Applied Digital Solutions Inc - Current report filing (8-K)
10 November 2007 - 8:28AM
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): November 7, 2007
APPLIED DIGITAL SOLUTIONS,
INC.
(Exact name of registrant as
specified in its charter)
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DELAWARE
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0-26020
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43-1641533
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1690 SOUTH CONGRESS AVENUE,
SUITE 200
DELRAY BEACH, FLORIDA
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33445
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
561-805-8000
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(Former name or former address if changed since last report.)
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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:
þ
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)
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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))
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Section 2 – Financial
Information
Item 2.02 Results of
Operations and Financial Condition.
On November 7,
2007, Applied Digital Solutions, Inc. (the “Company”) issued a
press release disclosing its financial results for the quarter ended
September 30, 2007, which is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information in
this Current Report, including Exhibit 99.1, 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 this Current Report 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.
Section 7 –
Regulation FD
Item 7.01 Regulation FD
Disclosure.
On November 8,
2007, the Company and Digital Angel Corporation, its majority-owned subsidiary
(“Digital Angel”), hosted a joint conference call to discuss their
third quarter results and the recently announced merger transaction among the
Company, Digital Angel, and Digital Angel Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of the Company. A copy of the
transcript of the joint conference call is hereby furnished as
Exhibit 99.2 to this report.
Section 9 – Financial
Statements and Exhibits
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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99.1
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Press Release issued by the Company dated
November 7, 2007.
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99.2
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Transcript of joint earnings conference call
hosted by the Company and Digital Angel on November 8, 2007.
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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 9, 2007
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INDEX TO EXHIBITS
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Exhibit
Number
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Description
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99.1
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Press Release issued by the Company dated
November 7, 2007.
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99.2
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Transcript of joint earnings conference call
hosted by the Company and Digital Angel on November 8, 2007.
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