Applied Digital Solutions Urges Shareholders to Vote At the Special Meeting of Shareholders Scheduled for August 8, 2000.Business Editors/High Tech Writers PALM BEACH, Fla.--(BUSINESS WIRE)--Aug. 3, 2000 Applied Digital Solutions, Inc. (Nasdaq: ADSX ADSX Applied Digital Solutions, Inc. (stock symbol) ) today urged its shareholders to vote at the Special Meeting of Shareholders scheduled for August 8, 2000. Shareholders are voting on three proposals, two of which involve the merger of its Digital Angel.net subsidiary with Destron Fearing Corporation (Nasdaq SmallCap: DFCO DFCO Deputy Federal Coordinating Officer (FEMA) DFCO Deceleration Fuel Cutoff ). Specifically, 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 the authorized shares Authorized shares Number of shares authorized for issuance by a firm's corporate charter. from 85,000,000 to 250,000,000. In order for the merger to be consummated con·sum·mate tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates 1. a. To bring to completion or fruition; conclude: consummate a business transaction. b. , 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. Results of voting as of August 1, 2000 stood as follows:
Official Voting through Tabulation Agent
Proposal 1 For Against Abstain Total Voted
Votes 19,124,210 2,192,645 213,830 21,530,685
% of Total
Outstanding Shares 36.10% 4.14% 0.40% 40.64%
Proposal 2 For Against Abstain Total Voted
Votes 18,104,357 3,106,547 318,821 21,529,725
% of Total
Outstanding Shares 34.17% 5.86% 0.60% 40.63%
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 votes in favor by the majority of issued and outstanding shares. To date, just over 40% have responded." Sullivan continued, "Voting is very easy using either a touchtone phone or the Internet. Shareholders will need only their control number and appropriate phone number or web address found on the proxy material to vote their shares. 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 each proposal. It is also very important to note that even if a shareholder had sold his or her position after the June 26 record date, they are still eligible to vote." 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 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. The Company intends that such 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. 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. 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 OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors can obtain the documents free of charge at the SEC's website, www.sec.gov . In addition, documents filed with the SEC by Applied Digital Solutions will be available free of charge at 400 Royal Palm Way, Suite 410, 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. 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. |
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