UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Filed by the Registrant |
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Filed by a Party other than the Registrant |
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-12 |
WPCS INTERNATIONAL INCORPORATED
(Name of Registrant as Specified in its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Aggregate number of securities to which transaction applies: |
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Fee paid previously with preliminary materials: |
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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. |
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Date Filed: |
WPCS INTERNATIONAL INCORPORATED
521 Railroad Avenue
Suisun City, California 94585
Telephone: (707) 421-1300
November 3, 2014
Dear Stockholders:
You are cordially invited
to attend a special meeting of stockholders (the “Special Meeting”) of WPCS International Incorporated (the “Company”).
The Special Meeting will be held at 10:00 a.m., local time, on December 12, 2014, at the offices of Sichenzia Ross Friedman Ference
LLP at 61 Broadway, 32nd Floor, New York, New York 10006. Enclosed are the official notice of this meeting, a proxy
statement, a form of proxy and the Annual Report on Form 10-K for the year ended April 30, 2014.
At this Special Meeting
you will be asked to consider and vote upon the following proposals:
1. 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; and
2. To act on such
other matters as may properly come before the meeting or any adjournment there.
After careful consideration,
our board of directors determined that the increase in authorized common stock is advisable to, and in the best interests of, the
Company and its stockholders. Our board of directors recommends that you vote “FOR” the authorization of the increase
in authorized common stock.
Your vote is very important,
regardless of the number of shares you own. The increase in authorized common stock must be approved by the holders of a majority
of the outstanding shares of the Company’s common stock present and voting at the Special Meeting. Only stockholders who
owned shares of the Company’s common stock at the close of business on October 20, 2014, the record date for the Special
Meeting, will be entitled to vote at the Special Meeting. 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, we urge you to promptly submit a proxy for your shares
by completing, signing, dating and returning the enclosed proxy card.
Please note that attendance
at the Special Meeting will be limited to stockholders of record at the close of business on October 20, 2014, and to guests of
the Company.
If your shares are
registered in your name and you plan to attend the Special Meeting, please bring the enclosed ballot with you to the meeting.
If your shares
are held by a broker, bank or other nominee and you plan to attend the meeting, please contact the person responsible for your
account regarding your intention to attend the meeting so they will know how you intend to vote your shares at that time. Stockholders
who do not expect to attend the Special Meeting in person may submit their ballot to the Management of the Company at 521 Railroad
Avenue, Suisun City, California 94585.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Sebastian Giordano
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Sebastian Giordano |
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Interim Chief Executive Officer |
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WPCS INTERNATIONAL INCORPORATED
521 Railroad Avenue
Suisun City, California 94585
Telephone: (707) 421-1300
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders of WPCS International
Incorporated:
A special meeting (“Special
Meeting”) of Stockholders of WPCS International Incorporated, a Delaware corporation (the “Company”), will be
held at 10:00 a.m., local time, on December 12, 2014, at the offices of Sichenzia Ross Friedman Ference LLP at 61 Broadway, 32nd Floor,
New York, New York 10006, to consider and act upon the following matters:
| 1. | 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; and |
| 2. | To transact such other business as may properly come before the meeting and any postponements or
adjournments thereof. |
Only stockholders
of record at the close of business on October 20, 2014, will be entitled to attend and vote at the meeting. A list of all stockholders
entitled to vote at the Special Meeting, arranged in alphabetical order and showing the address of and number of shares held by
each stockholder, will be available at the principal office of the Company during usual business hours, for examination by any
stockholder for any purpose germane to the Special Meeting for 10 days prior to the date thereof. The proxy materials
will be furnished to stockholders on or about November 5, 2014.
Important Notice Regarding the Availability
of Proxy Materials for the Special Meeting of Stockholders to be held on December 12, 2014:
The Proxy Statement is available at:
http://www.viewproxy.com/wpcs/2014sm3/.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Sebastian Giordano
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Sebastian Giordano |
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Interim Chief Executive Officer |
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November 3, 2014 |
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You are cordially
invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return
the enclosed proxy as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting.
A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have
voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record
by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record
holder.
