As filed with the Securities and Exchange Commission on September 21, 2005
Reg. No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WPCS International Incorporated
(Exact name of registrant as specified in its charter)
Delaware 98-0204758
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
One East Uwchlan Avenue
Suite 301
Exton, PA 19341
(Address of principal executive offices) (Zip Code)
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2002 EMPLOYEE STOCK OPTION PLAN
2006 INCENTIVE STOCK PLAN
(Full title of plan)
--------------------------------
Andrew Hidalgo, Chief Executive Officer
WPCS INTERNATIONAL INCORPORATED
One East Uwchlan Avenue
Suite 301
Exton, PA 19341
(Name and address of agent for service)
(610) 903-0400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price Aggregate offering Amount of
to be registered Registered per share* Price Registration fee
- ----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock 795,417 $7.025 $5,587,804.43 $657.68
($.0001 par value)
- ----------------------- --------------------- -------------------- --------------------- --------------------
* Estimated solely for the purpose of determining the amount of registration fee
and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the average of the high and low
selling prices per share of Common Stock of WPCS International Incorporated on
September 20, 2005.
Prospectus
WPCS INTERNATIONAL INCORPORATED
795,417 SHARES OF COMMON STOCK
issuable pursuant to the
2002 EMPLOYEE STOCK OPTION PLAN AND
2006 INCENTIVE STOCK PLAN
This prospectus relates to the sale of up to 795,417 shares of common stock
of WPCS International Incorporated, including 395,417 shares of common stock
issuable in connection with our 2002 Employee Stock Option Plan and 400,000
shares of common stock issuable in connection with our 2006 Incentive Stock
Plan. The shares may be offered by the selling stockholders from time to time in
regular brokerage transactions, in transactions directly with market makers or
in certain privately negotiated transactions. For additional information on the
methods of sale, you should refer to the section entitled "Plan of
Distribution." We will not receive any of the proceeds from the sale of the
shares by the selling stockholders. Each of the selling stockholders may be
deemed to be an "underwriter," as such term is defined in the Securities Act of
1933.
Our common stock trades on the Nasdaq SmallCap Market under the symbol
"WPCS." On September 20, 2005, the closing sale price of the common stock was
$7.00 share. The securities offered hereby are speculative and involve a high
degree of risk and substantial dilution. Only investors who can bear the risk of
loss of their entire investment should invest. See "Risk Factors" beginning on
page 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is September 21, 2005.
2
TABLE OF CONTENTS
PAGE
Prospectus Summary 4
Risk Factors 5
Selling Stockholders 8
Plan of Distribution 12
Disclosure of Commission Position on Indemnification For Securities Act Liabilities 13
Available Information 14
Incorporation of Certain Documents by Reference 15
Interests of Named Experts and Counsel 15
3
PROSPECTUS SUMMARY
GENERAL OVERVIEW
Summary
- -------
WPCS International Incorporated is an engineering company that focuses on
the implementation requirements of wireless technology and specialty
communication systems. We provide a range of services including site design,
product integration, security, structured cabling, construction and project
management. These projects may require the integration of multiple communication
components and engineering services in order to complete the customer's
requirements for the deployment of a wireless or specialty communication system.
We have an extensive customer base that includes many major corporations,
government entities and educational institutions in two segments. We generate
our revenue by providing engineering services that focus on wireless technology
and specialty communication systems. We have two reportable segments, specialty
communication systems and wireless infrastructure services.
WPCS is a complete project engineering company with design and build
capabilities. We have certified engineers and project managers that are capable
of providing services that take advantage of today's technology while looking
forward to tomorrow's emerging technologies. We have designed and implemented
unique specialty communication systems for public safety, healthcare, homeland
security, hospitality services and gaming applications that have improved not
only communication capability, but also the customer's productivity. WPCS
maintains a union and non-union workforce that is trained and certified in OSHA
safety parameters and all regulations pertaining to communications deployment.
We are also equipped to offer the following standard services: wireless
distribution systems, RCDD design, network integration, video security, fiber
optic cabling, telecommunication systems, audio/visual systems, construction and
trenching.
