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| DIGA > SEC Filings for DIGA > Form 8-K on 4-Oct-2007 | All Recent SEC Filings |
4-Oct-2007
Entry into a Material Definitive Agreement
was announced on August 9, 2007. The merger is subject to a vote of the
Company's and Digital Angel's stockholders, which will take place at a meeting
of each of the companies' stockholders to be held on November 27, 2007.
As a result of the board's decision to sell Computer Equity and Perimeter,
these businesses will be treated as discontinued operations in the Company's
financial statements filed in its Quarterly Report of Form 10-Q for the quarter
ended September 30, 2007. The carrying value of Computer Equity and Perimeter is
approximately $7.0 million and $0.2 million, respectively. As a result of the
planned sales and the current expectation of the market value of the businesses,
the Company expects to record an impairment charge associated with Computer
Equity's goodwill of approximately $3.5 million during the three months-ended
September 30, 2007. The Company anticipates selling these businesses within the
next twelve months. Other than the impairment charge relating to Computer
Equity's goodwill, the Company does not currently anticipate any additional
substantive charges as a result of its decision to sell these non-strategic
businesses.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
See the disclosure provided in Item 1.01 above.
The shares of common stock will be issued to Mr. Vasa without registration in
reliance upon the exemption provided, among others, by Section 4(2) of the
Securities Act of 1933, as amended, as a transaction not involving a public
offering.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial information
99.1 Pro forma financial information of the Company as of June 30, 2007 and for
the periods ended June 30, 2007 and December 31, 2006
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IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
On August 9, 2007, the Company and Digital Angel issued a joint press release
announcing the signing of an Agreement and Plan of Reorganization (the "Merger
Agreement") by and among the Company, Digital Angel and Digital Angel
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the
Company (the "Acquisition Subsidiary"), pursuant to which the Acquisition
Subsidiary will be merged with and into Digital Angel, with Digital Angel
surviving and becoming a wholly-owned subsidiary of the Company (the "Merger").
Upon the consummation of the Merger, each outstanding share of Digital Angel's
common stock not currently owned by the Company will be converted into 1.4
shares of the Company's common stock.
In connection with the merger, the Company filed with the SEC a Registration
Statement on Form S-4 containing a Joint Proxy Statement/Prospectus of the
Company and Digital Angel. Investors and security holders are urged to read the
Registration Statement and the Joint Proxy Statement/Prospectus carefully
because they will contain important information about the Company, Digital Angel
and the proposed transaction. The Joint Proxy Statement/Prospectus and other
relevant materials (when they become available), and any other documents filed
with the SEC, may be obtained free of charge at the SEC's web site
(www.sec.gov). In addition, investors and security holders may obtain a free
copy of other documents filed by the Company or Digital Angel by directing a
written request, as appropriate, to the Company at 1690 South Congress Avenue,
Suite 200 Delray Beach, Florida 33445, Attention: Investor Relations, or to
Digital Angel at 490 Villaume Avenue, South St. Paul, Minnesota 55075,
Attention: Investor Relations. Investors and security holders are urged to read
the Joint Proxy Statement/Prospectus and the other relevant materials before
making any voting or investment decision with respect to the proposed
transaction.
Participants in Solicitation
The Company, Digital Angel and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding the interests of
these directors and executive officers in the proposed transaction will be
included in the Joint Proxy Statement/Prospectus referred to above. Additional
information regarding the directors and executive officers of the Company is
also included in the Company's proxy statement (Form DEF 14A) for the 2007
annual meeting of the Company's stockholders, which was filed with the SEC on
May 4, 2007. Additional information regarding the directors and executive
officers of Digital Angel is also included in Digital Angel's Form 10-K/A which
was filed with the SEC on April 30, 2007. These documents are available free of
charge at the SEC's website (www.sec.gov) and by contacting Investor Relations
at the addresses above.
Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking" statements
(as such term is defined in the Private Securities Litigation Reform Act of
1995). Forward-looking statements included in this Current Report on Form 8-K
include, without limitation, those concerning management's ability to focus its
efforts on business opportunities and performance in anticipation of the
proposed merger with Digital Angel; management's ability to streamline its
operations to focus its efforts on the RFID and the global positioning systems,
and the radio communications markets; the expectation that the Company will
record an impairment charge associated with Computer Equity's goodwill and the
dollar value of such impairment change; the expectation that the Company will
sell Computer Equity and Perimeter within the next twelve months; the
expectation that the Company will incur no additional charges besides an
impairment charge as a result of the anticipated sale of Computer Equity and
Perimeter. These forward-looking statements are based on the Company's current
expectations and beliefs and are subject to a number of risks, uncertainties and
assumption. Among the important factors that could cause actual results to
differ materially from those expressed in, or implied by, the forward-looking
statements are the Company's ability to successfully implement its business
strategy; uncertainty as to the Company's working capital requirements over the
next 12 to 24 months; the Company's ability to successfully integrate the
businesses of acquired companies; the Company's ability to maintain compliance
with the covenants of its credit facilities; the Company's expectation regarding
future profitability and liquidity; competitive and economic
influences; market acceptance of the VeriMed system; the Company's ability to provide uninterrupted, secure access to the VeriMed database; the relative maturity in the U.S. and limited size of the markets for the Company's infant protection and wander prevention systems and vibration monitoring instruments; the degree of success the Company has in leveraging its brand reputation, reseller network and end-use customer base for its infant protection and wander prevention systems to gain inroads in the emerging market for asset/staff location and identification systems; the rate and extent of the U.S. healthcare industry's adoption of RFID asset/staff location and identification systems; the Company's ability to complete its efforts to integrate its infant protection, wander prevention and asset/staff location and identification systems on one technology platform; the Company's ability to become a major player in the food source traceability and safety arena; the Company's ability to successfully develop survival and emergency radios for the military and commercial uses; the Company's reliance on third-party dealers and distributors to successfully market and sell its products; the Company's ability to defend against costly product liability claims and claims that the Company's products infringe the intellectual property rights of others; the Company's ability to comply with current and future regulations relating to its businesses; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the Company's inability to complete the merger due to the failure to obtain the requisite stockholder approval or the failure to satisfy other conditions to the merger; and the Company's ability to maintain proper and effective internal accounting and financial controls. Additional information about these and other factors that could affect the Company's business is set forth in the Company's Form 10-K/A under the caption "Risk Factors" filed with the Securities and Exchange Commission on April 6, 2007, and subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law.
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