WPCS INTERNATIONAL INCORPORATED
521 Railroad Avenue
Suisun City, California 94585
Telephone: (707) 421-1300
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, DECEMBER 12, 2014
SOLICITATION OF PROXIES
The enclosed proxy
is solicited by the Board of Directors of WPCS International Incorporated (the “Company”), for use at the Special Meeting
of the Company’s stockholders to be held at 10:00 a.m., local time, on December 12, 2014, at the offices of Sichenzia Ross
Friedman Ference LLP at 61 Broadway, 32nd Floor, New York, New York 10006, and any postponements or adjournments
thereof. Whether or not you expect to attend the meeting in person, please vote your shares as promptly as possible to ensure that
your vote is counted. The proxy materials will be furnished to stockholders on or about November 5, 2014.
REVOCABILITY OF PROXY AND SOLICITATION
Any stockholder executing
a proxy that is solicited hereby has the power to revoke it prior to the voting of the proxy. Revocation may be made by attending
the Special Meeting and voting the shares of stock in person, or by delivering to the Secretary of the Company at the principal
office of the Company prior to the Special Meeting a written notice of revocation or a later-dated, properly executed proxy. Solicitation
of proxies may be made by directors, officers and other employees of the Company by personal interview, telephone, facsimile transmittal
or electronic communications. No additional compensation will be paid for any such services. We have retained Alliance Advisors,
LLC to assist in the solicitation of proxies at an estimated cost of approximately $6,500, plus reasonable expenses. This
solicitation of proxies is being made by the Company which will bear all costs associated with the mailing of this proxy statement
and the solicitation of proxies.
RECORD DATE
Stockholders of record
at the close of business on October 20, 2014, will be entitled to receive notice of, attend and vote at the meeting.
ACTION TO BE TAKEN UNDER PROXY
Unless otherwise directed
by the giver of the proxy, the persons named in the form of proxy, namely, Sebastian Giordano, our Interim Chief Executive
Officer, and Charles Benton, one of our directors, or either one of them who acts, will vote:
| · | FOR approval of an amendment to the Certificate
of Incorporation of the Company to increase our authorized shares of common stock from 14,285,714 to 75,000,000; and |
| · | According to their discretion, on the
transaction of such other matters as may properly come before the meeting or any adjournment there. |
WHO IS ENTITLED TO VOTE; VOTE REQUIRED;
QUORUM
As of October 20, 2014,
there were 13,913,164 shares of common stock issued and outstanding, which constitutes all of the outstanding capital stock of
the Company. Stockholders are entitled to one vote for each share of common stock held by them.
Thirty-three and one-third
percent (33.33%) of the outstanding shares, or 4,637,722 shares, present in person or represented by proxy, will constitute a quorum
at the meeting. For purposes of the quorum and the discussion below regarding the vote necessary to take stockholder action, stockholders
of record who are present at the Special Meeting in person or by proxy and who abstain, including brokers holding customers’
shares of record who cause abstentions to be recorded at the meeting, are considered stockholders who are present and entitled
to vote and are counted towards the quorum.
Brokers holding shares
of record for customers generally are not entitled to vote on “non-routine” matters, unless they receive voting instructions
from their customers. As used herein, “uninstructed shares” means shares held by a broker who has not received such
instructions from its customers on a proposal. A “broker non-vote” occurs when a nominee holding uninstructed shares
for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with
respect to that non-routine matter. In connection with the treatment of abstentions and broker non-votes, none of the proposals
at this meeting are considered a “routine” matter, and brokers are not entitled to vote uninstructed shares with respect
to any proposal.
Determination of whether
a matter specified in the Notice of Special Meeting of Stockholders has been approved will be determined as follows:
| · | The affirmative vote of the holders of
a majority of the total outstanding shares as of the record date is necessary to approve the increase in authorized shares of common
stock; and |
| · | For each other matter specified in the
Notice of Special Meeting of Stockholders, the affirmative vote of a majority of the shares of common stock present at the meeting
in person or by proxy and entitled to vote on such matter is required for approval. Abstentions will be considered shares present
in person or by proxy and entitled to vote and, therefore, will have the effect of a vote against the matter. Broker non-votes
will be considered shares not present for this purpose and will have no effect on the outcome of the vote. |
Abstentions and broker
non-votes will be counted for purposes of determining whether a quorum is present for the Special Meeting.
QUESTIONS AND ANSWERS ABOUT THESE PROXY
MATERIALS AND VOTING
Why am I receiving these materials?