Wireless infrastructure services include the internal and external design
and installation of a wireless solution to support data, voice or video
transmission between two or more points without the utilization of landline
infrastructure. Wireless infrastructure services includes radio frequency
engineering, site survey and design to determine terrain status and where
mounting and alignment will occur and spectrum analysis to study the performance
of licensed and unlicensed frequencies for a specific area. Also, we mount and
align equipment and integrate the products into one system, and finally test,
document and support the installation. We also provide network security,
training and technical support.
Our principal offices are located at One East Uwchlan Avenue, Suite 301,
Exton, PA 19341. Our telephone number is (610) 903-0400. We are a Delaware
corporation.
THE OFFERING
Shares of common stock outstanding prior to this offering....................... 3,883,885
Shares offered in this prospectus............................................... 795,417
Total shares outstanding after this offering ................................... 4,679,302
Use of proceeds ................................................................ We will not receive any proceeds from the sale of
the shares of common stock offered in this
prospectus; provided, however, we may receive
funds upon exercise of stock options that will be
utilized for working capital.
4
RISK FACTORS
WE MAY BE UNABLE TO OBTAIN THE ADDITIONAL CAPITAL REQUIRED TO GROW OUR BUSINESS.
WE MAY HAVE TO CURTAIL OUR BUSINESS IF WE CANNOT FIND ADEQUATE FUNDING.
Our ability to grow depends significantly on our ability to expand our
operations through internal growth and by acquiring other companies or assets
that require significant capital resources. We may need to seek additional
capital from public or private equity or debt sources to fund our growth and
operating plans and respond to other contingencies such as:
o shortfalls in anticipated revenues or increases in expenses;
o the development of new services; or
o the expansion of our operations, including the recruitment of
additional personnel.
We cannot be certain that we will be able to raise additional capital in
the future on terms acceptable to us or at all. If alternative sources of
financing are insufficient or unavailable, we may be required to modify our
growth and operating plans in accordance with the extent of available financing.
OUR SUCCESS IS DEPENDENT ON GROWTH IN THE DEPLOYMENT OF WIRELESS NETWORKS, AND
TO THE EXTENT THAT SUCH GROWTH SLOWS DOWN, OUR BUSINESS MAY BE HARMED.
The wireless industry has historically experienced a dramatic rate of
growth both in the United States and internationally. Recently, however, many
end users have been re-evaluating their network deployment plans in response to
downturns in the capital markets, changing perceptions regarding industry
growth, the adoption of new wireless technologies, increased price competition
and a general economic slowdown in the United States and internationally. It is
difficult to predict whether these changes will result in a downturn in the
wireless industry. If the rate of growth should slow down and end users continue
to reduce their capital investments in wireless infrastructure or fail to expand
their networks, our operating results may decline which could cause a decline in
our profits.
The uncertainty associated with rapidly changing wireless technologies may
also continue to negatively impact the rate of deployment of wireless networks
and the demand for our services. End users face significant challenges in
assessing their bandwidth demands and in acceptance of rapidly changing enhanced
wireless capabilities. If end users continue to perceive that the rate of
acceptance of next generation wireless products will grow more slowly than
previously expected, they may, as a result, continue to slow their deployment of
next generation wireless technologies. Any significant slowdown will reduce the
demand for our services and would result in negative net growth, net losses, and
potentially a reduction in our business operations.
THE INCREASE OF SERVICES OFFERED BY EQUIPMENT VENDORS COULD CAUSE A REDUCTION IN
DEMAND FOR OUR SERVICES.
Recently, the wireless equipment vendors have increased the services they
offer for their technology. This activity and the potential continuing trend
towards offering services may lead to a greater ability among equipment vendors
to provide a comprehensive range of wireless services, and may simplify
integration and installation, which could lead to a reduction in demand for our
services. Moreover, by offering certain services to end users, equipment vendors
could reduce the number of our current or potential customers and increase the
bargaining power of our remaining customers, which may result in a decline in
our net revenue and profits.
OUR QUARTERLY RESULTS FLUCTUATE AND MAY CAUSE OUR STOCK PRICE TO DECLINE.
