pacificnet_8k-052708.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): May 21, 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
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of
Incorporation)
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Number)
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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)
011-86-10-59225000
(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
1.02 Termination of a Material Definitive Agreement.
As
previously reported by PacificNet Inc. (NASDAQ: PACT) (the “Company” or
“PacificNet”),on a Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 14, 2008, Ziria Enterprises Limited did not deliver
to PacificNet the share certificates of Emperor Holdings Limited, the legal
owner of Octavian International Limited. As a result of Ziria’s
failure to deliver the share certificates, which was a condition to closing the
acquisition of Octavian, on May 21, 2008, the Company, Ziria, PacificNet Games
International Corporation, Octavian and Emperor Holdings Limited terminated the
agreement to acquire Octavian. Under the acquisition agreement, if
the transaction had been consummated, PacificNet was obligated to issue, in the
aggregate, 2,330,000 restricted shares of PACT representing approximately 19.5%
of PacificNet's outstanding shares and cash of up to $18,900,000 , which would
have been paid upon the completion of certain net profit performance
targets.
There is
no material relationship between PacificNet or its affiliates and any of the
parties other than in respect of the acquisition.
Item 3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On May
21, 2008, the Company received a letter (the “Deficiency Letter”), from The
Nasdaq Stock Market that it has not received the Company’s Form 10-Q for the
period ended March 31, 2008, as required by Marketplace Rule
4310(c)(14). This serves as an additional basis for delisting the
Company’s securities from The Nasdaq Stock Market and will be considered by the
Nasdaq Listing Qualifications Panel (the “Panel”) in rendering a determination
regarding the Company’s continued listing on The Nasdaq Global
Market. Nasdaq Marketplace Rule 4310(c)(14) requires the Company to
file all required reports with Nasdaq on or before the date they are required to
be filed with the Securities and Exchange Commission.
The
Company may present its views with respect to this additional deficiency at its
Panel hearing scheduled for June 12, 2008. In the event the Company fails to
address the deficiency reflected in the Deficiency Letter, the Panel will
consider the record as presented at the hearing and will make its determination
with respect to continued listing of the Company’s securities based upon that
information. There can be no assurance that the Panel will grant the Company’s
request for continued listing.
Item
5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
As a
result of the failure of the Octavian acquisition to be consummated and the
termination of the acquisition agreement, on May 21, 2008, Mr. Harmen
Brenninkmeijer, Chief Executive Officer of Octavian, resigned as a member of the
Board of Directors of PacificNet. It was a condition to the closing
of the acquisition of Octavian that Mr. Brenninkmeijer be appointed to the Board
of Directors. There was no disagreement between Mr. Brenninkmeijer and
PacificNet on any matter relating to PacificNet’s operations, policies or
practices.
On May
28, 2008, Mr. Ho Man (Mike) Poon resigned from the Board of Directors of
PacificNet to engage in other professional ventures. There was no disagreement
between Mr. Poon and PacificNet on any matter relating to PacificNet’s
operations, policies or practices.
Safe
Harbor Statement
This
Company's announcement may contain 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-K and other filings with the
SEC.
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:
May 28, 2008
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