We have sent you these
proxy materials because the Board of Directors of WPCS International Incorporated (sometimes referred to as the “Company,” “WPCS,”
“we” or “us”) is soliciting your proxy to vote at a Special Meeting of Stockholders. According
to our records, you were a stockholder of the Company as of the end of business on October 20, 2014.
You are invited
to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the
meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.
The Company intends
to mail these proxy materials on or about November 5, 2014 to all stockholders of record on October 20, 2014
(the “Record Date”) entitled to vote at the Special Meeting.
What is included in these materials?
These materials include:
| · | this proxy statement for the Special Meeting;
and |
| · | the Company’s Annual Report on Form
10-K for the fiscal year ended April 30, 2014, as filed with the SEC on July 30, 2014. |
What is the proxy card?
The proxy card enables
you to appoint Sebastian Giordano, our Interim Chief Executive Officer, and Charles Benton, one of our Directors, as your representative
at the Special Meeting. By completing and returning a proxy card, you are authorizing these individuals to vote your shares at
the Special Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not
you attend the Special Meeting.
When and where is the Special Meeting
being held?
The Special Meeting
will be held on Friday, December 12, 2014 commencing at 10:00 A.M., local time, at the offices of Sichenzia Ross Friedman Ference
LLP at 61 Broadway, 32nd Floor, New York, New York 10006.
Can I view these proxy materials over
the Internet?
Yes. The Notice
of Meeting, this Proxy Statement and accompanying proxy card and our Annual Report on Form 10-K for the year ended April 30, 2014
are available at http://www.viewproxy.com/wpcs/2014sm3.
Who can vote at the Special Meeting?
Only stockholders of
record at the close of business on October 20, 2014 will be entitled to vote at the Special Meeting. On this record date, there
were 13,913,164 shares of common stock outstanding and entitled to vote.
The Special Meeting
will begin promptly at 10:00 A.M., local time. Check-in will begin one-half hour prior to the meeting. Please allow ample time
for the check-in procedures.
Stockholder of Record: Shares Registered
in Your Name
If on October 20, 2014
your shares were registered directly in your name with WPCS’s transfer agent, Interwest Transfer and Trust Company, then
you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or
not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy.
Beneficial Owner: Shares Registered
in the Name of a Broker or Bank
If on October 20, 2014,
your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, rather than in your name,
then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to
you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting
at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the
shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record,
you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.
What am I voting on?
The following matters
are scheduled for a vote:
1. 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; and
2. To act on such other matters
as may properly come before the meeting or any adjournment there.
The Board of Directors
is not currently aware of any other business that will be brought before the Special Meeting.
How do I vote?
For all matters to
be voted on, you may vote “For” or “Against” or abstain from voting. The procedures
for voting are fairly simple:
Stockholder of Record: Shares Registered
in Your Name
If you are a stockholder
of record as of the Record Date, you may vote in person at the Special Meeting or vote by proxy using the enclosed proxy card.
Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend
the meeting and vote in person even if you have already voted by proxy.
| · | To vote in person, come to the Special
Meeting and we will give you a ballot when you arrive. You should be prepared to present photo identification for admittance. A
list of stockholders eligible to vote at the Special Meeting will be available for inspection at the Special Meeting and for a
period of ten days prior to the Special Meeting during regular business hours at our principal executive offices, which are located
at 521 Railroad Avenue, Suisun City, California 94585. |
| · | To vote using the proxy card, simply complete,
sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your completed and signed
proxy card to us before the Special Meeting, we will vote your shares as you direct. |
Beneficial Owner: Shares Registered
in the Name of Broker or Bank
If you are a beneficial
owner of shares registered in the name of your broker, bank, or other agent, you should have received voting instructions with
these proxy materials from that organization rather than from us. Simply complete and mail your voting instructions as directed
by your broker or bank to ensure that your vote is counted. Alternatively, you may be able to vote by telephone or over the Internet
by following instructions provided by your broker or bank. To vote in person at the Special Meeting, you must obtain a valid proxy
from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials, or
contact your broker or bank to request a proxy form.
How many votes do I have?
On each matter to be
voted upon, you have one vote for each share of common stock you own as of the Record Date.
What is a quorum for purposes of conducting
the Special Meeting?
