UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 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)
|
Registrant’s 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
EXPLANATORY NOTE
Applied Digital
Solutions, Inc. (the “Company”) is filing this Form 8-K/A to amend
its Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 4, 2007 solely to file certain agreements entered
into between (i) the Company and Kallina Corporation (ii) the Company
and the Company’s majority-owned subsidiary, Digital Angel Corporation
(“Digital Angel”), and (iii) Digital Angel and Kallina
Corporation. Such financing arrangements are more fully described in the
Current Report on Form 8-K.
Section 9 — Financial
Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
|
|
10.1
|
|
Securities Purchase Agreement between Applied
Digital Solutions, Inc. and Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.2
|
|
Secured Term Note between Applied Digital
Solutions, Inc. and Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.3
|
|
Master Security Agreement between Applied
Digital Solutions, Inc. and Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.4
|
|
Stock Pledge Agreement among Applied Digital Solutions, Inc., Kallina Corporation,
Computer Equity Corporation, Digital Angel Corporation and Digital Angel Technology Corporation, dated
August 31, 2007.
|
|
|
|
|
|
10.5
|
|
Intellectual Property Security Agreement
between Applied Digital Solutions, Inc. and Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.6
|
|
Intercreditor Agreement among Applied Digital Solutions, Inc., Kallina Corporation,
Laurus Master Fund, Ltd., Valens U.S. SPV I, LLC, and Valens Offshore SPV II, Corp., dated August 31, 2007.
|
|
|
|
|
|
10.7
|
|
Guaranty by Applied Digital
Solutions, Inc. in favor of Kallina Corporation, dated August 31,
2007.
|
|
|
|
|
|
10.8
|
|
Amendment and Partial Assignment of Loans, Liens and Documents among Kallina
Corporation, Valens U.S. SPV I, LLC, and certain other parties named therein, dated August 31, 2007.
|
|
|
|
|
|
10.9
|
|
Amendment and Partial Assignment of Loans, Liens and Documents among Kallina
Corporation, Valens Offshore SPV II, Corp., and certain other parties named therein, dated August 31, 2007.
|
|
|
|
|
|
10.10
|
|
Amendment to Warrant among Applied Digital Solutions, Inc., Laurus Master Fund, Ltd.,
Valens Offshore SPV I, Ltd., and Valens U.S. SPV I, LLC, dated August 31, 2007.
|
|
|
|
|
|
10.11
|
|
Intellectual Property Security Agreement between Applied Digital Solutions, Inc. and
Laurus Master Fund, Ltd., dated August 31, 2007.
|
|
|
|
|
|
10.12
|
|
Registration Rights Agreement between Kallina
Corporation and VeriChip Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.13
|
|
Secured Term Note among Applied Digital Solutions, Inc., Digital Angel Corporation,
Digital Angel Technology Corporation, Fearing Manufacturing Co., Inc. and Digital Angel International, dated
August 31, 2007.
|
|
|
|
|
|
10.14
|
|
Digital Angel Corporation Security Agreement
among Applied Digital Solutions, Inc., Digital Angel Corporation, Digital Angel
Technology Corporation, Fearing Manufacturing Co., Inc. and Digital Angel
International, dated August 31, 2007.
|
|
|
|
|
|
10.15
|
|
Subordination Agreement among Applied Digital Solutions, Inc., Kallina Corporation,
Valens Offshore SPV II, Corp. and Valens U.S. SPV I, LLC, dated August 31, 2007.
|
|
|
|
|
|
10.16
|
|
Secured Revolving Note among Digital Angel
Corporation, certain of Digital Angel Corporation’s subsidiaries and
Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.17
|
|
Security Agreement among Digital Angel
Corporation, certain of Digital Angel Corporation’s subsidiaries and
Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.18
|
|
Stock Pledge Agreement among Digital Angel
Corporation, Digital Angel Technology Corporation and Kallina Corporation,
dated August 31, 2007.
|
|
|
|
|
|
10.19
|
|
Intellectual Property Security Agreement
among Digital Angel Corporation, certain of Digital Angel Corporation’s
subsidiaries and Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.20
|
|
Registration Rights Agreement between Digital Angel Corporation and Kallina
Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.21
|
|
Common Stock Purchase Warrant issued to Kallina Corporation, dated
August 31, 2007.
|
|
|
|
|
|
10.22
|
|
Subsidiary Guaranty by Digital Angel Corporation and certain of Digital Angel
Corporation’s subsidiaries in favor of Kallina Corporation, dated August 31, 2007.
|
2
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.
|
|
|
|
|
|
Dated
November 7,
2007
|
|
By: /s/ Lorraine M.
