Statement of Beneficial Ownership (sc 13d)
July 25 2016 - 4:33PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
WPCS
International Incorporated
(Name of Issuer)
Common Stock, $0.0001 Par Value
(Title of Class of Securities)
92931L401
(CUSIP Number)
David R. Allen
c/o WPCS International Incorporated
521 Railroad Avenue
Suisun City, CA 94585
(707) 421-1300
Copies to:
Robert S. Matlin, Esq.
K&L Gates LLP
599 Lexington Avenue
New York, NY 10022
(212) 536-4066
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 2015
(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
¨
.
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).
SCHEDULE 13D
1
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NAMES OF REPORTING PERSONS
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David R. Allen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
¨
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(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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OO (see Item 3 below)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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420,000 (see Item 5 below)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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420,000 (see Item 5 below)
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WITH
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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420,000 (see Item 5 below)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.4% (see Item 5 below)
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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Item 1. Security and Issuer.
This Statement relates to the common stock,
par value of $0.0001 per share (“Common Stock”), of WPCS International Incorporated, a Delaware corporation (the “Issuer”).
The principal executive offices of the Issuer are located at 521 Railroad Avenue, Suisun City, California 94585.
Item 2. Identity and Background.
(a)
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Name
: David R. Allen (the “Reporting Person”)
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(b)
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Business Address
: The Reporting Person’s business address is c/o WPCS International Incorporated, 521 Railroad Avenue, Suisun City, California 94585.
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(c)
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Principal Occupation or Employment
: The Reporting Person has served as the Chief Financial Officer of the Issuer since December 2014. The Issuer’s principal business address is 521 Railroad Avenue, Suisun City, California 94585. The Reporting Person has served as the Chief Financial Officer and a member of the Board of Directors of Bailey’s Express, Inc. since June 2004, whose principal business address is 61 Industrial Park Road, Middletown, Connecticut 06457.
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(d)
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Criminal Proceedings
: During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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Civil Proceedings
: During the last five years, the Reporting Person was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Citizenship
: The Reporting Person is a citizen of the United States of America.
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Item 3. Source and Amount of Funds or Other Considerations.
The Reporting Person’s securities
ownership in the Issuer is comprised entirely of stock options that are either presently exercisable or exercisable within 60 days
of the date hereof and were granted in connection with the Reporting Person’s service as an officer of the Issuer and pursuant
to the Issuer’s various equity compensation plans, as detailed below:
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·
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Stock options (right to purchase) with
respect to 75,000 shares of Common Stock, at an exercise price of $1.26 per share, granted April 28, 2016 pursuant to the Issuer’s
Amended and Restated 2014 Equity Incentive Plan;
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·
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Stock options (right to purchase) with
respect to 325,000 shares of Common Stock, at an exercise price of $1.32 per share, granted September 29, 2015 pursuant to the
Issuer’s Amended and Restated 2014 Equity Incentive Plan;
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·
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Stock options (right to purchase) with
respect to 20,000 shares of Common Stock, at an exercise price of $1.19 per share, granted August 6, 2015 pursuant to the Issuer’s
2014 Equity Incentive Plan.
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As stated above, the stock options were
granted in connection with the Reporting Person’s service as an officer of the Issuer, and no additional consideration was
paid by the Reporting Person in connection with the receipt of such stock options.
Item 4. Purpose of Transaction.
As described in Item 3 above, the Reporting
Person acquired the securities identified in this Statement in connection with his service as an officer of the Issuer and pursuant
to the Issuer’s various equity compensation plans.
The securities described in this Statement
are being held by the Reporting Person for investment purposes. The Reporting Person may acquire additional Common Stock of the
Issuer through compensatory grants by the Issuer or through public or private purchases. The Reporting Person may exercise the
stock options described in Item 3 above and subsequently dispose of the underlying Common Stock or otherwise acquire or dispose
of additional securities of the Issuer, to the extent deemed advisable in light of his general investment strategies, market conditions,
or other factors.
In the ordinary course of his duties as
Chief Financial Officer of the Issuer, the Reporting Person has and expects in the future to discuss and to make decisions regarding
plans or proposals with respect to the matters specified in clauses (a) through (j) of this Item 4 with the Issuer.
Except as described in this Statement or in his capacity as
Chief Financial Officer of the Issuer, the Reporting Person has no plans or proposals which relate to or would result in:
(a) The acquisition by any person
of additional securities of the issuer, or the disposition of securities of the issuer.
(b) An extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries.
(c) A sale or transfer of a material
amount of assets of the issuer or any of its subsidiaries.
(d) Any change in the present
board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board.
(e) Any material change in the
present capitalization or dividend policy of the issuer.
(f) Any other material change
in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment
company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940.
(g) Changes in the issuer’s
charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer
by any person.
(h) Causing a class of securities
of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of registered national securities association.
(i) A class of equity securities
of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
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(a)
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The Reporting Person beneficially owns 420,000 shares of Common Stock of the Issuer, comprised of options to purchase 420,000
shares of Common Stock that are exercisable as of the date hereof or within 60 days. The Reporting Person owns 13.4% of the Issuer’s
Common Stock, calculated based on 2,706,159 shares of Common Stock outstanding as of July 19, 2016 and assuming that the shares
of Common Stock underlying the stock options are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i).
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(b)
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The Reporting Person has the sole power to vote or direct the vote, and to dispose or direct the
disposition, of all of the 420,000 shares of Common Stock of the Issuer underlying the options to purchase.
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(c)
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The Reporting Person has not effected any transaction in the Common Stock of the Issuer in the
past sixty days.
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(d)
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No person, other than the Reporting Person, is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale, of the Common Stock underlying the options to purchase
identified in this Statement.
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Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
Except as set forth above or set forth
in the exhibits, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other
person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit Number
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Exhibit Description
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10.1
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WPCS International Incorporated 2014 Equity
Incentive Plan, incorporated by reference to Annex D of WPCS International Incorporated’s definitive proxy statement on Schedule
14A filed April 28, 2014.
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10.2
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WPCS International Incorporated Amended and Restated 2014 Equity Incentive Plan, incorporated by reference to Appendix A of WPCS International Incorporated’s definitive proxy statement on Schedule 14A filed August 14, 2015.
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10.3
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Form of Stock Option Agreement under the
Issuer’s 2014 Equity Incentive Plan and 2014 Amended and Restated Equity Incentive Plan.
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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.
Dated: July 25, 2016
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/s/ David R. Allen
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Name: David R. Allen
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The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence
of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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