Our quarterly operating results have fluctuated in the past and will likely
fluctuate in the future. As a result, we believe that period to period
comparisons of our results of operations are not a good indication of our future
performance. A number of factors, many of which are outside of our control, are
likely to cause these fluctuations.
The factors outside of our control include:
o Wireless market conditions and economic conditions generally;
5
o Timing and volume of customers' specialty communication projects;
o The timing and size of wireless deployments by end users;
o Fluctuations in demand for our services;
o Changes in our mix of customers' projects and business activities;
o The length of sales cycles;
o Adverse weather conditions, particularly during the winter season,
could effect our ability to render specialty communication services in
certain regions of the United States;
o The ability of certain customers to sustain capital resources to pay
their trade accounts receivable balances;
o Reductions in the prices of services offered by our competitors; and
o Costs of integrating technologies or businesses that we add.
The factors substantially within our control include:
o Changes in the actual and estimated costs and time to complete
fixed-price, time-certain projects that may result in revenue
adjustments for contracts where revenue is recognized under the
percentage of completion method;
o The timing of expansion into new markets, both domestically and
internationally;
o Costs incurred to support internal growth and acquisitions;
o Fluctuations in operating results caused by acquisitions; and
o The timing and payments associated with possible acquisitions.
Because our operating results may vary significantly from quarter to
quarter, our operating results may not meet the expectations of securities
analysts and investors, and our common stock could decline significantly which
may expose us to risks of securities litigation, impair our ability to attract
and retain qualified individuals using equity incentives and make it more
difficult to complete acquisitions using equity as consideration.
FAILURE TO KEEP PACE WITH THE LATEST TECHNOLOGICAL CHANGES COULD RESULT IN
DECREASED REVENUES.
The market for our services is characterized by rapid change and
technological improvements. Failure to respond in a timely and cost-effective
way to these technological developments could result in serious harm to our
business and operating results. We have derived, and we expect to continue to
derive, a substantial portion of our revenues from creating wireless networks
that are based upon today's leading technologies and that are capable of
adapting to future technologies. As a result, our success will depend, in part,
on our ability to develop and market service offerings that respond in a timely
manner to the technological advances of our customers, evolving industry
standards and changing client preferences.
FAILURE TO PROPERLY MANAGE PROJECTS MAY RESULT IN COSTS OR CLAIMS.
Our engagements often involve large scale, highly complex projects
involving wireless networks and specialty communication systems utilizing
leading technology. The quality of our performance on such projects depends in
large part upon our ability to manage the relationship with our customers, and
to effectively manage the project and deploy appropriate resources, including
third-party contractors, and our own personnel, in a timely manner. Any defects
or errors or failure to meet clients' expectations could result in claims for
substantial damages against us. Our contracts generally limit our liability for
damages that arise from negligent acts, error, mistakes or omissions in
rendering services to our clients. However, we cannot be sure that these
contractual provisions will protect us from liability for damages in the event
we are sued. In addition, in certain instances, we guarantee customers that we
will complete a project by a scheduled date or that the network will achieve
certain performance standards. As a result, we often have to make judgments
concerning time and labor costs. If the project or network experiences a
performance problem, we may not be able to recover the additional costs we will
6
incur, which could exceed revenues realized from a project. Finally, if we
miscalculate the resources or time we need to complete a project with capped or
fixed fees, our operating results could seriously decline.
POTENTIAL FUTURE ACQUISITIONS COULD BE DIFFICULT TO INTEGRATE, DISRUPT OUR
BUSINESS, DILUTE STOCKHOLDER VALUE AND ADVERSELY AFFECT OUR OPERATING RESULTS.
