UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
DIGITAL ANGEL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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DIGITAL ANGEL CORPORATION TO HOLD VIRTUAL INVESTOR ROAD SHOW FOR ALL INTERESTED INVESTORS
COMPANY TO DISCUSS GROWTH DRIVERS AND MERGER BENEFITS
SO. ST. PAUL, MN (November 14, 2007) Digital Angel Corporation (the Company) (AMEX: DOC), a
leading provider of radio frequency identification (RFID) and global positioning system (GPS)
technologies that enable the rapid and accurate identification, location tracking and condition
monitoring of people, animals and high-value assets, announced today that the Companys interim
Chief Executive Officer and President, Barry M. Edelstein, will hold a virtual investor road show
on Monday, November 19, 2007 at 8:30 am ET to discuss the growth drivers of the Companys business
and the immediate benefits of its merger with Applied Digital (NASDAQ: ADSX).
Mr. Edelstein said, We believe the merger with Applied Digital will open the door for increased
institutional investment in the combined company by removing the obstacles that have previously
dissuaded these investors from buying Digital Angel stock. By no longer having a majority owner of
Digital Angel, which caused an overhang on our stock, we believe investors will again focus on the
value and growth potential of our businesses. This online road show is accessible to all interested
investors.
Digital Angel will host its online road show on November 19, 2007, for investors, analysts,
business and trade media, and other interested parties at 8:30 a.m. EST. Interested participants
should call (866) 323-2725 within the United States or (706) 643-1836 internationally. Please use
passcode 24741013. Alternatively, a simultaneous webcast of the live conference call and
accompanying presentation slides can be accessed through Digital Angels website at
www.digitalangelcorp.com. For persons unable to participate in either the conference call or the
webcast, a digitized replay will be available from November 19 at approximately 11:00 a.m. EST to
November 26 at 11:59 p.m. EST. For the replay, dial (800) 642-1687 (USA) or (706) 645-9291
(international), using access code 24741013. Alternatively, a webcast replay can be accessed
through Digital Angels website at www.digitalangelcorp.com.
About Digital Angel Corporation
Digital Angel Corporation (AMEX:DOC) is a leading provider of radio frequency identification (RFID)
and global positioning system (GPS) technologies that enable the rapid and accurate identification,
location tracking and condition monitoring of people, animals and high-value assets. The companys
products are utilized around the world in such applications as pet identification using its
patented, FDA-approved implantable microchip; livestock identification and tracking using visual
and RFID ear tags; and GPS search and rescue beacons for use on aircraft, ships and boats, and by
adventure enthusiasts. Digital Angel Corporation has entered into an agreement to merge with its
parent company Applied Digital (NASDAQ:ADSX).
This press release contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements
concern expectations, beliefs, projections, future plans and strategies, anticipated events or
trends and similar expressions concerning matters that are not historical facts. Specifically, this
press release contains forward-looking statements including, but not limited to: our expectations
regarding increased institutional investment and investors focusing on the value and growth
potential of our businesses. These forward-looking statements reflect our current views
about future events and are subject to risks, uncertainties and assumptions. We wish to caution
readers that certain important factors may have affected and could in the future affect our actual
results and could cause actual results to differ significantly from those expressed in any
forward-looking statement.
The most important factors that could prevent us from achieving our goals, and cause the
assumptions underlying forward-looking statements and the actual results to differ materially from
those expressed in or implied by those forward-looking statements include, but are not limited to,
the risk factors set forth in our annual and quarterly reports and the following: our ability to
obtain the requisite stockholder approval and to satisfy other conditions to the merger; our
ability to implement our business plan and our ability to meet our cash obligations. The Company
undertakes no obligation to revise any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this press release.
In connection with the merger, Applied Digital has filed with the SEC a Registration Statement on
Form S-4, as amended, that contains a Joint Proxy Statement/Prospectus of Applied Digital and the
Company. The Registration Statement was declared effective on October 5, 2007. Investors and
security holders are urged to read the Registration Statement and the Joint Proxy
Statement/Prospectus carefully because they contain important information about the Company,
Applied Digital and the proposed transaction. The Joint Proxy Statement/Prospectus and other
relevant materials, and any other documents filed with the SEC, may be obtained free of charge at
the SECs website (www.sec.gov). In addition, investors and security holders may obtain a free copy
of other documents filed by Applied Digital or the Company by directing a written request, as
appropriate, to Applied Digital 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
Applied Digital, the Company and its 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 is included in the Joint Proxy Statement/Prospectus referred to above. Additional
information regarding Applied Digitals directors and executive officers is also included in
Applied Digitals proxy statement (Form DEF 14A) for the 2007 annual meeting of its stockholders,
which was filed with the SEC on May 4, 2007. These documents are available free of charge at the
SECs website (www.sec.gov) and by contacting Investor Relations at the addresses above.
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Contact:
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Digital Angel
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CEOcast |
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Allison Tomek
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Dan Schustack |
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(561) 805-8044
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(212) 732-4300 |
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atomek@adsx.com
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dschustack@ceocast.com |