0001144204-13-068300.txt : 20131220 0001144204-13-068300.hdr.sgml : 20131220 20131220084436 ACCESSION NUMBER: 0001144204-13-068300 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131217 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20131220 DATE AS OF CHANGE: 20131220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPCS INTERNATIONAL INC CENTRAL INDEX KEY: 0001086745 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 980204758 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34643 FILM NUMBER: 131289893 BUSINESS ADDRESS: STREET 1: ONE EAST UWCHLAN AVENUE STREET 2: SUITE 301 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6109030400 MAIL ADDRESS: STREET 1: ONE EAST UWCHLAN AVENUE STREET 2: SUITE 301 CITY: EXTON STATE: PA ZIP: 19341 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX STAR VENTURES INC DATE OF NAME CHANGE: 20010424 FORMER COMPANY: FORMER CONFORMED NAME: WOWTOWN COM INC DATE OF NAME CHANGE: 20000315 FORMER COMPANY: FORMER CONFORMED NAME: PARAMOUNT SERVICES CORP DATE OF NAME CHANGE: 19990519 8-K 1 v363543_8k.htm FORM 8-K

 

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 17, 2013

 

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

 

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):

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 3.02Unregistered Sales of Equity Securities.

 

Between December 17, 2013 and December 19, 2013, WPCS International Incorporated (the “Company”) received conversion notices to issue an aggregate of 4,153,179 shares of its common stock, par value $0.0001 per share to six investors upon the conversion of $827,000 of principal face value secured convertible notes issued December 5, 2012.  The shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

As of the close of business on December 19, 2013, the Company had 5,711,848 shares of Common Stock deemed issued and outstanding.

 

 

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:  December 20, 2013 By: /s/ JOSEPH HEATER
  Joseph Heater
  Chief Financial Officer