Applied Digital Solutions Postpones Its Special Meeting of Shareholders.Business Editors, High Tech Writers PALM BEACH, Fla.--(BUSINESS WIRE)--August 7, 2000 Special Meeting of Shareholders for Applied Digital is Rescheduled for August 25, 2000 Applied Digital Solutions, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : ADSX ADSX Applied Digital Solutions, Inc. (stock symbol) ) announced today it has postponed its scheduled special meeting of shareholders until August 25, 2000, at 2:00 p.m. local time. The Applied Digital meeting location will be at the Brazilian Court Hotel, 301 Australian Avenue, Palm Beach, Florida Palm Beach is an incorporated town in Palm Beach County, Florida. The Intracoastal Waterway separates it from the neighboring cities of West Palm Beach and Lake Worth. As of 2000, Palm Beach had a year-round population of 10,468, with an estimated seasonal population of 30,000. . At such meeting, shareholders of Applied Digital will vote on the proposed acquisition of Destron Fearing Corporation (Nasdaq SmallCap: DFCO DFCO Deputy Federal Coordinating Officer (FEMA) DFCO Deceleration Fuel Cutoff ) in a tax-free exchange tax-free exchange An exchange of assets between taxpayers in which any gain or loss is not recognized in the period during which the exchange takes place. Rather, taxpayers are required to adjust the basis of assets exchanged. of common stock. Applied Digital is seeking an additional period of time to solicit proxies to ensure the company meets the quorum A majority of an entire body; e.g., a quorum of a legislative assembly. A quorum is the minimum number of people who must be present to pass a law, make a judgment, or conduct business. requirements for its special meeting of shareholders. Shareholders of Applied Digital are voting on three proposals, two of which involve the merger of its Digital Angel.net subsidiary with Destron Fearing. Specifically, Applied Digital's shareholders are being asked to approve (i) the issuance of up to 23,264,916 shares of Applied Digital Common Stock in exchange for all of the issued and outstanding shares, warrants and options of Destron Fearing, and (ii) a proposal to amend the second restated articles of incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation. of Applied Digital Solutions to increase its authorized shares Authorized shares Number of shares authorized for issuance by a firm's corporate charter. of capital stock from 85,000,000 to 250,000,000. In order for the merger to be consummated, both Proposal 1 and Proposal 2 must be approved, requiring a vote in favor by a majority of outstanding shares, not a mere majority of the shares voting. Holders of a majority of the outstanding shares of Applied Digital must be present in person or by proxy in order for a special meeting of Applied Digital shareholders to meet the quorum requirements. As of August 7, 2000, Applied Digital did not have a sufficient number of proxy votes Proxy vote Vote cast by one person or entity on behalf of another. to ensure a quorum. Results of voting as of August 7, 2000 stood as follows:
Official Voting through Tabulation Agent
Proposal 1 For Against Abstain Total
Voted
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Votes 21,329,556 2,415,061 224,874 23,969,491
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% of Total
Outstanding Shares 40.3% 4.6% 0.4% 45.2%
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Proposal 2 For Against Abstain Total
Voted
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Votes 19,515,518 4,118,429 334,584 23,968,531
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% of Total
Outstanding Shares 36.8% 7.8% 0.6% 45.2%
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In a statement, Richard J. Sullivan, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Applied Digital Solutions stated, "We are very pleased that the majority of voters have followed the Board of Directors' recommendations on this merger by voting in favor of Proposals 1 and 2. While the majority of voting shareholders, in excess of 80% on both items, have voiced their support of this proposed merger, these proposals require approval by the majority of issued and outstanding shares. To date, just over 45% have responded. Applied Digital shareholders need to remember that because these two proposal are non-routine matters, your broker will not vote your shares unless you specifically instruct in·struct v. in·struct·ed, in·struct·ing, in·structs v.tr. 1. To provide with knowledge, especially in a methodical way. See Synonyms at teach. 2. To give orders to; direct. v. him or her how you wish to vote on such proposals." ABOUT APPLIED DIGITAL SOLUTIONS Applied Digital Solutions is a leading-edge, single-source provider of e-business solutions. The company differentiates itself in the marketplace by enabling e-business through Computer Telephony See CTI, VoIP and IP telephony. Computer Telephony - Computer Telephone Integration Internet Integration (CTII CTII Comprehensive Technologies International, Inc. (TM)). With five-year revenue growth (from 1994 to 1998) of 64,012%, Applied Digital Solutions was ranked as the fifth fastest-growing technology company by Deloitte & Touche in its 1999 Technology Fast 500 listing. For more information, visit the company's web site at http://www.adsx.com . ABOUT DIGITAL ANGEL In December of 1999, Applied Digital Solutions announced that it had acquired the patent rights to a miniature digital transceiver (TRANSmitter reCEIVER) An electronic device or circuit that transmits and receives analog or digital signals. It comes in many forms; for example, a transponder on a satellite, a network adapter in the computer or the circuits in a cellphone. - which it has named Digital Angel - implantable within the human body that could be used for a variety of purposes, such as providing a tamper-proof means of identification for enhanced e-commerce security, locating lost or missing individuals, tracking the location of valuable property and pets, and monitoring the medical conditions See carpal tunnel syndrome, computer vision syndrome, dry eyes and deep vein thrombosis. of at-risk patients. The implantable device sends and receives data and can be continuously tracked by GPS (Global Positioning Satellite) technology. For more information about Digital Angel, visit http://www.digitalangel.net . ABOUT DESTRON FEARING CORPORATION Destron Fearing Corporation has been in the animal identification business since 1945. For over 50 years, Destron Fearing has developed, manufactured and marketed a broad range of individual animal identification products. The company owns patents worldwide in microchip technology  Microchip Technology (NASDAQ: MCHP) is a manufacturer of microcontroller, memory and analog semiconductors, founded in 1989 when and is a leader in the world evolution of radio frequency
animal identification. For more information about Destron Fearing
Corporation, visit the company's web site at:
http://www.destronfearing.com .Statements about Applied Digital Solutions' and Destron Fearing's future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts are "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " 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 An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. Reform Act of 1995. Applied Digital Solutions and Destron Fearing intend that such forward-looking statements involve risks and uncertainties and are subject to change at any time, and Applied Digital Solutions' and Destron Fearing's actual results could differ materially from expected results. Applied Digital Solutions and Destron Fearing undertake no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances. Applied Digital Solutions, its directors, executive officers and employees may be soliciting proxies from Applied Digital Solutions shareholders in favor of the merger. Information concerning Applied Digital Solutions's participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual was filed on June 27, 2000 with the SEC in the joint proxy statement/ prospectus. In addition, Destron Fearing, its directors and employees may be soliciting proxies from Destron Fearing stockholders in favor of the merger. Information concerning Destron Fearing's stockholders participants in the solicitation was filed with the SEC on June 27, 200 in the joint proxy statement/ prospectus. Applied Digital Solutions and Destron Fearing have filed a joint proxy statement/prospectus and other relevant documents concerning the merger with the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities and Exchange Commission (the "SEC"). APPLIED DIGITAL URGES INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents free of charge at the SEC's website, http://www.sec.gov . In addition, documents filed with the SEC by Applied Digital Solutions will be available free of charge from Applied Digital Solutions at 400 Royal Palm Way, Suite 410, Palm Beach, Florida 33480; Attention: Kay Langsford, Vice President of Administration, Telephone (561) 366-4800. READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. 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. The Company intends that 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. |
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