-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q9y/raTgtxmkWO/icp9Oankhc2LxA5+LNknXeOB76KEpUuUFMyvYFeh02F35aZnm PSXXxMzZuNte+c4qlI2dnQ== 0001068800-07-001337.txt : 20070619 0001068800-07-001337.hdr.sgml : 20070619 20070619140352 ACCESSION NUMBER: 0001068800-07-001337 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070619 DATE AS OF CHANGE: 20070619 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFOTECH USA INC CENTRAL INDEX KEY: 0001037417 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112889809 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53179 FILM NUMBER: 07928314 BUSINESS ADDRESS: STREET 1: 7 KINGSBRIDGE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 9732278722 MAIL ADDRESS: STREET 1: 7 KINGSBRIDGE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 FORMER COMPANY: FORMER CONFORMED NAME: SYSCOMM INTERNATIONAL CORP DATE OF NAME CHANGE: 19970408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFOTECH USA INC CENTRAL INDEX KEY: 0001037417 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112889809 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7 KINGSBRIDGE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 9732278722 MAIL ADDRESS: STREET 1: 7 KINGSBRIDGE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 FORMER COMPANY: FORMER CONFORMED NAME: SYSCOMM INTERNATIONAL CORP DATE OF NAME CHANGE: 19970408 SC 13D/A 1 infotech_sc13da.htm APPLIED DIGITAL SOLUTIONS, INC. SCHEDULE 13D/A infotech_sc13da.htm
 



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)

InfoTech USA, Inc. 

(Name of Issuer)
 
Common Stock - $0.01 par value

(Title of Class of Securities)
 
871942 10 8

(CUSIP Number)
 
Michael Krawitz
Applied Digital Solutions, Inc.
1690 South Congress Avenue, Suite 200
Delray Beach, Florida 33445
Tel: (561) 805-8000
Fax: (561) 805-8001
 

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

June 18, 2007 

(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
 

 




 

 
 
 
 
1
Name of Reporting Persons:
Applied Digital Solutions, Inc. (“ADS”)
 
I.R.S. Identification No. of Above persons (entities only)
43-1641533
2
Check the Appropriate Box if a Member of a Group (See Instructions)                                                                                                        (a)  o
(b)  x
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
N/A
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
o
 
6
Citizenship or Place of Organization
 
Delaware
NUMBER
OF
SHARES
BENE-
FICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
7
Sole Voting Power
2,570,000 shares
 
8
Shared Voting Power
0
 
9
Sole Dispositive Power
2,570,000 shares
 
10
Shared Dispositive Power
0 shares
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
2,570,000 shares
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o          
 
13
Percent of Class Represented by Amount in Row (11)
50.9%
 
14
Type of Reporting Person (See Instructions)
 
CO
 




This Amendment No. 1 to Schedule 13D relates to shares of common stock, par value $0.01 per share, of InfoTech USA, Inc., a Delaware corporation (the “Issuer”) and is being filed on behalf of the undersigned to amend the Schedule 13D (the “Schedule 13D”), which was originally filed on December 26, 2000. The address of the principal executive office of the Issuer is 7 Kingsbridge Road, Fairfield, New Jersey 07004. Information reported in the original filing remains in effect except to the extent that it is amended, restated, supplemented or superseded by information contained in this Amendment No. 1.

Item 2. Identity and Background

The following information amends the information previously provided in Item 2 by including updated information.

(a-c) and (f). The person filing this statement is Applied Digital Solutions, Inc., a Delaware corporation (“ADS”). ADS develops innovative identification and security products for consumer, commercial, and government sectors worldwide. ADS has its principal place of business at 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445.

Information relating to the directors and executive officers of ADS is contained in Appendix A attached hereto and is incorporated herein by reference.

Item 4. Purpose of Transaction

The following information supplements the information previously provided in Item 4 in that it adds information regarding the purpose of the acquisition of securities of the Issuer.

ADS has been in contact with a third party regarding the potential private sale of all or substantially all of the shares of common stock of the Issuer beneficially owned by ADS. ADS plans to continue discussions and efforts toward evaluating and possibly effecting such a transaction.

Except as set forth in this Item 4, the Reporting Person has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

The following information amends the information previously provided in Item 5 by including updated beneficial ownership information.

(a) and (b). As of June 18, 2007, ADS is the beneficial owner of 2,570,000 shares of the Issuer’s common stock, or approximately 50.9% of the Issuer’s common stock outstanding. ADS has sole voting and dispositive power with respect to the 2,570,000 shares, or 50.9%, of the Issuer’s common stock.
 
(c). ADS has not engaged in any transactions in the Issuer’s common stock during the past 60 days.
 


 



SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 19, 2007

APPLIED DIGITAL SOLUTIONS, INC.

By: /s/ Michael E. Krawitz                                                                                                 
Name: Michael E. Krawitz
Title: Chief Executive Officer and President


 





 
Appendix A
 
     
     
Name and Current
Business Address
 
Present Principal Occupation or Employment:
 
 
 
Scott R. Silverman
1690 South Congress Avenue
Suite 200
Delray Beach, Florida 33445
 
Mr. Silverman, age 43, currently serves as chairman of the board and chief executive officer of VeriChip Corporation, or VeriChip, chairman of the board of ADSX and chairman of the board of ADS’ majority-owned subsidiaries, Digital Angel and InfoTech USA, Inc.
 
 
 
J. Michael Norris
1690 South Congress Avenue
Suite 200
Delray Beach, Florida 33445
 
Mr. Norris, age 60, is a director of ADS and serves as a member of the audit and nominating committees of ADS’ board of directors. Mr. Norris currently operates his own consulting firm.
 
 
 
Daniel E. Penni
1690 South Congress Avenue
Suite 200
Delray Beach, Florida 33445
 
Mr. Penni, age 59, serves as a director of ADS, and is chairman of the compensation committee and serves as a member of the audit, nominating and compliance and governance committees of ADS’ board of directors. Presently, he is a principal with the Endowment for the 21st Century. Mr. Penni is also a member of the board of directors of ADS’s majority-owned subsidiary, VeriChip, and serves as chairman of VeriChip’s compensation committee and as a member of VeriChip’s audit committee.
 
 
 
Dennis G. Rawan
1690 South Congress Avenue
Suite 200
Delray Beach, Florida 33445
 
Mr. Rawan, age 63, is a director of ADS, and serves as chairman of the nominating committee and as chairman of the audit committee of ADS’ board of directors.
 
 
 
Constance K. Weaver
1690 South Congress Avenue
Suite 200
Delray Beach, Florida 33445
 
Ms. Weaver, age 54,   Ms. Weaver is a director of ADS, serves as a member of the compensation and nominating committees and as chairman of the compliance and governance committee of ADS’ board of directors. Since July 2005, Ms. Weaver has served as the executive vice president and chief marketing officer for BearingPoint, Inc.
 
 
 
Michael E. Krawitz
1690 South Congress Avenue
Suite 200
Delray Beach, Florida 33445
 
Mr. Krawitz, age 37, is ADS chief executive officer and president.
 
 
 
Lorraine M. Breece
1690 South Congress Avenue
Suite 200
Delray Beach, Florida 33445
 
Ms. Breece, age 54, is ADS’ acting chief financial officer, senior vice president, chief accounting officer, assistant secretary and treasurer.



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