Current Report Filing (8-k)
April 03 2014 - 9:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event
reported): April 3, 2014
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified
in its charter)
Delaware |
001-34643 |
98-0204758 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
600 Eagleview Boulevard, Suite 300, Exton,
PA 19341
(Address of principal executive offices
and zip code)
Registrant’s telephone number,
including area code: (484) 359-7228
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 1.01. | Entry into a Material
Definitive Agreement. |
On March 31, 2014, WPCS International
Incorporated (the “Company”) entered into an asset purchase agreement (the “Agreement”) by and among
the Company, WPCS International-Seattle, Inc. (“WPCS-Seattle”) and EC Company, as purchaser. Pursuant to the
Agreement, the Company agreed to sell substantially all of the assets of WPCS-Seattle to EC Company for approximately $2.7
million in an all cash transaction. The final closing price is subject to adjustment based on the value of the assets on the
closing date. The consummation of the sale is subject to the approval of the Company’s stockholders and the
NASDAQ Capital Market. Neither, the Company nor WPCS-Seattle had any prior relationship with EC Company.
| Item 9.01 | Financial Statements
and Exhibits. |
| 10.01 | Asset Purchase Agreement by and among WPCS International Incorporated, WPCS-Seattle and EC
Company dated March 31, 2014. |
| 99.01 | Press Release dated April 3, 2014. |
SIGNATURE
Pursuant to the requirement of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
WPCS INTERNATIONAL INCORPORATED |
|
|
Date: April 3, 2014 |
By: |
/s/ JOSEPH HEATER |
|
Joseph Heater |
|
Chief Financial Officer |
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