Yahoo! Finance Search - Finance Home - Yahoo! - Help
EDGAR
Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
DIGAD > SEC Filings for DIGAD > Form 8-K on 6-Jun-2008All Recent SEC Filings

Show all filings for APPLIED DIGITAL SOLUTIONS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for APPLIED DIGITAL SOLUTIONS INC


6-Jun-2008

Completion of Acquisition or Disposition of Assets, Financial State


Item 2.01 Completion of Acquisition or Disposition of Assets

Effective June 2, 2008, Applied Digital Solutions, Inc., doing business as Digital Angel, ("the Company") sold all of the assets of its wholly-owned subsidiary Pacific Decision Sciences Corporation ("PDSC") pursuant to an Asset Purchase Agreement (the "Agreement") among the Company, PDSC and Customer Service Delivery Platform Corporation (the "Buyer"). The purchase price for the assets was $2.0 million, of which $1.8 million is payable in 48 equal installments pursuant to the terms of a non-interest bearing promissory note, and $0.2 million was related to amounts owed to the buyer and, therefore, credited against the purchase price. The promissory note is secured by all of the assets of the Buyer, including the PDSC assets it acquired in the transaction. In connection with the transaction, the Company agreed to change the name of PDSC no later than July 15, 2008. The Company expects to record a deferred gain of approximately $0.2 million in connection with this transaction, which will be recognized upon collection.

The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such Purchase Agreement. The Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K dated June 6, 2008

Unaudited pro forma financial statements showing how the sale of PDSC's assets might have affected the historical financial statements of the Company if the sale had been consummated on March 31, 2008 and on January 1, 2007 are filed herewith as Exhibit 99.1.

The Company has not included pro forma results of operations for the three-months ended March 31, 2008. The Company's historical financial statements for that period presented the results of PDSC as discontinued operations. Had the sale occurred on January 1, 2008, the only effect on the historical statement of operations for this interim period would have been to record approximately $8 thousand of interest income associated with the $1.8 million promissory note.



Item 9.01 Financial Statements and Exhibits

(b)     Pro forma financial information

2.1     Asset Purchase Agreement among Company, Pacific Decision Sciences
        Corporation and Customer Service Delivery Platform Corporation dated
        June 2, 2008

2.2     Secured Promissory Note from Customer Service Delivery Platform Corporation
        dated June 2, 2008

2.3     Security Agreement between Customer Service Delivery Platform Corporation
        and the Company dated June 2, 2008

99.1    Pro forma financial information of the Company as of March 31, 2008 and for
        the year ended December 31, 2007


  Add DIGAD to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for DIGAD - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2010 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.