The presence, in person
or by proxy, of the holders of thirty-three and one-third percent (33.33%) of the issued and outstanding common stock, or 4,637,722
shares, entitled to vote at the meeting is necessary to constitute a quorum to transact business. If a quorum is not present
or represented at the Special Meeting, the stockholders entitled to vote thereat, present in person or by proxy, may adjourn the
Special Meeting from time to time without notice or other announcement until a quorum is present or represented.
What if I return a proxy card but do
not make specific choices?
If you return a signed
and dated proxy card without marking any voting selections, your shares will be voted “FOR” approval of the
increase in our authorized shares of common stock, and “FOR ” approval of any adjournment of the Special Meeting,
if necessary or appropriate, to transact such other business as may properly come before the meeting and all adjournments and postponements
thereof; and if any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your
proxy card) will vote your shares using his best judgment.
How does the Board of Directors recommend
that I vote?
Our Board of Directors
recommends that you vote your shares “FOR” approval of the increase in authorized shares of common stock. Unless
you provide other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance
with the recommendations of the Company's Board of Directors as set forth in this Proxy Statement.
Who is paying for this proxy solicitation?
We will bear the cost
of solicitation of proxies. Proxies may be solicited by mail or personally by our Directors, officers or employees, none of whom
will receive additional compensation for such solicitation. We have retained Alliance Advisors, LLC to assist in the solicitation
of proxies at an estimated cost of approximately $6,500, plus reasonable expenses. Those holding shares as of record for the benefit
of others, or nominee holders, are being asked to distribute proxy soliciting materials to, and request voting instructions from,
the beneficial owners of such shares. We will reimburse nominee holders for their reasonable out-of-pocket expenses.
What does it mean if I receive more
than one set of proxy materials?
If you receive more
than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please complete,
sign and return each proxy card to ensure that all of your shares are voted.
I share the same address with another
WPCS International Incorporated stockholder. Why has our household only received one set of proxy materials?
The SEC’s rules
permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This practice, known
as “householding,” is intended to reduce the Company’s printing and postage costs. We have delivered only one
set of proxy materials to stockholders who hold their shares through a bank, broker or other holder of record and share a single
address, unless we received contrary instructions from any stockholder at that address. However, any such street name holder residing
at the same address who wishes to receive a separate copy of the proxy materials may make such a request by contacting the bank,
broker or other holder of record, or Broadridge Financial Solutions, Inc. at (800) 542-1061 or in writing at Broadridge, Householding
Department, 51 Mercedes Way, Edgewood, NY 11717. Street name holders residing at the same address who would like to request householding
of Company materials may do so by contacting the bank, broker or other holder of record or Broadridge at the phone number or address
listed above.
Can I change my vote after submitting
my proxy?
Yes. You can revoke
your proxy at any time before the final vote at the Special Meeting. If you are the record holder of your shares, you may revoke
your proxy in any one of three ways:
| · | You may submit another properly completed
proxy card with a later date; |
| · | You may send a timely written notice that
you are revoking your proxy to the Company at 521 Railroad Avenue, Suisun City, California 94585, Attn: Chief Financial
Officer; or |
| · | You may attend the Special Meeting and
vote in person. Simply attending the meeting will not, by itself, revoke your proxy. |
If your shares are
held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
What are “broker non-votes”?
Broker non-votes occur
when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding
the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial
owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner
does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered
to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of
the New York Stock Exchange, “non-routine” matters include director elections (whether contested or uncontested) and
matters involving a contest or a matter that may substantially affect the rights or privileges of shareholders.
The proposal for approval
of 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 (Proposal No. 1) is considered to be “non-routine” matters and as a result, brokers
or nominees cannot vote your shares on these proposals in the absence of your direction.
How are votes counted?
Votes will be counted
by the inspector of elections appointed for the meeting, who will separately count “For” and “Against”
votes, abstentions and broker non-votes. Abstentions will not have an effect on, or be counted towards the vote totals for, each
of the other proposals. There are no routine proposals on which the Company expects that brokers or other nominees will be entitled
to vote without receiving instructions from the record holder of the applicable shares of common stock. Accordingly, no broker
non-votes will result from these proposals.
How many votes are needed to approve
each proposal?
