Filed by Bowne Pure Compliance

0001362310-08-000239.txt : 20080123 0001362310-08-000239.hdr.sgml : 20080123 20080122181656 ACCESSION NUMBER: 0001362310-08-000239 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080123 DATE AS OF CHANGE: 20080122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IFTH ACQUISITION CORP 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: 08542972 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: INFOTECH USA INC DATE OF NAME CHANGE: 20030410 FORMER COMPANY: FORMER CONFORMED NAME: SYSCOMM INTERNATIONAL CORP DATE OF NAME CHANGE: 19970408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED DIGITAL SOLUTIONS INC CENTRAL INDEX KEY: 0000924642 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 431641533 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1690 SOUTH CONGRESS AVENUE STREET 2: SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 BUSINESS PHONE: 561-805-8000 MAIL ADDRESS: STREET 1: 1690 SOUTH CONGRESS AVENUE STREET 2: SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33445 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED CELLULAR TECHNOLOGY INC DATE OF NAME CHANGE: 19940606 SC 13D/A 1 c72091sc13dza.htm SC 13D/A Filed by Bowne Pure Compliance


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

IFTH ACQUISITION CORP.

(Name of Issuer)

Common Stock - $0.01 par value

(Title of Class of Securities)

871942 10 8

(CUSIP Number)

Joseph J. Grillo
Applied Digital Solutions, Inc.
1690 South Congress Avenue, Suite 201
Delray Beach, Florida 33445
Tel: (561) 276-0477
Fax: (561) 276-0977

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

December 31, 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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.

NAMES OF REPORTING PERSONS

Applied Digital Solutions, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

N/A

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

2,570,000 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,570,000 shares

WITH

SHARED DISPOSITIVE POWER

0 shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,570,000 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

49.94%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Item 1. Security and Issuer

This Amendment No. 2 to Schedule 13D relates to shares of common stock, par value $0.01 per share, of IFTH Acquisition Corp. f/k/a InfoTech USA, Inc., a Delaware corporation (the “Issuer”), and is being filed on behalf of Applied Digital Solutions, Inc. (“ADS”) to amend the Schedule 13D (the “Schedule 13D”), which was originally filed on December 26, 2000 and amended on June 19, 2007. 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. 2.

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.

Effective December 31, 2007, the Issuer sold all of its assets to Corporate Technologies, LLC, a Minnesota limited liability company (“Corporate Technologies”), under the terms and subject to the conditions of an asset purchase agreement, dated November 13, 2007, among the Issuer, Corporate Technologies, and the Issuer’s wholly-owned subsidiaries, InfoTech USA, Inc., a New Jersey corporation, and Information Technology Services, Inc., a New York corporation. Pursuant to the purchase agreement, Corporate Technologies delivered $800,000 to the Issuer in cash, less a $25,000 holdback that will be paid upon receipt of certain tax clearance letters. Corporate Technologies also delivered $200,000 to Wells Fargo Bank, National Association, as escrow agent, to be held in escrow. The purchase agreement provides that this escrow amount shall be held in escrow for a period of three months following the closing, during which time incremental amounts shall be paid to the Issuer as certain reduction in real property rental expenses are achieved by the Issuer. At the end of the three-month escrow period, any amount of the $200,000 escrow amount not due to the Issuer for obtaining certain reduction in real property rental expenses shall be released to Corporate Technologies with interest thereon. Pursuant to the terms of the purchase agreement, certain assets of the Issuer, including its cash, accounts receivable and inventory and shares that it holds of ADS common stock, will be retained by the Issuer. The Issuer retained its cash at the time of the closing of the purchase agreement, the cash received from the collection of accounts receivable and the sale of inventory, and the net proceeds from the sale, and will utilize these funds to seek to acquire an operating business unrelated to its current business.