Since November 13, 2002, we have acquired five companies and we intend to
further expand our operations through targeted, strategic acquisitions over
time. This may require significant management time and financial resources
because we may need to integrate widely dispersed operations with distinct
corporate cultures. Our failure to manage future acquisitions successfully could
seriously harm our operating results. Also, acquisition costs could cause our
quarterly operating results to vary significantly. Furthermore, our stockholders
would be diluted if we financed the acquisitions by incurring convertible debt
or issuing securities. Although we currently only have operations within the
United States, if we were to acquire an international operation; we will face
additional risks, including:
o difficulties in staffing, managing and integrating international
operations due to language, cultural or other differences;
o different or conflicting regulatory or legal requirements;
o foreign currency fluctuations; and
o diversion of significant time and attention of our management.
7
SELLING STOCKHOLDERS
The table below sets forth information concerning the resale of the shares
of common stock by the selling stockholders upon exercise of stock options, if
any. We will not receive any proceeds from the resale of the common stock by the
selling stockholders; provided, however, we may receive funds if the stock
options are exercised on a cash basis, which such funds, if any, will be
utilized for working capital.
The following table also sets forth the name of each person who is offering
the resale of shares of common stock by this prospectus, the number of shares of
common stock beneficially owned by each person, the number of shares of common
stock that may be sold in this offering and the number of shares of common stock
each person will own after the offering, assuming they sell all of the shares
offered.
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING AFTER THE OFFERING
------------------------------------ ------------------------------------
TOTAL
NAME NUMBER PERCENT SHARES OFFERED NUMBER PERCENT
- ---------------------- ----------------- ------------------ ----------------- ----------------- -----------------
Brent Appleton (1) 125 * 125 0 *
Robert Appleton (1) 250 * 250 0 *
Marilyn Auch (1) 1,000 * 1,000 0 *
Kathy Barnes (1) 1,084 * 1,084 0 *
Jennene Baxley (1) 1,000 * 1,000 0 *
Jason Borrero (1) 125 * 125 0 *
Thomas Branella (1) 167 * 167 0 *
Ed Brennan (1) 250 * 250 0 *
Joseph Burd (1) 1,000 * 1,000 0 *
Francis Calcagno (2) 1,250 * 1,250 0 *
Michael Caponi (1) 2,167 * 2,167 0 *
Frank Clarici (1) 250 * 250 0 *
Christian Clumpus (1) 125 * 125 0 *
Mike Cohn (1) 834 * 834 0 *
Dan Conrad (1) 1,000 * 1,000 0 *
Dick Cottrell (1) 500 * 500 0 *
Jonathan Cox (1) 334 * 334 0 *
Ronald Cox (1) 334 * 334 0 *
John Daddario (1) 167 * 167 0 *
John F. Doss (2) 1,250 * 1,250 0 *
John R. Doss (2) 35,186 * 16,667 18,519 *
Norm Dumbroff (4) 75,002 1.93% 4,168 70,834 1.51%
Cheri Edwards (1) 353 * 353 0 *
Tony Elmore (1) 500 * 500 0 *
Marilyn Engelking (1) 2,084 * 2,084 0 *
Barry R. Evans (1) 300 * 300 0 *
8
Tammy Evans (1) 5,001 * 5,001 0 *
Richard Fann (1) 7,334 * 7,334 0 *
Brian Foehl (1) 500 * 500 0 *
Brian Fortier (1) 5,000 * 5,000 0 *
Lynette Gamenara (1) 1,918 * 1,918 0 *
Richard Goldberg (1) 500 * 500 0 *
Kevin Gove (1) 928 * 928 0 *
Gary Haas (1) 500 * 500 0 *
Michael Haas (1) 334 * 334 0 *
Matthew Haber (1) 5,000 * 5,000 0 *
Robert Haber (1) 417 * 417 0 *
