PacificNet, Inc.
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) April 30, 2007
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)
011-852-2876-2900
(Registrant’s
telephone number, including area code)
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
1.01. Entry
into Material Definitive Agreement
On
April
30, 2007, the Registrant’s wholly-owned subsidiary, PacificNet Strategic
Investment Holdings Limited (“PacificNet Holdings”), entered into a definitive
stock purchase and sale agreement (the “Agreement”), with Heyspace International
Limited to sell its 51% interest (the “Interest”) in Pacific 3G Information and
Technology Limited, a British Virgin Islands Company (“Pacific 3G”), the parent
company of GuangZhou 3G Information Technology Co., Ltd. (“GuangZhou 3G”).
GuangZhou 3G is in the business of providing value-added telecom services (VAS)
and information services, internet and mobile entertainment application
development, mobile game software design and development, mobile customer
relationship management (CRM) services in China.
Mr.
Sun
Zheng (William) Sun, the Chief Executive Officer of Heyspace, is also a
director of GuangZhou 3G.
Purchase
Price
The
purchase price for the Interest is $6,000,000, and is payable to PacificNet
Holdings in installments as follows:
(i)
USD$500,000 payable in cash on the closing date of the sale of the
Interest;
(ii)
USD$500,000 payable in cash no later than May 30, 2007;
(iii)
USD$500,000 payable in cash no later than August 28, 2007;
(iv)
USD$500,000 payable in cash no later than September 27, 2007; and
(v)
USD$4,000,000 payable in cash on the earlier of October 31, 2007, or the date
Heyspace consummates an initial public offering.
Closing
Conditions
The
closing of the sale of the Interest is conditioned upon each party, at or prior
to the closing date, having (i) made representations and warranties that were
true and are true as of the closing date, performed all obligations under the
agreement and delivered a certificate by an officer to such effect; (ii) no
action commenced or threatened by or before any governmental authority seeking
to restrain or materially and adversely alter the transactions contemplated
by
the Agreement, which such party believes is likely to render it impossible
or
unlawful to complete the sale of the Interest; (iii) received a Secretary’s
certificate from the other party, with duly adopted resolutions of the Board
of
Directors evidencing such party’s authority to enter into the Agreement; and
(iv) received or made available, all required filings and approvals from all
governmental authorities and notices to or required consent of any other third
party to consummate the sale of the Interest.
Survival
of Representations and Warranties; Indemnification
The
representations and warranties made by each party survive for a period of two
years after the closing of the sale of the Interest. Each party has agreed
to
indemnify the other party from and against any and all damages resulting from,
arising out of or in connection with any inaccuracy or any breach or any alleged
breach or inaccuracy of any party’s respective representations, warranties,
covenants or agreements contained in the Agreement.
Termination
of the Agreement
The
Agreement may be terminated by either party if prior to the closing date there
has any breach of the other party’s representations, warranties or covenants, or
any condition to closing has not been satisfied by the other party prior to
the
closing date.
The
foregoing does not purport to be a full description of the parties’ rights and
obligations under the Agreement.
Item
9.01. Financial
Statements and Exhibits
The
following exhibit is furnished herewith:
99.1
Press Release dated May 4, 2007
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. |
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| Dated:
May 4, 2007 |
By: |
/s/ Victor
Tong |
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Name:
Victor Tong
Title:
President
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