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 1, 2012
 
 
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)


Delaware
001-34643
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 and zip code)

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))
 
 
 
 
 

 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 1, 2012, WPCS International Incorporated (the “Company”), based on the recommendation of the Nomination Committee of the Board of Directors (the “Board”), appointed Charles F. Benton to the Board as an independent director. Mr. Benton has been named to serve on the Board’s Audit Committee and has been elected Chairman of the Audit Committee.

Since February 2008, Mr. Benton has served as the Director of Distribution Services – Supply Chain, for Charming Shoppes, Inc., a leading national specialty retailer of women’s apparel operating more than 1,800 retail stores throughout the United States.  Prior to that, from March 2006 to January 2008, he served as the Director of Finance – Supply Chain for Charming Shoppes, and from May 1999 to February 2006, as Manager of Finance – Supply Chain for Charming Shoppes.  Previously, Mr. Benton spent approximately 20 years managing business development, finance and operations for Consolidated Rail Corporation.  He holds a B.S. degree in accounting from St. Joseph’s University in Philadelphia, Pennsylvania.

There is no understanding or arrangement between Mr. Benton and any other person pursuant to which Mr. Benton was selected as a director.  Mr. Benton does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or executive officer.

ITEM 7.01 
Regulation FD Disclosure.
 
On June 27, 2012, the Company issued a press release relating to the appointment of Mr. Charles Benton, as discussed in Item 5.02 above. A copy of the press release that discusses this matter is filed as Exhibit 99.01 to, and incorporated by reference in, this report.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.01, is furnished pursuant to, and shall not be deemed to be "filed" for the purposes of, Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  The information contained in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or any other document filed pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.  By filing this Current Report on Form 8-K and furnishing the information contained in this Item 7.01, including Exhibit 99.01, the Company makes no admission as to the materiality of any such information that it is furnishing.

ITEM 9.01   
Financial Statements and Exhibits.

(d)           Exhibits.

99.01
Press Release, issued by WPCS International Incorporated on June 27, 2012.



 
 
 





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.

 
WPCS INTERNATIONAL INCORPORATED
  
       
Date:  July 3, 2012
By:
/s/ JOSEPH HEATER  
   
Joseph Heater
  
   
Chief Financial Officer