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): November 4,
2009
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)
|
(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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01
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Entry
into a Material Definitive Agreement;
and
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ITEM
2.01
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Completion
of Acquisition or Disposition of
Assets
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On
November 4, 2009, WPCS International Incorporated (the "Company"), acquired The
Pride Group (QLD) Pty Ltd, an Australian corporation ("Pride"). The purchase
price was an amount up to AUD$4,000,000, of which, AUD$2,000,000 was paid upon
closing and up to an additional AUD$2,000,000 will be payable by the
Company based upon the achievement of certain future results of operations
targets over each of the next two years. The sellers will be paid
AUD$1,000,000 if Pride’s earnings before interest and taxes (“EBIT”) for the
twelve month period ended October 31, 2010 equals or exceeds AUD$1,200,000 (the
“Target Amount”) and another AUD$1,000,000 if Pride’s EBIT for the twelve month
period ended October 31, 2011 equals or exceeds the Target Amount. In
the event that Pride’s EBIT is less than the Target Amount for either measuring
period, such AUD$1,000,000 payment will be reduced by the percentage of the
shortfall between the actual EBIT and the Target Amount.
Pride was
acquired pursuant to a Share Purchase Agreement among WPCS Australia Pty Ltd., a
wholly-owned subsidiary of the Company, Pride, Robin Edwin William Paynter,
Peter Stewart McDonald, Nigel Kernick, Mark Stephen Eaton, Paynter Family Trust,
ESF Trust and Mullane Family Trust, dated as of November 4, 2009. In connection
with the acquisition, WPCS Australia Pty Ltd. entered into an employment
agreement with Robert Edwin William Paynter for a period of three years and
Pride entered into employment agreements with Stephen Paul Mullane and Mark
Stephen Eaton for periods of three years.
Pride is
an electrical and security services provider specializing in the commercial and
government sectors. The company focuses on low voltage security installations,
alarm systems, video surveillance and access controls and maintains a strong
customer base which includes the Queensland Police, Queensland Rail, Sunshine
Coast District Health Service and General Water Australia.
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ITEM
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
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10.1
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Form
of Share Purchase Agreement, dated as of November 4, 2009, by and among
WPCS Australia Pty Ltd., The Pride Group (QLD) Pty Ltd, Robin Edwin
William Paynter, Peter Stewart McDonald, Nigel Kernick, Mark Stephen
Eaton, Paynter Family Trust, ESF Trust and Mullane Family
Trust
|
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10.2
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Form
of Escrow Agreement, dated as of November 4, 2009, by and among WPCS
Australia Pty Ltd., The Pride Group (QLD) Pty Ltd, Robin Edwin William
Paynter, Peter Stewart McDonald, Nigel Kernick, Mark Stephen Eaton,
Paynter Family Trust, ESF Trust, Mullane Family Trust and Mullins
Lawyers
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99.1
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Press
Release, dated November 4, 2009, issued by WPCS International
Incorporated.
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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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Date: November
6, 2009
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By: /s/ JOSEPH
HEATER
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Joseph
Heater
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Chief
Financial Officer
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3