WPCS Requests Support From Its Shareholders to Vote in Favor of Proposals at Special Meeting of Stockholders
May 15 2014 - 8:00AM
Marketwired
WPCS Requests Support From Its Shareholders to Vote in Favor of
Proposals at Special Meeting of Stockholders
EXTON, PA--(Marketwired - May 15, 2014) - WPCS International
Incorporated (NASDAQ: WPCS), which specializes in contracting
services for communications infrastructure and the development of a
Bitcoin trading platform, today is reminding shareholders of the
special meeting of the stockholders to be held on May 30, 2014. The
board of directors recommends that shareholders vote "FOR" all the
proposals at the special meeting.
Sebastian Giordano, Interim Chief Executive Officer, commented,
"Our management team and the board of directors are asking our
shareholders for their support at our upcoming Special Meeting. We
want to continue to be direct and forthright with our shareholders
and explain why a vote 'FOR' the following proposals is in the best
interest for the future of our Company:
- Approving the sale of Australia will divest the Company of
a non-core, unprofitable operation, while eliminating the
remaining $1.2 severance payment obligation to the Company's
former Chairman and CEO;
- The proposal to increase the number of authorized shares
will enable the Company to meet its existing obligations under
outstanding convertible notes, convertible preferred stock,
warrants and stock option agreements. If noteholders converted
their remaining notes to common shares, the Company would have
a significantly lower amount of debt; and
- Other than for issuances under the proposed Equity
Incentive Plan or existing convertible securities, increasing
the number of authorized shares would provide the Company with
flexibility for future strategic acquisitions or capital
raising necessary for building and growing the BTX
Trader business.
"We believe that given the progress that we have made in the
last nine months through our restructuring initiatives, by voting
in favor of these proposals, WPCS will be in a much better position
to capitalize on the next phases of its strategic plan. As
previously announced, the potential sales of the Seattle Operations
and China Operations could generate approximately $4 million in
total cash, and coupled with the possible conversion of notes and
resulting debt retirement, our balance sheet would be significantly
improved. We believe this improved financial condition will afford
WPCS the opportunity to move our remaining contracting and BTX
Trader businesses forward, with a capital structure in place to
prudently raise growth capital, as needed, and to pursue strategic
acquisitions."
Mr. Giordano concluded, "We value and require your ongoing
support and believe that we are completing a successful
restructuring that would best position the Company for long-term
growth and building shareholder value."
Special Meeting of the Stockholders Details: Date: 10:00 a.m.,
local time
Time: May 30, 2014
Where: At the offices of Sichenzia Ross Friedman Ference LLP 61
Broadway, 32nd Floor New York, New York 10006
How to Vote: To vote your shares, you may return your proxy card
or attend the Special Meeting and vote in person. Even if you
plan to attend the Special Meeting, the Company urges you to
promptly submit a proxy for your shares by completing,
signing, dating and returning the proxy card mailed to
each shareholder.
Special Meeting Proposals: 1. To authorize the sale by the
Company of all the issued and outstanding capital stock of The
Pride Group (QLD) Pty Ltd, pursuant to the Securities Purchase
Agreement by and between WPCS Australia Pty Ltd and Turquino Equity
LLC, dated September 19, 2013, as more fully described in the proxy
statement;
2. To approve an amendment to the Certificate of Incorporation
of the Company to increase the Company's authorized shares of
common stock from 14,285,714 to 75,000,000;
3. To approve the potential issuance of more than 20% of the
Company's issued and outstanding common stock at a price that is
less than the greater of book or market value in accordance with a
securities purchase agreement between the Company and the investors
named therein, dated December 17, 2013;
4. To approve the WPCS International Incorporated 2014 Equity
Incentive Plan, which has 3,500,000 shares of the Company's common
stock reserved for issuance thereunder; and
5. To transact such other business as may properly come before
the meeting and any postponements or adjournments thereof.
About WPCS International Incorporated WPCS operates in two
business segments including: (1) providing communications
infrastructure contracting services to the public services,
healthcare, energy and corporate enterprise markets worldwide; and
(2) developing a Bitcoin trading platform. For more information,
please visit www.wpcs.com and www.btxtrader.com.
Statements about the company's future expectations,
including future revenue and earnings and all other statements in
this press release, other than historical facts, are "forward
looking" statements and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve risks and uncertainties and
are subject to change at any time. The company's actual results
could differ materially from expected results. In reflecting
subsequent events or circumstances, the company undertakes no
obligation to update forward-looking statements.
CONTACT: Alliance Advisors, LLC Valter Pinto PH: (914)
669-0222 Email Contact
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