Item
2.01 Completion of an Acquisition or Disposition of
Assets
On April
18, 2008, PacificNet Inc. (NASDAQ: PACT) (the “Company” or “PacificNet”),
consummated the sale of the Company’s subsidiary, PacificNet Epro Holdings
Limited, a company incorporated in the Hong Kong Special Administrative Region
of the PRC ("Epro"), which is primarily engaged in the business of providing
call center telecom and customer relationship management services as well as
other business outsourcing services in China. Pursuant to the terms of the Sales
and Purchase Agreement (the “Agreement”) entered into between the Company and
Epro Group International Limited (the “Epro Group International”), PacificNet
sold its entire share ownership of 7,766,993 shares in Epro for HK$21
million.
Upon
execution of the Agreement, the Company received a payment of HK$3 million.
PacificNet shall receive the remaining purchase price in installments over
the next twenty-four months.
Pursuant to the terms of
the Agreement, within sixty days of the closing, Epro shall repay
PacificNet HK$2 million for an interest bearing loan granted from PacificNet to
Epro.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On April
16, 2008, PacificNet received a letter from The NASDAQ Stock Market indicating
that as a result of the Company’s failure to file with the Securities and
Exchange Commission the Company’s Annual Report on Form 10–K for the fiscal
year ended December 31, 2007, the Company is not in compliance with the
NASDAQ requirements for continued listing set forth in NASDAQ Marketplace Rule
4310(c)(14). NASDAQ Marketplace Rule 4310(c)(14) requires the Company
to make on a timely basis all filings with the Securities and Exchange
Commission, as required by the Securities Exchange Act of 1934, as
amended.
The
Company’s securities are subject to delisting from the NASDAQ Stock Market at
the opening of business on April 25, 2008. PacificNet expects to be
able to file its 10-K within one month. PacificNet will appeal the NASDAQ
Staff's determination by requesting a hearing before the NASDAQ Listing
Qualifications Panel, which would automatically stay the delisting of
PacificNet's common stock pending the Panel's review and determination. Although
there can be no assurance that the Panel will grant the Company's request for
continued listing, once the 10-K is filed.
A copy of
a press release relating to the foregoing is attached hereto as Exhibit
99.1.
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-K and other filings with the
SEC.
Item
9.01. Financial Statements and Exhibits.
The
following exhibit is furnished herewith:
99.1
Press Release dated April 18, 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.
PACIFICNET
INC.
By: /s/ Victor
Tong
Name:
Victor Tong
Title: President
Dated:
April 18, 2008