Robert Haber Jr. (1) 1,000 * 1,000 0 *
Tim Headrick (1) 2,084 * 2,084 0 *
Joseph Heater (3) 68,334 1.73% 68,334 0 *
Neil Hebenton (4) 6,252 * 6,252 0 *
Todd Heinemeyer (1) 1,000 * 1,000 0 *
James J. Heinz (3) 69,524 1.79% 10,000 59,524 1.27%
Andrew Hidalgo (3) (4) 425,626 10.54% 146,409 279,217 5.96%
Dean Hydos (1) 334 * 334 0 *
William B. Johnson (1) 200 * 200 0 *
Edward Jones (1) 513 * 513 0 *
Maria Juarez (1) 1,918 * 1,918 0 *
Michael Kerwick (1) 1,000 * 1,000 0 *
Jason Kessler (1) 125 * 125 0 *
Sharon Kraus (1) 1,625 * 1,625 0 *
Kenneth Lamastra (1) 334 * 334 0 *
Charles Liedy (1) 334 * 334 0 *
Carol Lindley (1) 2,250 * 2,250 0 *
Steven Little (1) 167 * 167 0 *
Glenn Littman (1) 334 * 334 0 *
Roberta Lo Schiavo (1) 1,250 * 1,250 0 *
Charles Madenford (1) 4,584 * 4,584 0 *
Amy McCoy (1) 5,000 * 5,000 0 *
Richard McGowan (1) 334 * 334 0 *
Kevin Murphy (2) 1,250 * 1,250 0 *
Virginia Naples (1) 167 * 167 0 *
Jeff O'Brien (1) 2,167 * 2,167 0 *
Phil Payne (1) 500 * 500 0 *
Eric Petersen (1) 209 * 209 0 *
9
Wayne Price (1) 792 * 792 0 *
Jorge Rey-Prada (1) 1,000 * 1,000 0 *
Margie Rieche (1) 250 * 250 0 *
Joshua Roberson (1) 700 * 700 0 *
Lester Roberson (1) 842 * 842 0 *
Stephanie Romacker (1) 1,084 * 1,084 0 *
Richard Schubiger (3) 10,000 * 10,000 0 *
Andrew Shoffner (1) 5,417 * 4,167 1,250 *
Anthony Simone (1) 334 * 334 0 *
Joseph Simone (1) 250 * 250 0 *
Gary Smith (1) 269 * 269 0 *
Linda Spering (1) 1,250 * 1,250 0 *
Heather Tocket (1) 2,500 * 2,500 0 *
Timothy Treshock (1) 167 * 167 0 *
Cathie Tricinelli (1) 84 * 84 0 *
Antonio Vazquez (1) 209 * 209 0 *
Louis Vogel (2) 167 * 167 0 *
Donald Walker (3) 32,721 * 16,667 16,054 *
Gary Walker (1) (4) 96,315 2.47% 18,751 77,564 1.66%
Wayne Watkins (1) 125 * 125 0 *
William Whitehead (4) 10,419 * 10,419 0 *
James W. Wright (1) 500 * 500 0 *
Steve Yerkey (1) 500 * 500 0 *
* Less than one percent.
The number and percentage of shares beneficially owned is determined
in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and
the information is not necessarily indicative of beneficial ownership for
any other purpose. Under such rule, beneficial ownership includes any
shares as to which the selling stockholder has sole or shared voting power
or investment power and also any shares which the selling stockholder has
the right to acquire within 60 days. Shares owned prior to the offering
include the shares issuable upon exercise of the options set forth in the
"Total Shares Offered" column. The above percentages are based on 3,883,885
shares of common stock outstanding prior to the offering and 4,679,302
shares of common stock outstanding after the offering.
Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect
to the shares shown. Except where indicated by footnote and subject to
community property laws where applicable, the persons named in the table
have sole voting and investment power with respect to all shares of voting
securities shown as beneficially owned by them. Percentages are based upon
the assumption that each shareholder has exercised all of the currently
exercisable options he or she owns which are currently exercisable or
exercisable within 60 days and that no other shareholder has exercised any
options he or she owns. The address of each of the above selling
shareholders is c/o WPCS International Incorporated, One East Uwchlan
Avenue, Suite 301, Exton, PA 19341.
10
(1) An employee of the Company.
(2) A consultant of the Company.
(3) An officer of the Company.
(4) A director of the Company.
