8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 3

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 5, 2005

DPAC TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

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

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INTRODUCTION

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

On December 12, 2005 the Registrant entered into an amendment of a material agreement:

The Third Amendment, dated December 12, 2005, to the Agreement and Plan of Reorganization (the “Third Amendment”) among the Registrant, QuaTech Acquisition Sub, Inc. an Ohio corporation wholly-owned by the Registrant, and QuaTech, Inc., an Ohio corporation, originally entered into on April 26, 2005, as subsequently amended by the First Amendment dated August 5, 2005 and the Second Amendment dated October 20, 2005.

The Third Amendment deletes all references to the Reverse Split, as the Registrant no longer contemplates a reverse stock split of its common stock at or about the time of the contemplated merger.

The Third Amendment also deletes all references to a new employment agreement with Creighton K. Early, as Mr. Early’s employment is contemplated to terminate at the time of the merger, although Mr. Early shall continue as a director of DPAC and become a non-employee Chairman of the Board of Directors. Mr. Early shall become also entitled to termination pay and benefits under his existing employment agreement with DPAC.

The Third Amendment is attached hereto as Exhibit 2.4.4, and incorporated herein by this reference. The descriptions herein are qualified in their entirety by reference to the exhibits.

EXHIBITS

Ex. No.	Description
2.4	Agreement and Plan of Reorganization dated April 26, 2005 among the Registrant, DPAC Acquisition Sub, Inc. and QuaTech, Inc., including selected exhibits: Forms of Shareholder and Registration Rights Agreement, Employment Agreement for Steven Runkel and Employment Agreement for Creighton Early. Other exhibits listed in the exhibit list in the Table of Contents have been omitted from this filing but will be filed by the Registrant if requested by the Securities Exchange Commission*
2.4.1	Typed signatures to Exhibit 2.4**
2.4.2	First Amendment, dated August 5, 2005, to Agreement and Plan of Reorganization, originally entered into on April 26, 2005***
2.4.3	Second Amendment, dated October 20, 2005, to Agreement and Plan of Reorganization, originally entered into on April 26, 2005, as subsequently amended by the First Amendment dated August 5, 2005*****

2.4.4	Third Amendment, dated December 12, 2005, to the Agreement and Plan of Reorganization, originally entered into on April 26, 2005
2.5	License Agreement, dated August 5, 2005, originally entered into on April 26, 2005***
2.5.1	First Amendment, dated October 20, 2005, to License Agreement dated August 5, 2005*****
10.24	Bridge Loan and Escrow Agreement, dated July 29, 2005***
10.25	Convertible Term Note, dated August 5, 2005***
10.26	Loan Agreement, dated August 5, 2005***
10.27	Security Agreement, dated August 5, 2005, with attached Riders***
99.1	Press Release of Registrant, dated August 5, 2005***
99.2	Press Release of Registrant, dated October 20, 2005****

* Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on April 27, 2005.

** Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on May 20, 2005.

*** Filed as a like-numbered Exhibit to the Registrant’s Form 8-K filed with the SEC on August 9, 2005.

**** Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on October 20, 2005.

***** Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on November 22, 2005.

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: December 12, 2005
	/s/ Creighton K. Early
	(Signature)
	Creighton K. Early, Chief Executive Officer
	(Name and Title)

EXHIBIT INDEX

Ex. No.	Description
2.4	Agreement and Plan of Reorganization dated April 26, 2005 among the Registrant, DPAC Acquisition Sub, Inc. and QuaTech, Inc., including selected exhibits: Forms of Shareholder and Registration Rights Agreement, Employment Agreement for Steven Runkel and Employment Agreement for Creighton Early. Other exhibits listed in the exhibit list in the Table of Contents have been omitted from this filing but will be filed by the Registrant if requested by the Securities Exchange Commission*
2.4.1	Typed signatures to Exhibit 2.4**
2.4.2	First Amendment, dated August 5, 2005, to Agreement and Plan of Reorganization, originally entered into on April 26, 2005***
2.4.3	Second Amendment, dated October 20, 2005, to Agreement and Plan of Reorganization, originally entered into on April 26, 2005, as subsequently amended by the First Amendment dated August 5, 2005*****
2.4.4	Third Amendment, dated December 12, 2005, to the Agreement and Plan of Reorganization, originally entered into on April 26, 2005
2.5	License Agreement, dated August 5, 2005***
2.5.1	First Amendment, dated October 20, 2005, to License Agreement dated August 5, 2005*****
10.24	Bridge Loan and Escrow Agreement, dated July 29, 2005***
10.25	Convertible Term Note, dated August 5, 2005***
10.26	Loan Agreement, dated August 5, 2005***
10.27	Security Agreement, dated August 5, 2005, with attached Riders***
99.1	Press Release of Registrant, dated August 5, 2005***
99.2	Press Release of Registrant, dated October 20, 2005****

* Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on April 27, 2005.

** Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on May 20, 2005.

*** Filed as a like-numbered Exhibit to the Registrant’s Form 8-K filed with the SEC on August 9, 2005.

**** Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on October 20, 2005.

***** Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on November 22, 2005.

EX-2.4.4

EXHIBIT 2.4.4

THIRD AMENDMENT TO

AGREEMENT AND PLAN OF REORGANIZATION

This Third Amendment to the Agreement and Plan of Reorganization, dated as of December 12, 2005 (the “Amendment”) is entered into by and among DPAC Technologies Corp., a California corporation (“DPAC”), DPAC Acquisition Sub, Inc., an Ohio corporation (“DPAC Sub”), and QuaTech, Inc., an Ohio corporation (“QuaTech”).

RECITALS

WHEREAS, the parties entered into that certain Agreement and Plan of Reorganization, dated April 26, 2005 (the “Original Agreement”), whereby DPAC, DPAC Sub and QuaTech agreed to engage in a business combination transaction following which QuaTech will become a wholly-owned subsidiary of DPAC (the “Transaction”);

WHEREAS, the parties entered into that certain First Amendment to Agreement and Plan of Reorganization (the “First Amendment”) on August 5, 2005, and that certain Second Amendment to Agreement and Plan of Reorganization (the “Second Amendment”) on October 20, 2005 each thereby amending certain provisions of the Original Agreement (such Original Agreement, as amended by the First Amendment and the Second Amendment being referred to hereinafter as the “Merger Agreement”);

WHEREAS, since the signing of the Merger Agreement, the circumstances of each of DPAC and QuaTech have changed, such that certain closing conditions to the Transaction and certain other terms are no longer feasible or applicable;

WHEREAS, the parties desire to amend the Merger Agreement to reflect the foregoing; and

WHEREAS, the Board of Directors of each of DPAC, DPAC Sub and QuaTech believe that as of the date hereof it is in the best interests of each of their respective companies to proceed with the Transaction, as set forth in the Merger Agreement as amended hereby.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Reverse Split. Contrary to the Recitals in the Original Agreement, it is no longer contemplated by the parties that prior to the Effective Time DPAC will effect a reverse split of its Common Stock. Thus, all references to Reverse Split in the Merger Agreement are hereby deleted.

2. Creighton K. Early Employment Agreement. Creighton K. Early, the Chief Executive Officer of DPAC, will not continue as an employee of DPAC or the Surviving Corporation from and after the Effective Time. Mr. Early will continue to serve as a Director of DPAC after the Effective Time and remain a member of the DPAC Reconstituted Board. Thus, Section 6.2(c) of the Merger Agreement is hereby amended to read in its entirety:

(c) Employment Agreement. DPAC shall have executed and delivered the Employment Agreement with Steven D. Runkel effective as of the Effective Time and substantially in the form attached hereto as Exhibit D.

All references to Exhibit E. are hereby removed from the Merger Agreement.

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3. Effect of Merger Agreement. Except as specifically amended hereby, the Merger Agreement shall remain in full force and effect.

4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflicts of laws principles.

5. Entire Agreement. This Amendment, together with the Merger Agreement and the License Agreement as amended by the License Amendment, constitutes the complete, final and exclusive understanding and agreement of the parties and supersedes any and all prior or contemporaneous negotiations, correspondence, understandings and agreements, whether oral or written, between the parties with respect to the subject matter hereof.

6. Use of Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement as amended.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have executed and delivered this Third Amendment to the Agreement and Plan of Reorganization by their respective duly authorized officers as of the date first written above.

DPAC TECHNOLOGIES CORP.
By:	/s/    CREIGHTON K. EARLY
	Name: Creighton K. Early Title: Chief Executive Officer
DPAC ACQUISITION SUB, INC.
By:	/s/    CREIGHTON K. EARLY
	Name: Creighton K. Early Title: Chief Executive Officer
QUATECH, INC.
By:	/s/    STEVEN D. RUNKEL
	Name: Steven D. Runkel Title: Chief Executive Officer

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