The affirmative vote
of the holders of a majority of the total outstanding shares as of the record date is necessary to approve the increase in authorized
shares of common stock. Approval of all other matters requires the favorable vote of a majority of the votes cast on the applicable
matter at the Special Meeting in person or by proxy.
Is my vote kept confidential?
Proxy instructions,
ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy.
Your vote will not be disclosed either within the Company or to third parties, except:
| · | as necessary to meet applicable legal
requirements; |
| · | to allow for the tabulation and certification
of votes; and |
| · | to facilitate a successful proxy solicitation. |
Occasionally, stockholders
provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.
How can I find out the results of the
voting at the Special Meeting?
Preliminary voting
results will be announced at the Special Meeting. Final voting results will be discussed in a Form 8-K filed after the Special
Meeting.
Who can help answer my questions?
If you need assistance with voting or have
questions regarding the Special Meeting, please contact:
Alliance Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
855-973-0095
(Banks and Brokers please call: 973-873-7721)
PROPOSAL NO. 1
APPROVAL OF AMENDMENT TO CERTIFICATE
OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF
COMMON STOCK FROM 14,285,714 TO 75,000,000
Our Board of Directors
has approved, subject to shareholder approval, an amendment to our Certificate of Incorporation to increase our authorized shares
of common stock from 14,285,714 to 75,000,000. The increase in our authorized shares of common stock will become effective upon
the filing of the amendment to our Certificate of Amendment with the Secretary of State of Delaware. If the amendment to increase
our authorized shares of common stock is approved by shareholders at the Special Meeting, we intend to file the amendment to our
Certificate of Incorporation as soon as practicable following the Special Meeting.
The form of Certificate
of Amendment to be filed with the Secretary of State of the State of Delaware is set forth as Appendix A to this
proxy statement.
Outstanding Shares and Purpose of the
Proposal
Our Certificate of
Incorporation currently authorizes us to issue a maximum of 14,285,714 shares of common stock, par value $0.0001 per share, and
5,000,000 shares of preferred stock, $0.0001 par value per share. Our issued and outstanding securities, as of October 20, 2014,
on a fully diluted basis, are as follows:
| · | 13,913,164 shares of common stock; |
| · | $752,972 in principal amount of convertible
debentures convertible into 4,491,670 shares of common stock, |
| · | 1,644 shares of Series E Convertible Preferred
Stock, not including any dividends that are currently convertible or may be convertible in the future, convertible into approximately
469,715 shares of common stock, |
| · | 5,268 shares of Series F Convertible Preferred
Stock, not including any dividends that are currently convertible or may be convertible in the future, convertible into approximately
5,268,000 shares of common stock, |
| · | 2,088 shares of Series G Convertible Preferred
Stock, not including any dividends that are currently convertible or may be convertible in the future, convertible into approximately
2,561,964 shares of common stock, |
| · | Warrants to purchase 2,514,185 shares
of common stock; and |
| · | Options to purchase 1,159,207 shares of
common stock. |
Pursuant to agreements
related to the conversion of our outstanding convertible securities, we agreed to use our reasonable best efforts to obtain stockholders’
approval at the next annual stockholder meeting or a special meeting of stockholders for the increase of the number of shares of
Common Stock authorized for issuance to 75,000,000. Thus, this increase is necessary to allow for the conversion of our outstanding
convertible securities, as set forth above. In addition, the Board of Directors believes that the increase in authorized common
shares will provide the Company greater flexibility with respect to the Company’s capital structure for purposes including
additional equity financings and stock based acquisitions.
Effects of the Increase in Authorized
Common Stock
The additional shares
of common stock will have the same rights as the presently authorized shares, including the right to cast one vote per share of
common stock. Although the authorization of additional shares will not, in itself, have any effect on the rights of any holder
of our common stock, the future issuance of additional shares of common stock (other than by way of a stock split or dividend)
would have the effect of diluting the voting rights and could have the effect of diluting earnings per share and book value per
share of existing shareholders.
At present, other than
in connection with the conversion of outstanding convertible securities (which conversions would be at the option of the respective
holders), the Board of Directors has no plans to issue the additional shares of common stock authorized by the proposed amendment.
However, it is possible that some of these additional shares could be used in the future for various other purposes without further
shareholder approval, except as such approval may be required in particular cases by our charter documents, applicable law or the
rules of any stock exchange or other system on which our securities may then be listed. These purposes may include: raising
capital, providing equity incentives to employees, officers or directors, establishing strategic relationships with other companies,
and expanding the Company’s business or product lines through the acquisition of other businesses or products.
