pacificnet_8k-031008.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 29, 2008
PACIFICNET
INC.
(Exact
name of registrant as specified in charter)
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Delaware
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000-24985
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91-2118007
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(State
or Other Jurisdiction
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(Commission
File
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(IRS
Employer
|
|
of
Incorporation)
|
Number)
|
Identification
No.)
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c/o
PacificNet Inc.
23/F,
Tower A, TimeCourt, No.6 Shuguang Xili,
Chaoyang District, Beijing,
China 100028
(Address
of Principal Executive Offices) (Zip Code)
011-852-2876-2900
(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))
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On March 11, 2008, PacificNet Inc. (NASDAQ: PACT) (the “Company” or
“PacificNet”), issued a press release, attached to this Current Report on Form
8–K as Exhibit 99.1 reporting that the Nasdaq Stock Market (“Nasdaq”) has
indicated that it previously sent a letter to the effect that as a result of the
resignation of one of the Company’s directors, the Company was no longer in
compliance with the independent director requirement of Rule 4350 of Nasdaq’s
Marketplace Rules. Due to the fact that the letter was sent to an
incorrect email address at PacificNet on February 29th, however, PacificNet was
not actually made aware of such deficiency notification until subsequent to the
appointment of Mr. Stephen Crystal to the Company’s board of directors, as
previously reported on March 3, 2008. PacificNet believes it is now in full
compliance with the independent director requirement of Rule 4350 and although
it has not yet received a compliance letter from Nasdaq in this regard, it
expects that one will be issued in due course.
A copy of
a press release relating to the foregoing is attached hereto as Exhibit
99.1 and is incorporated in this Item 3.01 by reference.
Safe
Harbor Statement
This
Company's announcement contains forward-looking statements. Statements that are
not historical facts, including statements about our beliefs and expectations,
are forward-looking statements. Forward-looking statements involve inherent
risks and uncertainties. Potential risks and uncertainties include, but are not
limited to, PacificNet's historical and possible future losses, limited
operating history, uncertain regulatory landscape in China, fluctuations in
quarterly operating results and PacificNet’s ability to maintain its continued
listing on Nasdaq. Further information regarding these and other risks is
included in PacificNet's Form 10-Q and 10-KSB and other filings with the
SEC.
Item
9.01. Financial Statements and Exhibits.
The
following exhibit is furnished herewith:
99.1 Press release dated March 11,
2008
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.
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PACIFICNET
INC.
By:
/s/ Victor
Tong
Name:
Victor Tong
Title: President
Dated:
March 11, 2008
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EXHIBIT
INDEX
Exhibit
No. Description
99.1 Press
Release of PacificNet Inc. dated March 11, 2008