Current Report Filing (8-k)
June 30 2015 - 4:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
June 30, 2015
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in
its charter)
Delaware |
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001-34643 |
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98-0204758 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
Of Incorporation) |
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Identification No.) |
521 Railroad Avenue
Suisun City, California 94585
(Address of principal executive offices
and zip code)
Registrant’s telephone number, including
area code:(707) 421-1300
(Former Name or Former Address if Changed
Since Last Report)
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 3.02 Unregistered Sales of Equity
Securities.
The disclosure set forth in the second
and third paragraphs of Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02.
If the closing of the Debt Exchange occurs,
the Series H Stock will be issued in a transaction that will not be registered under the Securities Act of 1933. Each share of
Series H Stock will be convertible into 100 shares of the Company’s common stock. The number of shares of Series H Stock
issued in the Debt Exchange will be dependent on the closing bid price of the Company’s common stock immediately prior to
the closing of the Debt Exchange.
The Company will seek an order that the
shares of Series H Stock will be issued in reliance upon the exemption from registration in Section 3(a)(10) of the Securities
Act of 1933. If such order is not granted, but the closing of the Debt Exchange occurs, the Company intends to issue such shares
in reliance upon Section 4(a)(2) of the Securities Act of 1933 as a transaction by an issuer not involved in a public offering.
Item 8.01 Other Events.
On June 30, 2015, WPCS International Incorporated
(the “Company”) and the shareholder plaintiff entered into a settlement (the “Settlement”) with the two
remaining defendants (the “Defendants”) in a case pending in the United States District Court for the Southern District
of New York to resolve claims under Section 16 of the Securities Exchange Act of 1934.
Under the terms of the Settlement, the
Defendants have agreed to the following: (1) payment of $315,0000 for the plaintiff’s attorney’s fees; (2) forgiveness
of $400,000 of principal amount of debt owed by the Company to the Defendants; (3) an exchange of the remaining $405,000 of
debt owed by the Company to the Defendants into shares of a yet to be designated Series H Convertible Preferred Stock, par value
$0.0001 per share (“Series H Stock”), of the Company; (4) waiver of certain conditions preventing the Company
from paying accrued dividends on its Series F-1 Convertible Preferred Stock and Series G-1 Convertible Preferred Stock in shares
of the Company’s common stock; and (5) relinquishment of all voting rights the Defendants have in all shares of the
Company’s preferred stock now held or hereinafter acquired. The Settlement was entered into solely by way of compromise and
settlement and is not in any way an admission of liability by the Defendants.
Note that the exchange of debt for shares
of the Company’s Series H Stock contemplated by clause (3) above (the “Debt Exchange”) is subject to the holders
of two-thirds of the outstanding shares of the Company’s Series G Convertible Preferred Stock also agreeing to the Debt Exchange.
Therefore no assurance can be made that the Debt Exchange will be consummated.
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.
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WPCS INTERNATIONAL INCORPORATED |
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Date: June 30, 2015 |
By: /s/ Sebastian Giordano |
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Name: Sebastian Giordano |
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Title: Interim Chief Executive Officer |
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