Per the terms of a Consent and Waiver to Asset Sale, dated December 17, 2007, obtained from Laurus Master Fund, Ltd., Kallina Corporation and certain of their affiliates (the “Lenders”), ADS’ lenders, the Lenders consented to the transactions contemplated by the purchase agreement. However, the Consent and Waiver to Asset Sale will cease to be effective if:

	•		the Issuer does not acquire an operating business unrelated to its current business within 180 days after December 31, 2007 (the “Transaction Date”) and the Issuer is not liquidated and its assets are not distributed to its stockholders within thirty days after the Transaction Date;

	•		immediately following December 31, 2007 the financial statement of the Issuer are not substantially similar to the pro forma information disclosed to the Lenders; and

	•		between December 31, 2007 and the Transaction Date, more than $200,000 is spent by the Issuer.

Except as set forth in this Item 4, ADS 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 January 17, 2008, ADS is the beneficial owner of 2,570,000 shares of the Issuer’s common stock, or approximately 49.94% of the Issuer’s common stock outstanding. ADS has sole voting and dispositive power with respect to the 2,570,000 shares, or 49.94%, 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.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Per the terms of a Consent and Waiver to Asset Sale, dated December 17, 2007, obtained from the Lenders, the Lenders consented to the transactions contemplated by the purchase agreement. However, the Consent and Waiver to Asset Sale will cease to be effective if:

	•		the Issuer does not acquire an operating business unrelated to its current business by the Transaction Date and the Issuer is not liquidated and its assets are not distributed to its stockholders within thirty days after the Transaction Date;

	•		immediately following December 31, 2007 the financial statement of the Issuer are not substantially similar to the pro forma information disclosed to the Lenders; and

	•		between December 31, 2007 and the Transaction Date, more than $200,000 is spent by the Issuer.

Item 7. Material to be Filed as Exhibits.

All exhibits to the original Schedule 13D, as amended, are incorporated herein by reference. Attached hereto as exhibits are the following documents:


Exhibit 1		Consent and Waiver to Asset Sale among Applied Digital Solutions, Inc., Laurus Master Funds, Ltd., Kallina Corporation and certain of their affiliates.

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: January 22, 2008

APPLIED DIGITAL SOLUTIONS, INC.

By: /s/ Lorraine M. Breece
Name: Lorraine M. Breece
Title: Senior Vice President and Acting Chief Financial Officer

EXHIBIT INDEX


Exhibit 1		Consent and Waiver to Asset Sale among Applied Digital Solutions, Inc., Laurus Master Funds, Ltd., Kallina Corporation and certain of their affiliates.

EX-1 2 c72091exv1.htm EXHIBIT 1 Filed by Bowne Pure Compliance

Exhibit 1

CONSENT AND WAIVER TO ASSET SALE

THIS CONSENT AND WAIVER TO ASSET SALE (the “Consent and Waiver”) is made and entered into effective as of December 13, 2007, by and among LAURUS MASTER FUND, LTD. (“Laurus”), KALLINA CORPORATION, a Delaware corporation (“Kallina”), VALENS U.S. SPV I, LLC, a Delaware corporation (“Valens U.S.”), VALENS OFFSHORE SPV I, LLC, a Cayman Islands company (“Valens Offshore I”), VALENS OFFSHORE SPV II, CORP., a Delaware corporation (“Valens Offshore II”) and PSOURCE STRUCTURED DEBT LIMITED, a Guernsey limited liability closed-ended company (“PSource”, and, together with Kallina, Valens U.S., Valens Offshore I and Valens Offshore II, the “Lenders") in favor of APPLIED DIGITAL SOLUTIONS, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings given them in the Omnibus Amendment (as defined below).

