Applied Digital Solutions' Shareholders Approve Each Matter before Shareholders at Special Meeting on September 10, 2003 9/11/2003 2:15:00 PM
PALM BEACH, Fla., Sep 11, 2003 (BUSINESS WIRE) -- Applied Digital Solutions, Inc. (ADSX) , an advanced technology development company, announced today that its shareholders voted to approve each of the items considered by shareholders at the special meeting that occurred on September 10, 2003.
Shareholders granted the Company's Board of Directors discretionary authority to effect a reverse stock split, at any time before September 10, 2004, in a ratio of up to 1-for-25 as determined by the Board to be in the best interests of the Company's shareholders at the time of implementation, or to decide not to take such action if the Board determines that a reverse stock split will not be beneficial for any reason.
One of the reasons that shareholders were asked to approve granting the Board this authority is to enable the Company to maintain its listing on the Nasdaq SmallCap Market. The traded price of the Company's common stock is currently below the minimum $1.00 per share continued listing requirement applicable to its Nasdaq listing. Under Nasdaq's existing rules, the Company has been afforded several "grace periods" to regain compliance with Nasdaq's minimum bid price requirement. The last of these grace periods is scheduled to expire on October 27, 2003. However, Nasdaq has proposed rules that, if adopted by the Securities and Exchange Commission (SEC), would provide Nasdaq-listed companies with additional time to come into compliance with the minimum bid price requirement. How the SEC will respond to the proposed rules is uncertain, as is the timing of the SEC's action.
In light of the uncertainty surrounding Nasdaq's proposed rules and the SEC's response, as well as other considerations directly bearing on the implementation of its business strategy, the Company has no current plans to effect a reverse stock split prior to October 27, 2003. If, at that time, the trading price of the Company's stock remains below $1.00 and the SEC has not taken action with respect to the proposed rules, the Company expects that it will receive notice from the Nasdaq staff as to the staff's intended delisting of the Company's stock. In accordance with Nasdaq rules, the Company will then have the opportunity to appeal the staff's delisting determination to a Nasdaq Listing Qualifications Panel, with the delisting being stayed pending the decision of the Panel.
With shareholder approval of the reverse stock split in hand, the Company is confident that, if business conditions, listing requirements or strategic considerations warrant, the Company can implement a reverse stock split and regain compliance with Nasdaq's minimum bid price requirement within a time period that will be acceptable to the Panel. The shareholder approval also allows the Company the discretion not to effect a reverse split if conditions do not warrant doing one.
Shareholders also approved the potential issuance of up to approximately 26,200,000 shares of the Company's common stock in connection with the Company's recent offering and sale of convertible exchangeable debentures, as well as the issuance of up to 30 million shares of the Company's common stock covered by the Company's registration statement on Form S-1 filed with the SEC on June 20, 2003.
About Applied Digital Solutions, Inc.
Applied Digital Solutions is an advanced technology development company that focuses on a range of life-enhancing, personal safeguard technologies, early warning alert systems, miniaturized power sources and security monitoring systems combined with the comprehensive data management services required to support them. Through its Advanced Technology Group, the company specializes in security-related data collection, value-added data intelligence and complex data delivery systems for a wide variety of end users including commercial operations, government agencies and consumers. Applied Digital Solutions is majority owner of Digital Angel Corporation (AMEX: DOC - News). For more information, visit the company's website at http://www.adsx.com.
Statements about the Company's future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and the Company's actual results could differ materially from expected results. The Company undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances.
SOURCE: Applied Digital Solutions, Inc.
Investor Contact: CEOcast, Inc. Ken Sgro, 212-732-4300 kensgro@ceocast.com or Media Contact: Ovations International, Inc. Matthew Cossolotto, 914-245-9721 matthew@ovations.com
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