UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 12, 2016
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 001-34643 | 98-0204758 | ||
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| Of Incorporation) | Identification No.) |
521 Railroad Avenue
Suisun City, California 94585
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (707) 421-1300
(Former Name or Former Address if Changed Since Last Report)
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On and effective January 12, 2016, the Board of Directors of WPCS International Incorporated (the “Company”) adopted an amendment to Article III, Section 3.05 of the amended and restated bylaws (the “Bylaws”) of the Company to delete language that stockholders may remove directors only for cause. Under the Delaware General Corporation Law (the “DGCL”), directors may be removed with or without cause in accordance with the requirements of the DGCL.
The foregoing summary of the amendment to the Bylaws is qualified in its entirety by reference to the amended form of the Bylaws filed as Exhibit 3.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit Number | Description |
| 3.1 | Amended and Restated Bylaws of WPCS International Incorporated as of January 12, 2016 |
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: January 13, 2016 | By: /s/ Sebastian Giordano |
| Name: Sebastian Giordano | |
| Title: Interim Chief Executive Officer | |