WHEREAS, Laurus and the Company are parties to that certain Securities Purchase Agreement, Secured Term Note, Master Security Agreement, Stock Pledge Agreement, and other Related Agreements (as such term is defined in the Securities Purchase Agreement) all of which are dated as of August 24, 2006 (collectively, as amended, modified or supplemented to date, the “2006 Agreements”); and

WHEREAS, the Lenders and the Company are parties to that certain Securities Purchase Agreement, Secured Term Note, Master Security Agreement, Stock Pledge Agreement, Intellectual Property Security Agreement and the other Related Agreements (as such term is defined in the Securities Purchase Agreement), all of which are dated as of August 31, 2007 (collectively, as amended, modified or supplemented to date, the “2007 Agreements”); and

WHEREAS, Laurus, the Lenders and the Company are parties to that certain Omnibus Amendment and Waiver dated as of October 31, 2007 (“Omnibus Amendment”, and together with the 2006 Agreements and the 2007 Agreements, the “Transaction Documents”), which amends the 2006 Agreements and 2007 Agreements; and

WHEREAS, subject to the approval of the board of directors of InfoTech USA, Inc., a Delaware corporation (“InfoTech Delaware”), as well as InfoTech Delaware’s stockholders, InfoTech Delaware will sell all of its fixed assets and related purchased assets pursuant to that certain Asset Purchase and Sale Agreement among InfoTech Delaware, InfoTech USA, Inc., a New Jersey corporation, and Information Technology Services, Inc., a New York corporation, and Corporate Technologies LLC, a Minnesota limited liability company, dated November 13, 2007, and attached hereto as Exhibit A (the “Purchase Agreement”) (the consummation of such transaction, the “Purchase Closing Date”); and

WHEREAS, pursuant to Section 6.12(d) of the Securities Purchase Agreement dated as of August 24, 2006 and the Securities Purchase Agreement dated August 31, 2007, since InfoTech Delaware constitutes a Pledged Subsidiary (as defined within such Securities Purchase Agreement), the consummation of the transactions contemplated by the Purchase Agreement requires the prior written consent of Laurus and the Lenders.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto do hereby agree as follows:

1. Subject to Section 2 hereof, Laurus and the Lenders hereby waive violations of any and all restrictions, notification requirements or affirmative or negative covenants as well as any events of default set forth in the Transaction Documents, as well as any other agreements entered into between the Company, Laurus and the Lenders, solely to the extent such violations or events of default arise as a result of the consummation of the transactions contemplated by the Purchase Agreement.

2. The consents and waivers set forth in this Consent shall cease to be effective if:

(a) (i) the transaction whereby InfoTech Delaware is to seek to acquire an operating business unrelated to its current business (the “Transaction”) as described in InfoTech Delaware’s Preliminary Proxy Statement on Form 14A dated as of November 21, 2007 (the “Proxy Statement”) have not been consummated within ninety (180) days (six months) after the Purchase Closing Date (such date, the “Transaction Date”), and (ii) InfoTech Delaware is not liquidated, and its assets are not distributed to its shareholders, within thirty (30) days after the Transaction Date;

(b) immediately following the Purchase Closing Date, the financial statements of InfoTech are not substantially similar to the pro forma information set forth in Exhibit A hereto,

(c) between (i) the Purchase Closing Date and (ii) the Transaction Date, more than $200,000 is spent by InfoTech Delaware. .

3. Each consent and waiver set forth herein shall be effective as of the date first above written (the “Effective Date”) on the date when each of the Company, Laurus and each Lender shall have executed and the Company shall have delivered to Laurus its respective counterpart to this Consent and Waiver.

4. Except as specifically set forth in this Consent and Waiver, there are no other amendments, modifications or waivers to the Transaction Documents, and all of the other forms, terms and provisions of the Transaction Documents remain in full force and effect.

5. The Company hereby represents and warrants to Laurus and the Lenders that as of the date hereof, upon the Effective Date, there is no Event of Default under the Transaction Documents.

6. This Consent and Waiver shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Consent and Waiver may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.

[The remainder of this page has been left intentionally blank. Signature page follows.]

IN WITNESS WHEREOF, Laurus and the Lenders have executed and delivered this Consent and Waiver as of the date first above written.

LAURUS MASTER FUND, LTD

By: LAURUS CAPITAL MANAGEMENT, LLC
Its: Investment Manager