0001144204-15-005970.txt : 20150204 0001144204-15-005970.hdr.sgml : 20150204 20150204164519 ACCESSION NUMBER: 0001144204-15-005970 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150203 FILED AS OF DATE: 20150204 DATE AS OF CHANGE: 20150204 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIORDANO SEBASTIAN CENTRAL INDEX KEY: 0001571479 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34643 FILM NUMBER: 15576068 MAIL ADDRESS: STREET 1: ONE EAST UWCHLAN AVENUE STREET 2: SUITE 301 CITY: EXTON STATE: PA ZIP: 19341 4 1 v400386_4.xml FORM 4 X0306 4 2015-02-03 0 0001086745 WPCS INTERNATIONAL INC WPCS 0001571479 GIORDANO SEBASTIAN C/O WPCS INTERNATIONAL INCORPORATED 521 RAILROAD AVENUE SUISUN CITY CA 94585 1 1 0 0 Interim CEO Stock Option (right to purchase) 0.22 2015-02-03 4 A 0 300000 0.00 A 2025-02-03 Common Stock 300000 552857 D The options have been granted pursuant to the Issuer's 2014 Equity Incentive Plan (the "Plan"). 150,000 options shall vest and become exercisable immediately if the Issuer consummates an acquisition by July 31, 2016 that is expected, in the sole discretion of the administrator of the Plan (the "Administrator"), to result in the Issuer earning annual revenues of $30 million or greater following such acquisition. The remaining 150,000 options shall vest and become exercisable immediately if the fair market value of the Issuer's common stock is equal to or greater than $1.00 per share (subject to adjustment in the sole discretion of the Administrator in the event of any corporate transaction described in Section 7.1 of the Plan) for at least 20 out of 30 consecutive trading days at any time prior to July 31, 2016. The options will expire on July 31, 2016 if they have not vested in accordance with the criteria set forth in footnote number 1 prior to such date. /s/ Sebastian Giordano 2015-02-04