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): August 1,
2007
WPCS
INTERNATIONAL INCORPORATED
(Exact
name of registrant as specified in its charter)
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Delaware
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0-26277
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98-0204758
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|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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
61
Broadway
New
York,
New York 10006
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; and
ITEM
2.01 Completion
of Acquisition or Disposition of Assets
On
August
1, 2007, WPCS International Incorporated (the "Company"), acquired Major
Electric, Inc., a Washington corporation ("Major"). The purchase price was
$3,000,000 in cash, subject to adjustment, and 80,000 shares of common stock
of
the Company having a value of $1,000,000. In addition, the Company shall pay
an
additional $2,750,000 in cash or Company common stock if Major’s earnings before
interest and taxes for the year ending December 31, 2007 shall equal or exceed
$1,500,000. Major was acquired pursuant to a Stock Purchase Agreement among
WPCS
International Incorporated, Major, Frank Mauger, James Jordan and Todd Kahl,
dated as of August 1, 2007. In connection with the acquisition, Major entered
into employment agreements with Frank Mauger and James Jordan, for a period
of
one and two years, respectively.
Major
is
a wireless and electrical contractor specializing in direct digital controls,
security, wireless SCADA applications and wireless infrastructure services,
and
has completed major projects for many commercial entities.
On
August
2, 2007, the Company acquired Max Engineering LLC, a Texas limited liability
company ("Max"). The purchase price was $600,000 in cash, subject to adjustment,
and 17,007 shares of common stock of the Company having a value of $200,000.
In
addition, the Company shall pay an additional: (i) $350,000 in cash or Company
common stock if Max’s earnings before interest and taxes for the twelve months
period ending August 1, 2008 shall equal or exceed $275,000; and (ii) $375,000
in cash or Company common stock if Max’s earnings before interest and taxes for
the twelve months period ending August 1, 2009 shall equal or exceed $375,000.
Max was acquired pursuant to a Membership Interest Purchase Agreement among
WPCS
International Incorporated, Max, Hak-Fong Ma and Robert Winterhalter, dated
as
of August 2, 2007. In connection with the acquisition, Max entered into
employment agreements with Hak-Fong Ma and Robert Winterhalter, each for a
period of two years.
Max
is an
engineering firm that specializes in the design of specialty communication
systems and wireless infrastructure for the telecommunications, oil, gas and
wind energy markets.
ITEM
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
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.
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WPCS INTERNATIONAL
INCORPORATED |
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| Date: August
7, 2007 |
By: |
/s/ ANDREW
HIDALGO |
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Andrew
Hidalgo
Chief
Executive Officer
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