Possible Anti-Takeover Effects of Increase
in Authorized Common Stock
We could also use the
additional shares of common stock that will become available for issuance to oppose a hostile takeover attempt or to delay or prevent
changes in control or management of the Company. For example, it may be possible for the Board of Directors to delay or impede
a takeover or transfer of control of the Company by causing such additional authorized shares to be issued to holders who might
side with the Board of Directors in opposing a takeover bid that the Board of Directors determines is not in the best interests
of the Company or its stockholders. The proposed increase in authorized shares of common stock therefore may have the effect of
discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the
proposed increase in authorized shares of common stock may limit the opportunity for the Company’s stockholders to dispose
of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The
proposed increase in authorized shares of common stock may have the effect of permitting the Company’s current management,
including the current Board of Directors, to retain its position, and place it in a better position to resist changes that stockholders
may wish to make if they are dissatisfied with the conduct of the Company’s business. However, the Board of Directors
is not aware of any attempt to take control of the Company and the Board of Directors has not approved the proposed increase in
authorized shares of common stock with the intent that it be utilized as a type of anti-takeover device.
Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF
INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF COMMON STOCK FROM 14,285,714
TO 75,000,000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information
regarding beneficial ownership of our common stock as of October 20, 2014:
| · | by each person who is known by us to beneficially
own more than 5% of our common stock; |
| · | by each of our officers and directors;
and |
| · | by all of our officers and directors as
a group. |
Name And Address Of Beneficial Owner (1) | |
Number of
Shares Owned
(2) | | |
Percentage
of Class (3) | |
Sebastian Giordano | |
| 2,857 | (4) | |
| * | |
David Horin | |
| 0 | | |
| * | |
Norm Dumbroff | |
| 17,691 | (4) | |
| * | |
Neil Hebenton | |
| 7,571 | (4) | |
| * | |
Kevin Coyle | |
| 8,571 | (4) | |
| * | |
Charles Benton | |
| 8,571 | (4) | |
| * | |
Edward Gildea | |
| 2,857 | (4) | |
| * | |
| |
| | | |
| | |
All Officers and Directors as a Group (7 persons) | |
| 48,118 | (4) | |
| * | |
| |
| | | |
| | |
Hudson Bay Master Fund Ltd. (5) | |
| 1,544,189 | (6) | |
| 9.99 | % |
Iroquois Master Fund Ltd. (7) | |
| 1,542,602 | (8) | |
| 9.99 | % |
Barry Honig | |
| 1,447,553 | (9) | |
| 9.42 | % |
Divya Thakur | |
| 1,464,767 | (10) | |
| 9.53 | % |
Ilya Subkhankulov | |
| 732,273 | (10) | |
| 5.00 | % |
|
(1) |
The address for each of our officers and directors is 521 Railroad Avenue, Suisun City, California 94585. |
|
(2) |
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of October 20, 2014 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. |
|
(3) |
Percentage based on 13,913,164 shares of common stock outstanding. |
|
(4) |
Includes the following number of shares of common stock which may be acquired by certain officers and directors through the exercise of stock options which were exercisable as of October 20, 2014 or become exercisable within 60 days of that date: Sebastian Giordano, 2,857 shares; Norm Dumbroff, 7,571 shares; Neil Hebenton, 7,571 shares; Kevin Coyle, 8,571 shares; Charles Benton, 8,571 shares; Edward Gildea, 2,857 shares; and all officers and directors as a group, 41,970 shares. |
|
(5) |
Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Sander Gerber disclaims beneficial ownership over these securities. |
|
(6) |
Represents shares of common stock issuable upon conversion of outstanding series F convertible preferred stock and series G convertible preferred stock and represents the maximum beneficial ownership percentage pursuant to exercise limitations contained within the series F convertible preferred stock and series G convertible preferred stock owned by this beneficial owner. |
|
(7) |
Iroquois Capital Management LLC (“Iroquois Capital”) is the investment manager of Iroquois Master Fund Ltd. (“IMF”). Consequently, Iroquois Capital has voting control and investment discretion over securities held by IMF. As managing members of Iroquois Capital, Joshua Silverman and Richard Abbe make voting and investment decisions on behalf of Iroquois Capital in their capacity as investment managers to IMF. As a result of the foregoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange of 1934, as amended) of these securities held by IMF. Notwithstanding the foregoing, Mr. Silverman and Mr. Abbe disclaim such beneficial ownership. |