11
PLAN OF DISTRIBUTION
Sales of the shares may be effected by or for the account of the selling
stockholders from time to time in transactions (which may include block
transactions) on the Nasdaq SmallCap Market, in negotiated transactions, through
a combination of such methods of sale, or otherwise, at fixed prices that may be
changed, at market prices prevailing at the time of sale or at negotiated
prices. The selling stockholders may effect such transactions by selling the
shares directly to purchasers, through broker-dealers acting as agents of the
selling stockholders, or to broker-dealers acting as agents for the selling
stockholders, or to broker-dealers who may purchase shares as principals and
thereafter sell the shares from time to time in transactions (which may include
block transactions) on the Nasdaq SmallCap Market, in negotiated transactions,
through a combination of such methods of sale, or otherwise. In effecting sales,
broker-dealers engaged by a selling stockholder may arrange for other
broker-dealers to participate. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of the shares for whom such
broker-dealers may act as agents or to whom they may sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The selling stockholders and any broker-dealers or agents that participate
with the selling stockholders in the distribution of the shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933. Any
commissions paid or any discounts or concessions allowed to any such persons,
and any profits received on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act of
1933.
We have agreed to bear all expenses of registration of the shares other
than legal fees and expenses, if any, of counsel or other advisors of the
selling stockholders. The selling stockholders will bear any commissions,
discounts, concessions or other fees, if any, payable to broker-dealers in
connection with any sale of their shares.
We have agreed to indemnify the selling stockholders, or their transferees
or assignees, against certain liabilities, including liabilities under the
Securities Act of 1933 or to contribute to payments the selling stockholders or
their respective pledgees, donees, transferees or other successors in interest,
may be required to make in respect thereof
12
INFORMATION INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference certain of our publicly-filed documents into this prospectus, which
means that such information is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under all
documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until the selling stockholders have sold
all of the shares offered hereby or such shares have been deregistered.
The following documents filed with the SEC are incorporated herein by reference:
o Reference is made to the Registrant's annual report on Form 10-KSB, as
filed with the SEC on July 29, 2005, which is hereby incorporated by
reference.
o Reference is made to the Registrant's definitive proxy statement on
Form 14A, as filed with the SEC on August 11, 2005, which is hereby
incorporated by reference.
o Reference is made to the Registrant's current report on Form 8-K, as
filed with the SEC on September 14, 2005, which is hereby incorporated
by reference.
o Reference is made to the Registrant's quarterly report on Form 10-QSB,
as filed with the SEC on September 14, 2005, which is hereby
incorporated by reference.
We will provide without charge to each person to whom a copy of this
prospectus has been delivered, on written or oral request a copy of any or all
of the documents incorporated by reference in this prospectus, other than
exhibits to such documents. Written or oral requests for such copies should be
directed to Joseph Heater, Chief Financial Officer, WPCS International
Incorporated, One East Uwchlan Avenue, Suite 301, Exton, PA 19341.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our Certificate of Incorporation, as amended, provide to the fullest extent
permitted by Delaware law, a director or officer of our company shall not be
personally liable to us or our shareholders for damages for breach of such
director's or officer's fiduciary duty. The effect of this provision of our
Certificate of Incorporation, as amended, is to eliminate the right of our
company and our shareholders (through shareholders' derivative suits on behalf
of our company) to recover damages against a director or officer for breach of
the fiduciary duty of care as a director or officer (including breaches
resulting from negligent or grossly negligent behavior), except under certain
situations defined by statute. We believe that the indemnification provisions in
our Certificate of Incorporation, as amended, are necessary to attract and
retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to its directors, officers and controlling persons pursuant to
the foregoing provisions or otherwise, we have been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
13
ADDITIONAL INFORMATION AVAILABLE TO YOU
This prospectus is part of a Registration Statement on Form S-8 that we
filed with the SEC. Certain information in the Registration Statement has been
omitted from this prospectus in accordance with the rules of the SEC. We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You can inspect and copy the Registration Statement as well as
reports, proxy statements and other information we have filed with the SEC at
the public reference room maintained by the SEC at 100 F Street, NE, Washington,
D.C. 20549. You can obtain copies from the public reference room of the SEC at
100 F Street, NE, Washington, D.C. 20549, upon payment of certain fees. We are
also required to file electronic versions of these documents with the SEC, which
may be accessed through the SEC's World Wide Web site at http://www.sec.gov. Our
common stock is quoted on the Nasdaq SmallCap Stock Market.
