8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2
to

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 7, 2005

DPAC TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

California	0-14843	33-0033759
(State or other jurisdiction	(Commission File Number)	I.R.S. Employer
of incorporation)		Identification Number

7321 Lincoln Way, Garden Grove, California   92841

(Address of principal executive office) (Zip Code)

714/  898-0007
Registrant’s telephone number, including area code

Not Applicable

(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):

ý 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))

                This is Amendment No. 2 to the Registrant’s Form 8-K originally filed on March 8, 2005 and amended on April 27, 2005. (See the description of this amendment in Section 1.)

Section 1 - Registrant’s Business and Operations

                Item 1.01  Entry into a Material Definitive Agreement

                The Registrant filed a Form 8-K on March 8, 2005 and amended that Form 8-K on April 27, 2005. With that amendment, the Registrant filed Exhibit 2.4.  The Registrant hereby files Exhibit 2.4.1, a corrected signature page to Exhibit 2.4 containing typewritten signatures previously omitted.

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

The Registrant files as Exhibit 99.1 to this Report its news release dated May 17, 2005 concerning the inclusion of a going-concern emphasis in the Registrant’s accountant’s opinion and an impairment of its goodwill that will affect its financial results for the annual period ended February 28, 2005.

Item 2.06 Material Impairments.

The Registrant concludes that a material charge for impairment of goodwill is required under generally accepted accounting principles applicable to the Registrant (“GAAP”).  The impairment charge will add to the Registrant’s losses, which are to be reported in its Form 10-K for the annual period ended February 28, 2005.

(a)  The Registrant’s Audit Committee made the final conclusion on May 17, 2005 that this charge was required.

The impairment affects $4,528,000 of goodwill.

The Registrant’s goodwill was created in a purchase of a business in 2003.

The realization of value from goodwill came into question in connection with preparation of annual financial statements as of the end of fiscal year 2005 because the auditors have determined their opinion on the financial statements will include a going-concern emphasis paragraph.  Uncertainty about future cash flows, primarily, has eliminated the value that the Registrant previously attributed to goodwill.

(b) Registrant estimates that the impairment charge will be $4,528,000, arising from elimination of all goodwill.

(c) There is no expectation of any expenditure of cash by the Registrant in the case of this impairment charge to goodwill.

Section 3 - Securities and Trading Markets

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(b)

The Registrant is providing notice on May 19, 2005 to Nasdaq that the Registrant would not qualify for continued listing on the Nasdaq SmallCap Market for two reasons:

(1)  The impairment described in the items above reduces shareholders’ equity below $2.5 million, the net shareholders equity required by Rule 4310; and the Common Stock remains deficient concerning the minimum bid price required by Rule 4310.

(2) The Registrant’s common stock will in all likelihood not succeed to meet the minimum bid price requirement.  , June 9, 2005 would be the first day of the final period that was allowed under Nasdaq’s rules in which the Registrant could have regained compliance with the minimum bid price requirement (presuming the Registrant’s continued satisfaction of all other of the continued listing criteria).

2

The Registrant has provided notice to Nasdaq that the Registrant has taken the action of entering into a merger agreement with QuaTech, Inc.  The agreement with QuaTech, Inc. provides, in relevant part, that the Registrant and QuaTech, Inc. will work together to complete the merger transaction and in the meantime secure additional financing.

Through the merger and financing, the Registrant hopes to satisfy the Nasdaq SmallCap Market minimum shareholders’ equity requirement for continued listing of our Common Stock.

The agreement with QuaTech, Inc. also provides that the Registrant shall reclassify its Common Stock, with the intention of satisfying the minimum bid price requirement for Nasdaq SmallCap Market listing.

The Registrant does not feel it is feasible to close the transactions contemplated before July.  The Registrant is requesting that the Nasdaq Stock Market hold a hearing, as described elsewhere in this Item, which could stay any delisting of the Registrant’s Common Stock until a Hearing Panel makes its determination.

The Nasdaq has advised the Registrant that the Listing Qualifications Staff has made a determination that its transaction with QuaTech, Inc. would, if completed, require the Registrant to meet the initial listing standards as of the date of the closing, which provide for an even higher net shareholders’ equity requirement an other more stringent requirements than the Registrant previously needed to meet to continue its listing on the Nasdaq SmallCap Market.   The net shareholders’ equity requirement for initial listing is $5 million.  The Registrant’s plan and intention is to achieve that minimum standard. However, in addition, the minimum bid price requirement for initial listing is $4.00.  The Registrant and QuaTech, Inc. are mutually considering how the Registrant might choose to proceed and are studying the foreseeable side effects of the kind of reverse stock split that could have the desired effect of achieving the $4.00 minimum bid price.  The Registrant is requesting a hearing to appeal the Nasdaq staff’s determination that the initial listing criteria shall apply to the transaction with QuaTech, Inc.