|
(8) |
Includes 1,528,299 shares of common stock issuable upon conversion and/or exercise of outstanding secured convertible notes, series E convertible preferred stock and common stock purchase warrants and represents the maximum beneficial ownership percentage pursuant to exercise limitations contained within secured convertible notes, series E convertible preferred stock and common stock purchase warrants owned by this beneficial owner. |
|
(9) |
Includes 174,435 shares of common stock issuable upon exercise of outstanding common stock purchase warrants and 80,857 shares of common stock issuable upon conversion of series E convertible preferred stock owned directly by Mr. Honig, Also includes 6,824 shares of common stock, 424,326 shares of common stock issuable upon exercise of outstanding common stock purchase warrants, 38,571 shares of common stock issuable upon conversion of series E convertible preferred stock and 729,364 shares of common stock issuable upon conversion of secured convertible notes owned by GRQ Consultants Inc. 401K (“GRQ”). Mr. Honig has voting and dispositive power over the shares owned by GRQ. |
|
(10) |
Represents shares of common stock issuable upon conversion of outstanding secured convertible notes. |
HOUSEHOLDING OF PROXY STATEMENT
The rules promulgated
by the SEC permit companies, brokers, banks or other intermediaries to deliver a single copy of our proxy materials to households
at which two or more stockholders reside (“Householding”). Stockholders sharing an address who have been previously
notified by their broker, bank or other intermediary and have consented to Householding, either affirmatively or implicitly by
not objecting to Householding, received only one copy of our proxy materials. A stockholder who wishes to participate in Householding
in the future must contact his or her broker, bank or other intermediary directly to make such request. Alternatively, a stockholder
who wishes to revoke his or her consent to Householding and receive separate proxy materials for each stockholder sharing the same
address must contact his or her broker, bank or other intermediary to revoke such consent. Stockholders may also obtain a separate
proxy statement or may receive a printed or an e-mail copy of this proxy statement without charge by sending a written request
to WPCS International Incorporated, Attn: Corporate Secretary, 521 Railroad Avenue, Suisun City, California 94585 or by calling
us at (707) 421-1300. We will promptly deliver a copy of this proxy statement upon request. Householding does not apply to
stockholders with shares registered directly in their name.
WHERE YOU CAN FIND MORE INFORMATION;
INCORPORATION BY REFERENCE
The Company files annual,
quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document that the
Company files at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website at
www.sec.gov, from which interested persons can electronically access the Company’s SEC filings.
This proxy statement
incorporates by reference our annual report on Form 10-K for the year ended April 30, 2014 that we have previously filed with the
SEC. The Form 10-K contains important information about us and our financial condition and a copy is being delivered
together with this Proxy Statement.
Any person, including
any beneficial owner, to whom this proxy statement is delivered may request copies of proxy statements and any of the documents
incorporated by reference in this document or other information concerning us, without charge, by written request directed to the
attention of our Corporate Secretary at 521 Railroad Avenue, Suisun City, California 94585 or from the SEC through the SEC’s
website at the address provided above. Documents incorporated by reference are available without charge, excluding any
exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.
THIS PROXY STATEMENT DOES NOT CONSTITUTE
THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION
IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT TO
VOTE YOUR SHARES AT THE SPECIAL MEETING. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT
IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED NOVEMBER 3, 2014. YOU SHOULD NOT ASSUME THAT THE INFORMATION
CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS
DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.
OTHER BUSINESS
The Board of Directors
knows of no business to be brought before the Special Meeting other than as set forth above. If other matters properly come before
the stockholders at the meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on
such matters in accordance with their judgment.
