Applied Digital Solutions Inc - Current report filing (8-K)
22 December 2007 - 8:55AM
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): December 19, 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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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On December 19, 2007, Applied Digital Solutions, Inc. (the Company), Government Telecommunications, Inc., a
Virginia corporation and subsidiary of the Company (GTI), and Verizon Federal Inc., a Delaware corporation
(Verizon), entered into a Settlement Agreement and Release (the Settlement Agreement) related to a lawsuit that GTI
filed against Verizon on August 14, 2006, in the Fairfax County Court of Virginia, alleging among other things, breach
of contract and tortious interference arising from Verizons alleged usurpation of GTIs business opportunity with the
District of Columbia Public Schools. On October 19, 2006, Verizon filed a counterclaim against GTI for failure to pay
invoices owed under a subcontract between GTI and Verizon. Pursuant to the Settlement Agreement, on December 19, 2007,
GTI entered into a promissory note in the amount of $4,000,000 in favor of Verizon, which provides that GTI must pay to
Verizon $1,000,000 on or before each of January 1, 2008, 2009, 2010 and 2011. The Company executed a Guaranty in favor
of Verizon, under which it guaranteed payment to Verizon of the amounts agreed to be paid under the Settlement
Agreement. In addition, Verizon entered into a Subordination Agreement with the Company and its lenders, Laurus Master
Fund, Ltd., Kallina Corporation, and certain of their subsidiaries (collectively, the Lenders), which provides that
the Company must meet certain requirements before the Company may make payments arising under the Guaranty to Verizon
as is more fully outlined in the Subordination Agreement.
The Settlement Agreement, Guaranty, and Subordination Agreement are filed with this Current Report on Form 8-K as
Exhibits 10.1, 10.2 and 10.3, respectively.
On December 20, 2007, the Company, entered into a letter agreement with VeriChip Corporation, a Delaware
corporation and majority-owned subsidiary of the Company (VeriChip). Pursuant to the letter agreement, VeriChip may
prepay all principal amounts outstanding (the Outstanding Principal Amount) under that certain (i) Commercial Loan
Agreement dated December 27, 2005, as amended, between VeriChip and the Company, (ii) Security Agreement dated December
27, 2005, as amended, between VeriChip and the Company, and (iii) Third Amended and Restated Revolving Line of Credit
Note dated as of February 8, 2007, from VeriChip in favor of the Company. As of December 20, 2007, the Outstanding
Principal Amount was $12,873,346.
Under the letter agreement, VeriChip must pay $500,000 to the Company by December 21, 2007. In addition, it may
prepay the Outstanding Principal Amount before March 31, 2008 by providing the Company with $10,000,000 plus (i) any
accrued and unpaid interest between October 1, 2007 and the date of such prepayment less (ii) the $500,000 payment and
any other principal payments made to reduce the Outstanding Principal Amount between the date of the letter agreement
and the date of such prepayment. After March 31, 2008, VeriChip will no longer have the ability to apply the $500,000
payment to principal.
VeriChip is also required to register for resale all shares of VeriChip common stock that the Company owns with
the Securities and Exchange Commission and all applicable states within 120 days following the prepayment of
Outstanding Principal Amount. If prepayment of the Outstanding Principal Amount is not made by October 30, 2008, the letter
agreement will expire.
The letter agreement is filed with this Current Report on Form 8-K as Exhibit 10.4.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
See disclosure provided in Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1
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Settlement Agreement and General Release, dated December 19, 2007, among Applied Digital Solutions, Inc.,
Government Telecommunications, Inc. and Verizon Federal Inc.
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10.2
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Guaranty, dated December 19, 2007, by Applied Digital Solutions, Inc. in favor of Verizon Federal Inc.
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10.3
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Subordination Agreement, dated December 19, 2007, among Applied Digital Solutions, Inc., Verizon Federal Inc.,
Laurus Master Fund, Ltd., Kallina Corporation, and other parties named therein
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10.4
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Letter Agreement, dated December 20, 2007, between Applied Digital Solutions, Inc. and VeriChip Corporation
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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.
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APPLIED DIGITAL SOLUTIONS, INC.
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Date: December 21, 2007
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By:
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/s/ Lorraine M. Breece
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Name: Lorraine M. Breece
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Title: Senior Vice President and
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Acting Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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10.1
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Settlement Agreement and General Release, dated December 19,
2007, among Applied Digital Solutions, Inc., Government
Telecommunications, Inc. and Verizon Federal Inc.
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10.2
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Guaranty, dated December 19, 2007, by Applied Digital Solutions,
Inc. in favor of Verizon Federal Inc.
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10.3
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Subordination Agreement, dated December 19, 2007, among Applied
Digital Solutions, Inc., Verizon Federal Inc., Laurus Master
Fund, Ltd., Kallina Corporation, and other parties named therein
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10.4
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Letter Agreement, dated December 20, 2007, between Applied
Digital Solutions, Inc. and VeriChip Corporation
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