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): January 30,
2007
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.
Thomas
A.
Rose, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Tel:
(212) 930-9700 Fax: (212) 930-9725
ITEM
1.01 Entry
Into a Material Definitive Agreement; and
ITEM
3.02 Unregistered
Sales of Equity Securities
On
January 30, 2007, WPCS International Incorporated (the “Company”), sold an
aggregate of 1,109,023 shares of the Company’s common stock (“Common Stock”) to
12 investors for aggregate proceeds of $10,092,109. The Common Stock was issued
in a private placement transaction pursuant to Section 4(2) under the Securities
Act of 1933. Pursuant to the terms of sale, the Company agreed to cause a resale
registration statement covering the Common Stock to be filed no later than
30
days after the closing and declared effective no later than 120 days after
the
closing. If the Company fails to comply with the registration statement filing
or effective date requirements, it will be required to pay the investors a
fee
equal to 2% of the aggregate amount invested by the purchasers per each 30
day
period of delay, not to exceed 10%.
The
Company paid the placement agents of the offering a cash fee of 7% of the
proceeds of the offering.
A
copy of
the press release that discusses these matters is filed as Exhibit 99.1 to,
and
incorporated by reference in, this report. The information in this Current
Report is being furnished and shall not be deemed "filed" for the purposes
of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section. The information in this Current Report shall not
be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, except as shall be expressly set forth
by specific reference in any such filing.
ITEM
9.01 Financial
Statements and Exhibits.
| (a) |
Financial
statements of businesses acquired.
|
Not
Applicable.
| (b) |
Pro
forma financial information.
|
Not
Applicable.
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
INTERANTIONAL INCORPORATED |
|
|
|
| Date: February
1, 2007 |
By: |
/s/ ANDREW
HIDALGO |
| |
Andrew
Hidalgo |
| |
President
|
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