The Registrant plans to file a registration statement on Form S-4 in connection with the QuaTech, Inc. transaction and to combine that registration statement with its proxy statement for its annual shareholders’ meeting, which will among other things consider whether to approve the transaction, which involves authorizing the issuance of shares of the Registrant’s authorized and unissued common stock to acquire QuaTech, Inc. and for additional financing.

Section 9                Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c)Exhibits

2.4.1        Corrected Signature Page in Exhibit 2.4

99.1         Press Release of Registrant dated May 17, 2005

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DPAC Technologies Corp.

(Registrant)

Date   May 20, 2005

/s/ Stephen J. Vukadinovich

(Signature)

Stephen J. Vukadinovich, Chief Financial Officer

(Name and Title)

4

EX-2.4.1

EXHIBIT 2.4.1

The Registrant notes that its omission of typed signatures was accidental in Exhibit 2.4 on Page 66, the Signature page, of the Registrant’s Agreement and Plan of Reorganization, as previously filed and as incorporated herein by reference; and such page actually reads as follows:

301 Grant Street, 20th Floor

Pittsburgh, PA  15219

Attention: Richard D. Rose

Phone: (412) 562-8425

Fax:  (412) 562-1041

(ii) if to DPAC or Merger Sub, to:

DPAC Technologies Corp.

7321 Lincoln Way

Garden Grove, California 92841

Attention: Creighton K. Early

Facsimile No.:  (714) 899-7557

Telephone No.:  (714) 899-7554

with a copy to:

The Yocca Law Firm, LLP

19900 MacArthur Blvd., Suite #650

Irvine, California 92612

Attention: Nicholas Yocca

Facsimile No.: (949) 253-0870

Telephone No.: (949) 253-0800

IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Plan of Reorganization to be executed and delivered by their respective duly authorized officers as of the date first written above.

QUATECH, INC.

By: Steven D. Runkel

Name: Steven D. Runkel

 Title: Chief Executive Officer

DPAC TECHNOLOGIES CORP.

By: Creighton K. Early

Name: Creighton K. Early

 Title: Chief Executive Officer

DPAC ACQUISITION SUB, INC.

By: Creighton K. Early

Name: Creighton K. Early

 Title: Chief Executive Officer

1

EX-99.1

Exhibit 99.1

For Immediate Release

DPAC Technologies’ Auditors Opinion Includes

Going-Concern Emphasis

Garden Grove, Calif., May 17, 2005 — DPAC Technologies (Nasdaq:DPAC), a provider of embedded and packaged 802.11 wireless networking solutions for a wide range of OEM applications, today announced that its Form 10-K for the fiscal year ended February 28, 2005 will include, when filed, a report from its registered independent public accounting firm that contains a going-concern emphasis paragraph. The going concern emphasis paragraph is due to the company’s recurring operating losses, negative cash flows and anticipated need for additional capital in the next twelve months. Because of DPAC’s going concern challenges DPAC also concluded that its goodwill was impaired and recorded a $4,528,000 non-cash charge to its income statement for the write-off of all the goodwill on its balance sheet at February 28, 2005.

On April 26, 2005 the company announced it has entered into a definitive agreement to merge with QuaTech Inc., which is subject to shareholder approval and other conditions.  “We believe the completion of the merger with QuaTech is the best means to address our need for additional capital, while gaining a broader revenue base and the continuation of our expansion into the growing machine to machine connectivity market,” said Kim Early, DPAC’s CEO.

About DPAC Technologies

Located in Garden Grove, Calif., DPAC Technologies provides embedded wireless networking and connectivity products to OEMs for machine-to-machine communication applications. DPAC’s wireless products are used by major OEMs in the transportation, instrumentation and industrial control, homeland security, medical diagnostics, and logistics markets to provide remote data collection and control. The company’s web site is www.dpactech.com.

Contact:

AT DPAC TECHNOLOGIES:
Stephen Vukadinovich	Kim Early
Chief Financial Officer	Chief Executive Officer
(714) 898-0007	(714) 898-0007
Or Steve.Vukadinovich@dpactech.com	Or Kim.Early@dpactech.com

Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding technology development, expansion and business plans that are subject to change, uncertainties and risks. Every statement herein that is not historic in nature is a forward-looking statement for purposes of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, and therefore results may differ materially from those set forth in these statements. Factors that affect DPAC’s business include, but are not limited to, the degree of market acceptance of our existing and planned wireless connectivity products, future business opportunities with these products,  protection of licensed technology or proprietary rights, risks of litigation, our need for additional financing in order to realize our opportunities, other challenges related to completing our proposed

merger with QuaTech, Inc.,  further challenges in subsequently combining our operations with QuaTech, Inc.’s own, and general market and economic conditions. More information about the risks and challenges faced by DPAC Technologies Corp. is contained in the Securities and Exchange Commission filings made by the Company on Form 10-K, 10-Q and 8-K. DPAC Technologies Corp. specifically disclaims any obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise.

###

2