UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to 13 OR 15(D)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 1, 2012
| ACL Semiconductors Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-50140 | 16-1642709 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| Room 1701, 17/F, Tower 1 |
| Enterprise Square, 9 Sheung Yuet Road |
| Kowloon Bay, Kowloon, Hong Kong |
| (Address of principal executive offices) (Zip Code) |
| 011-852- 2799-1996 |
| (Registrant’s telephone number, including area code) |
| (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:
¨ 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))
EXPLANATORY NOTE
ACL Semiconductors Inc. (the “Company”) is filing this amendment to its Current Report on Form 8-K filed September 28, 2012 solely for the purpose of amending the information included in the second paragraph of Item 1.01 of such Form 8-K: the purchase price to be paid by ACL Holdings for the Shares was incorrectly reflected as “approximately US$1,846,797.89 (HK$14,405,023.55) in the aggregate” and should be “approximately $2.2 million.”
On October 1, 2012, the Company issued a press release with the correct purchase price, which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits |
The following exhibits are filed with this Form 8-K.
Exhibits
| Exhibit No | Description | |
| 99.1 | Press Release dated October 1, 2012 |
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.
| ACL SEMICONDUCTORS INC. | ||
| Dated: October 1, 2012 | ||
| By: | /s/ Kun-Lin Lee | |
| Name: Kun-Lin Lee | ||
| Title: Chief Financial Officer | ||
Exhibit 99.1
ACL Semiconductors Corrects Purchase Price for Acquisition of USmart and eVision
HONG KONG, October 1, 2012 — ACL Semiconductors Inc. (OTC Bulletin Board: ACLO) ("ACL"), a leading China-based distributor of memory electronic products in Southern China and Hong Kong, announced today that the purchase price for be paid by ACL Holding is “approximately $2.2 million” for the acquisition of Jussey Investments Limited (“Jussey”), the owner of 80% equity interest in USmart Electronic Products Limited (“USmart”) and 100% equity interest in eVision Telecom Limited (“eVision”). The purchase price to be paid by ACL Holdings for the Shares was incorrectly reflected in the press release issued on September 28, 2012 as “approximately US$1,846,797.89 (HK$14,405,023.55) in the aggregate.”
About ACL Semiconductors Inc.
ACL Semiconductors Inc. is a China-based distributor of semiconductor components in Hong Kong and Southern China. Starting April 1, 2012, ACL is distributing Samsung’s semiconductor and LCD products through ATMD, a newly established joint venture with Tomen Devices. Semiconductor products are used in everything from mobile phones, digital cameras and laptop computers to MP3 players and Wi-Fi products. For more information about ACL Semiconductors Inc. please visit ACL Semiconductors Inc.’s corporate website at http://www.acl-semicon.com.
Forward-Looking Statements
This information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, when used in the preceding discussion, the words "plan," "confident that," "believe," "scheduled," "expect," or "intend to," and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act and are subject to the safe harbor created by the Act. Such statements are subject to certain risks and uncertainties and actual results could differ materially from those expressed in any of the forward-looking statements. Such risks and uncertainties include, but are not limited to, market conditions, the availability of components and successful production of the company's products, general acceptance of the company's products and technologies, competitive factors, timing, and other risks described in the company's SEC reports and filings.
Investor Contacts:
| Kun Lin Lee | Stephanie Carrington |
| Chief Financial Officer | The Ruth Group |
| ACL Semiconductors Inc. | +1-646-536-7017 |
| +1-408-981-9363 | scarrington@theruthgroup.com |
| +852-3666-9939 | |
| klee@atlantic.com.hk |