No dealer, salesperson or other person is authorized to give any
information or to make any representations other than those contained in this
prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by us. This prospectus does not
constitute an offer to buy any security other than the securities offered by
this prospectus, or an offer to sell or a solicitation of an offer to buy any
securities by any person in any jurisdiction where such offer or solicitation is
not authorized or is unlawful. Neither delivery of this prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of our company since the date hereof.
-------------------------
SHARES OF COMMON STOCK
------------------------
PROSPECTUS
---------------
September 21, 2005
14
PART I
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Item 1 will be sent
or given to participants in the Registrant's 2002 Employee Stock Option Plan and
2006 Incentive Stock Plan as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not required to
be and are not filed with the Securities and Exchange Commission (the "SEC")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION, 2002 EMPLOYEE STOCK OPTION PLAN INFORMATION AND
2006 INCENTIVE STOCK PLAN INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees, non-employee directors and
consultants, pursuant to Rule 428(b) or additional information about the 2002
Employee Stock Option Plan or 2006 Incentive Stock Plan are available without
charge by contacting:
Joseph Heater, Chief Financial Officer
WPCS International Incorporated
One East Uwchlan Avenue
Suite 301
Exton, PA 19341
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents:
o Reference is made to the Registrant's annual report on Form 10-KSB, as
filed with the SEC on July 29, 2005, which is hereby incorporated by
reference.
o Reference is made to the Registrant's definitive proxy statement on
Form 14A, as filed with the SEC on August 11, 2005, which is hereby
incorporated by reference.
o Reference is made to the Registrant's current report on Form 8-K, as
filed with the SEC on September 14, 2005, which is hereby incorporated
by reference.
o Reference is made to the Registrant's quarterly report on Form 10-QSB,
as filed with the SEC on September 14, 2005, which is hereby
incorporated by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
15
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. The Company's
Certificate of Incorporation provides that no director of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director except as limited by Delaware law. The
Company's Bylaws provide that the Company shall indemnify to the full extent
authorized by law each of its directors and officers against expenses incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an agent of the corporation.
Insofar as indemnification for liabilities may be invoked to disclaim
liability for damages arising under the Securities Act of 1933, as amended, or
the Securities Act of 1934, (collectively, the "Acts") as amended, it is the
position of the Securities and Exchange Commission that such indemnification is
against public policy as expressed in the Acts and are therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
- ------ -------
4.1 2002 Employee Stock Option Plan, filed as an exhibit to the annual
report on Form 10-KSB, filed with the Securities and Exchange
Commission on August 14, 2003 and incorporated herein by reference.
4.2 2006 Incentive Stock Plan
5.1 Opinion of Sichenzia Ross Friedman Ference LLP
23.1 Consent of J.H.Cohn LLP, Independent Registered Public Accounting Firm
23.2 Consent of Sichenzia Ross Friedman Ference LLP is contained in Exhibit
5.1.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
17
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of an amendment to a filing on Form S-8 and authorized this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Exton, State of Pennsylvania on September 21, 2005.
WPCS INTERNATIONAL INCORPORATED
/s/ ANDREW HIDALGO
-------------------------------------
Andrew Hidalgo
Chief Executive Officer (Principal
Executive Officer) and Director
/s/ JOSEPH HEATER
-------------------------------------
Joseph Heater
Chief Financial Officer (Principal
Accounting and Financial Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities stated, on September 21, 2005.
/s/ ANDREW HIDALGO
-------------------------------------
Andrew Hidalgo
Chief Executive Officer
(Principal Executive Officer) and Director
/s/ JOSEPH HEATER
-------------------------------------
Joseph Heater
Chief Financial Officer
(Principal Accounting and Financial Officer)
--------------------------------------
Norm Dumbroff
Director
-------------------------------------
Neil Hebenton
Director
/s/ GARY WALKER
-------------------------------------
Gary Walker
Director
/s/ WILLIAM WHITEHEAD
-------------------------------------
William Whitehead
Director
18