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): July 19, 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
ITEM
2.01 Completion
of Acquisition or Disposition of Assets
On
July
19, 2006, WPCS International Incorporated (the “Company”), acquired Southeastern
Communication Service, Inc. of Sarasota, Florida (“SECS”). The purchase price
was $1,800,000 in cash and 200,288 shares of common stock of the Company having
a value of $1,400,000. SECS was acquired pursuant to a Stock Purchase Agreement
among WPCS International Incorporated, SECS and the shareholders of SECS, dated
as of July 19, 2006. In connection with the acquisition, NECS entered into
employment agreements and a consulting agreement with certain officers or former
officers of SECS.
SECS
is a
provider of specialty communication systems and has deployed wireless networks
for many corporate, government and educational clients including the National
Oceanic and Atmospheric Administration (NOAA), Verizon, BellSouth, Comcast,
Time
Warner, University of Florida and Puerto Rico Telephone.
ITEM
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
| 10.1 |
Stock
Purchase Agreement, dated as of July 19, 2006, by and among WPCS
International Incorporated, SECS, and the shareholders of
SECS
|
| 10.2 |
Registration
Rights Agreement, dated as of July 19, 2006, by and among WPCS
International Incorporated, SECS, and the shareholders of
SECS
|
| 99.1 |
Registration
Rights Agreement, dated as of July 19, 2006, by and among WPCS
International Incorporated, SECS, and the shareholders of
SECS
|
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 |
|
|
|
| |
By: |
/s/ ANDREW
HIDALGO |
| |
Andrew
Hidalgo |
| |
Title President
|
Dated:
July 20, 2006