By Order of the Board of Directors,
/s/ SEBASTIAN GIORDANO |
|
Sebastian Giordano |
|
Interim Chief Executive Officer |
|
Suisun City, California
November 3, 2014
Appendix A
Certificate of Amendment
of
Certificate of Incorporation
of
WPCS International Corporation
Under Section 242 of the Delaware General
Corporation Law
WPCS International
Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby
certifies as follows:
1. The certificate of incorporation of
the Corporation is hereby amended by replacing Article Fourth, in its entirety, with the following:
“ARTICLE 4: The Corporation
is authorized to issue two classes of stock. One class of stock shall be common stock, par value $0.0001. The second class of stock
shall be Preferred Stock, par value $0.0001. The Preferred Stock, or any series thereof, shall have such designations, preferences
and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall
be expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors and may be
made dependent upon facts ascertainable outside such resolution or resolutions of the Board of Directors, provided that the matter
in which such facts shall operate upon such designations, preferences, rights and qualifications; limitations or restrictions of
such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of
such stock by the Board of Directors.
The total number of shares of stock of
each class which the Corporation shall have authority to issue and the par value of each share of each class of stock are as follows:
Class |
|
Par Value |
|
|
Authorized Shares |
|
Common |
|
$ |
0.0001 |
|
|
|
75,000,000 |
|
Preferred |
|
$ |
0.0001 |
|
|
|
5,000,000 |
|
|
|
|
|
|
|
|
|
|
Totals: |
|
|
|
|
|
|
80,000,000 |
|
2. The foregoing amendment has been duly
adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of
a majority of each class of outstanding stock of the Corporation entitled to vote thereon.
IN WITNESS WHEREOF, I have signed this Certificate this ____
day of __________, 2014.
|
|
Sebastian Giordano
Interim Chief Executive Officer |
|
PROXY
WPCS INTERNATIONAL INCORPORATED
PROXY FOR SPECIAL MEETING TO BE HELD
ON DECEMBER 12, 2014
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies,
hereby appoints SEBASTIAN GIORDANO and CHARLES BENTON and each of them, with full power of substitution in each, as proxies for
the undersigned, to represent the undersigned and to vote all the shares of Common Stock of the Company which the undersigned would
be entitled to vote, as fully as the undersigned could vote and act if personally present, at the Special Meeting of Stockholders
(the “Meeting”) to be held on December 12, 2014, at 10:00 a.m., local time, at the offices of Sichenzia Ross Friedman
Ference LLP at 61 Broadway, 32nd Floor, New York, New York 10006 or at any adjournments or postponements thereof.
Should the undersigned be present and elect
to vote at the Meeting or at any adjournments or postponements thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder’s decision to terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be revoked by filing a written notice of revocation with
the Secretary of the Company or by duly executing a proxy bearing a later date.
In their discretion, the Proxies are authorized
to vote upon any other matter that may properly come before the meeting or any adjournments thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE SPECIFICATIONS MADE, BUT IF NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL LISTED ON THE REVERSE SIDE.
IMPORTANT—This Proxy must be signed
and dated on the reverse side.
▲ PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ▲ |
Important Notice Regarding the Availability of
Proxy Materials for the Special Meeting of Stockholders to be held December 12, 2014.
This Proxy Statement and our 2014 Annual Report
on Form 10-K are available at: http://www.viewproxy.com/wpcs/2014sm3.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR PROPOSAL 1
| 1. | Proposal to approve an amendment to the Company’s Certificate of Incorporation to increase
the Company’s authorized shares of common stock from 14,285,714 to 75,000,000. |
¨ FOR |
¨ AGAINST |
¨ ABSTAIN |
|
If you plan to attend the Special Meeting please mark this box o |
|
|
|
Dated: ____________________________________________, 2014 |
|
|
|
Signature ______________________________________________ |
|
|
|
Name (printed)_________________________________________ |
|
|
|
Title __________________________________________________ |
|
|
|
Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such. |
▲ PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ▲ |
CONTROL NUMBER
PROXY VOTING INSTRUCTIONS
Please have your 11 digit control number
ready when voting by Internet or Telephone
INTERNET
Vote Your Proxy on the Internet:
Go to www.cesvote.com
Have your proxy card available
when you access the above
website. Follow the prompts to
vote your shares. |
|
TELEPHONE
Vote Your Proxy by Phone:
Call 1 (888) 693-8683
Use any touch-tone telephone to
vote your proxy. Have your proxy
card available when you call.
Follow the voting instructions to
vote your shares. |
|
MAIL
Vote Your Proxy by Mail:
Mark, sign, and date your proxy
card, then detach it, and return it
in the postage-paid envelope
provided. |
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