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):
August 14, 2015
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in
its charter)
Delaware |
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001-34643 |
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98-0204758 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
Of Incorporation) |
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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 2.01 |
Completion of Acquisition or Disposition
of Assets.
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As previously reported on a Current Report
on Form 8-K filed on June 8, 2015, WPCS International Incorporated (the “Company”) entered into an Interest Purchase
Agreement with Halcyon Coast Investment (Canada) Ltd. to sell the Company’s 60% joint venture and profit interest in Tai’an
AGS Pipeline Construction Co. Ltd., a contractual joint venture established in accordance with the laws of the People’s Republic
of China in an all-cash transaction, for a price of $1,500,000. This transaction closed, and the remaining purchase price was paid,
on August 14, 2015.
A copy of the press release that discusses
this matter is filed as Exhibit 99.1 to this report.
Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
The exhibits listed in the following Exhibit
Index are filed as part of this Current Report on Form 8-K.
Exhibit Number |
Description |
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99.1 |
Press Release, August 17, 2015 |
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: August 19, 2015 |
By: |
/s/ Sebastian Giordano |
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Name: |
Sebastian Giordano |
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Title: |
Interim Chief Executive Officer |
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Exhibit 99.1
WPCS Closes on the Sale of
its
Interest in China Operations
Company Nets $1.3 Million
in All-Cash Deal
SUISUN CITY, CA - (Marketwired - August 17, 2015) - WPCS
International Incorporated (NASDAQ:WPCS), which specializes in contracting services for communications infrastructure, announced
today that on August 14, 2015, it closed on the sale of its 60% joint venture and profit interest in Tai’an AGS Pipeline
Construction Co. Ltd., a contractual joint venture established in accordance with the laws of the People’s Republic of China
(“TAGS”), to Canada-based Halcyon Coast Investment Ltd. (“HCI”). On August 5, 2015, the Company had received
the requisite approval from the Tai’an Bureau of Commerce and Industry, which enabled the parties to finalize the transaction.
According to Interim CEO Sebastian Giordano, "Having recently
completed a $1,575,000 equity financing and secured a $1,000,000 line of credit, the remaining $1,150,000 of net proceeds from
this transaction improves our liquidity even further.”
On June 3, 2015, the Company
had entered into an agreement with HCI to sell TAGS in an "as-is", all-cash transaction, for a total purchase price of
$1,500,000 and received a $150,000 refundable deposit at signing. Upon closing, the Company received the remaining cash proceeds
of $1,350,000, of which (i) it paid approximately $100,000 in a broker’s fee and (ii) $100,000 will be held in escrow, for
up to one year from the date of the closing, pending a final determination by the Chinese government with respect to any tax obligations
arising from the transaction. Otherwise, the transaction is not subject to any further post-closing adjustments.
“I am very pleased
to announce that this divestiture represents the final step in the restructuring plan we initiated back in August 2013. With our
profitable Suisun Operation and the recent announcement that we have retained WestPark Capital as the Company’s investment
banker, we will be concentrating exclusively on growing our business both organically and strategically, the goal of which is to
increase shareholder value”, Giordano concluded.
About WPCS International Incorporated
WPCS provides contracting services to the public services, healthcare, energy and corporate enterprise markets in the United States.
For more information, please visit www.wpcs.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains "forward-looking statements"
within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, but not
limited to, statements with respect to the Company’s future growth opportunities and strategic plan. Forward-looking statements
are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends,
the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our
actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore,
you should not rely on any of these forward-looking statements. Any forward-looking statement made by us in this press release
is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation
to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result
of new information, future developments or otherwise.
INVESTOR CONTACT:
WPCS International Incorporated
David Allen
Chief Financial Officer
Phone: 707.759.6008
Email: david.allen@wpcs.com
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