UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 Or 15(D) of The Securities Exchange Act of
1934
Date
of report (date of earliest event reported): May
3, 2006
WPCS
INTERNATIONAL INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-26277
|
98-0204758
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
One
East Uwchlan Avenue, Suite 301, Exton, PA 19341
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (610) 903-0400
Copy
of correspondence to:
Marc
J.
Ross, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Tel:
(212) 930-9700 Fax: (212) 930-9725
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
ITEM
1.01 Entry
into a Material Definitive Agreement
On
May 3,
2006, WPCS International Incorporated (the “Company”), entered into a binding
letter of intent to acquire New England Communications Systems, Inc. of
Middletown, Connecticut (“NECS”). The purchase price is $3,200,000 in cash,
subject to adjustment, and the assumption of approximately $1,400,000 of debt.
In connection with the acquisition, it is contemplated that certain current
officers of NECS will enter into employment agreements with NECS upon completion
of the acquisition. The closing of the acquisition is subject to the completion
of satisfactory due diligence by WPCS and other customary
conditions.
NECS
is a
provider of specialty communication systems and has deployed wireless networks
for many corporate, government and educational clients including the
Massachusetts State Police, University of Connecticut and Foxwoods Resort
Casino.
ITEM
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
| 10.1
|
Letter
Agreement between the Company and New England Communications Systems,
Inc., dated as of May 3, 2006
|
| 99.1
|
Press Release, dated May 3, 2006, issued by WPCS
International Incorporated. |
SIGNATURE
Pursuant
to the requirement of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
| |
|
|
| |
WPCS
INTERNATIONAL INCORPORATED |
|
|
|
| Date: May
9,
2006 |
By: |
/s/ ANDREW
HIDALGO |
| |
Andrew
Hidalgo |
| |
President
|