o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
o | Definitive Proxy Statement | |
þ | Definitive Additional Materials | |
o | Soliciting Material Pursuant to §240.14a-12 |
þ | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: | ||
(2) | Aggregate number of securities to which transaction applies: | ||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
(4) | Proposed maximum aggregate value of transaction: | ||
(5) | Total fee paid: | ||
o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: | ||
(2) | Form, Schedule or Registration Statement No.: | ||
(3) | Filing Party: | ||
(4) | Date Filed: | ||
| FOR the approval and adoption of the Agreement and Plan of Reorganization; |
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| FOR each of the five nominees for the election of directors; |
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| FOR the approval and adoption of an amendment to the Companys restated certificate of
incorporation to remove the requirement that holders of 66 2/3 % of the issued and
outstanding shares of common stock approve the issuance of common stock for non-cash
consideration or for less than fair market value; and |
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| if submitted to a vote of stockholders, FOR an adjournment or postponement of the
special and annual meeting if there are not sufficient votes to approve and adopt the
Agreement and Plan of Reorganization by a majority of those shares not held by Applied
Digital Solutions, Inc. and its affiliates . |
1. | Vote by telephone: Call 1-800-690-6903. Have your 12-digit control number
listed on your Voting Instruction Form available and follow the simple instructions. |
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2. | Vote by Internet: Go to www.proxyvote.com. Have your 12-digit control number
listed on your Voting Instruction Form available and follow the simple instructions. |
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3. | Vote by Mail: Vote, sign, date and mail the enclosed proxy in the postage-paid
envelope included for your convenience. |