Breece
|
|
|
|
|
|
|
|
Name: Lorraine M. Breece
|
|
|
|
Title: Senior Vice
President and Acting Chief Financial Officer
|
3
EXHIBIT INDEX
|
|
|
|
|
10.1
|
|
Securities Purchase Agreement between Applied
Digital Solutions, Inc. and Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.2
|
|
Secured Term Note between Applied Digital
Solutions, Inc. and Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.3
|
|
Master Security Agreement between Applied
Digital Solutions, Inc. and Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.4
|
|
Stock Pledge Agreement among Applied Digital Solutions, Inc., Kallina Corporation,
Computer Equity Corporation, Digital Angel Corporation and Digital Angel Technology Corporation, dated
August 31, 2007.
|
|
|
|
|
|
10.5
|
|
Intellectual Property Security Agreement
between Applied Digital Solutions, Inc. and Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.6
|
|
Intercreditor Agreement among Applied Digital Solutions, Inc., Kallina Corporation,
Laurus Master Fund, Ltd., Valens U.S. SPV I, LLC, and Valens Offshore SPV II, Corp., dated August 31, 2007.
|
|
|
|
|
|
10.7
|
|
Guaranty by Applied Digital
Solutions, Inc. in favor of Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.8
|
|
Amendment and Partial Assignment of Loans, Liens and Documents among Kallina
Corporation, Valens U.S. SPV I, LLC, and certain other parties named therein, dated August 31, 2007.
|
|
|
|
|
|
10.9
|
|
Amendment and Partial Assignment of Loans, Liens and Documents among Kallina
Corporation, Valens Offshore SPV II, Corp., and certain other parties named therein, dated August 31, 2007.
|
|
|
|
|
|
10.10
|
|
Amendment to Warrant among Applied Digital Solutions, Inc., Laurus Master Fund, Ltd.,
Valens Offshore SPV I, Ltd., and Valens U.S. SPV I, LLC, dated August 31, 2007.
|
|
|
|
|
|
10.11
|
|
Intellectual Property Security Agreement between Applied Digital Solutions, Inc. and
Laurus Master Fund, Ltd., dated August 31, 2007.
|
|
|
|
|
|
10.12
|
|
Registration Rights Agreement between Kallina
Corporation and VeriChip Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.13
|
|
Secured Term Note among Applied Digital Solutions, Inc., Digital Angel Corporation,
Digital Angel Technology Corporation, Fearing Manufacturing Co., Inc. and Digital Angel International, dated
August 31, 2007.
|
|
|
|
|
|
10.14
|
|
Digital Angel Corporation Security Agreement
among Applied Digital Solutions, Inc., Digital Angel Corporation, Digital Angel
Technology Corporation, Fearing Manufacturing Co., Inc. and Digital Angel
International, dated August 31, 2007.
|
|
|
|
|
|
10.15
|
|
Subordination Agreement among Applied Digital Solutions, Inc., Kallina Corporation,
Valens Offshore SPV II, Corp. and Valens U.S. SPV I, LLC, dated August 31, 2007.
|
|
|
|
|
|
10.16
|
|
Secured Revolving Note among Digital Angel
Corporation, certain of Digital Angel Corporation’s subsidiaries and
Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.17
|
|
Security Agreement among Digital Angel
Corporation, certain of Digital Angel Corporation’s subsidiaries and
Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.18
|
|
Stock Pledge Agreement among Digital Angel
Corporation, Digital Angel Technology Corporation and Kallina Corporation,
dated August 31, 2007.
|
|
|
|
|
|
10.19
|
|
Intellectual Property Security
Agreement among Digital Angel Corporation, certain of Digital Angel Corporation’s
subsidiaries and Kallina Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.20
|
|
Registration Rights Agreement between Digital Angel Corporation and Kallina
Corporation, dated August 31, 2007.
|
|
|
|
|
|
10.21
|
|
Common Stock Purchase Warrant issued to Kallina Corporation, dated
August 31, 2007.
|
|
|
|
|
|
10.22
|
|
Subsidiary Guaranty by Digital Angel Corporation and certain of Digital Angel
Corporation’s subsidiaries in favor of Kallina Corporation, dated August 31, 2007.
|
4
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
