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): December 2,
2008
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)
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(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.
Thomas A.
Rose, Esq.
James M.
Turner, 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
8.01 Other Events
On
November 24, 2008, the Board of Directors of WPCS International Incorporated
(the “Company”) approved a stock repurchase program of up to two million shares
of the Company’s common stock over the next 12 months.
The share
repurchase program authorizes the Company to repurchase shares over the next
12 months, from time to time, through open market or privately negotiated
transactions. A Rule 10b5-1 repurchase plan will allow the Company to
purchase its shares at times when it ordinarily would not be in the market
because of self-imposed trading blackout periods. The number of shares to be
purchased and the timing of the purchases will be based on market conditions,
share price and other factors. The stock repurchase program does not require the
Company to repurchase any specific dollar value or number of shares and may be
modified, extended or terminated by the board of directors at any
time.
A copy of
the press release that discusses this matter 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.
(c) Exhibits.
99.1 Press
Release, dated December 2, 2008, issued by WPCS International
Incorporated.
SIGNATURE
Pursuant to the requirement of the
Securities 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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Dated: December
2, 2008
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By:
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/s/ JOSEPH
HEATER |
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Joseph
Heater |
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Chief
Financial Officer |
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