders in satisfaction of the Notes. After the satisfaction of the VeriChip Loan, if any, the aggregate of the
monthly amount due on the Notes will be reduced by an additional $50,000 per month.
In connection with the Amendment Agreement, the Company issued warrants to the Lenders to purchase a total of
2,976,198 shares of the Companys common stock, at a price of $1.00 per share, which warrants are immediately
exercisable and expire on October 31, 2014. The Company will register the shares underlying the warrants on the
Companys next registration statement filed after December 31, 2007.
Under the Amendment Agreement, the Lenders also agreed to amend a Registration Rights Agreement, dated August 31,
2007, between VeriChip and Kallina to extend the filing deadline to April 30, 2008, for a registration statement that
VeriChip must file for the resale of 200,000 shares of VeriChip common stock, which shares were transferred by the
Company to Kallina in connection with the 2007 Note.
Section 3 Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
In connection with the Amendment Agreement, on October 31, 2007, the Company issued warrants to the Lenders to
purchase a total of 2,976,198 shares of its common stock at a price of $1.00 per share, which warrants are immediately
exercisable and expire on October 31, 2014. These securities were issued without registration in reliance upon the
exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder.
2
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
|
|
10.1
|
|
Omnibus Amendment and Waiver among Applied Digital Solutions, Inc.,
VeriChip Corporation, Laurus Master Fund, Ltd., Kallina Corporation,
PSource Structured Debt Limited, Valens Offshore SPV II, Corp. and
Valens U.S. SPV I, LLC, dated October 31, 2007
|
10.2
|
|
Warrant Issued to PSource Structured Debt Limited to Purchase Common
Stock of Applied Digital Solutions, Inc., dated October 31, 2007
|
10.3
|
|
Warrant Issued to Valens Offshore SPV II, Corp. to Purchase Common Stock
of Applied Digital Solutions, Inc., dated October 31, 2007
|
10.4
|
|
Warrant Issued to Valens U.S. SPV I, LLC to Purchase Common Stock of
Applied Digital Solutions, Inc., dated October 31, 2007
|
3
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.
By:
/s/ Lorraine M. Breece
Name: Lorraine M. Breece
Title: Senior Vice President and Acting Chief Financial Officer
Dated: November 6, 2007
4
INDEX TO EXHIBITS
|
|
|
Exhibit Number
|
|
Description
|
10.1
|
|
Omnibus Amendment and Waiver among Applied Digital Solutions, Inc.,
VeriChip Corporation, Laurus Master Fund, Ltd., Kallina Corporation,
PSource Structured Debt Limited, Valens Offshore SPV II, Corp. and
Valens U.S. SPV I, LLC, dated October 31, 2007
|
10.2
|
|
Warrant Issued to PSource Structured Debt Limited to Purchase Common
Stock of Applied Digital Solutions, Inc., dated October 31, 2007
|
10.3
|
|
Warrant Issued to Valens Offshore SPV II, Corp. to Purchase Common Stock
of Applied Digital Solutions, Inc., dated October 31, 2007
|
10.4
|
|
Warrant Issued to Valens U.S. SPV I, LLC to Purchase Common Stock of
Applied Digital Solutions, Inc., dated October 31, 2007
|
5
Applied Digital Solutions (NASDAQ:ADSX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Applied Digital Solutions (NASDAQ:ADSX)
Historical Stock Chart
From Jul 2023 to Jul 2024