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) July 31, 2007
PACIFICNET
INC.
(Exact
name of registrant as specified in charter)
|
Delaware
|
000-24985
|
91-2118007
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
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
2.02 Results of
Operations and Financial Condition.
On
August
20, 2007, PacificNet Inc. (the “Company”) issued a press release and hosted a
conference call during which the Company’s unaudited operating results for the
second quarter of 2007.
A copy
of the press release is attached hereto as Exhibit 99.1, and a transcript of
the
conference call is attached hereto as Exhibit 99.2.
Item
2.04 Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement
In
July
2007, the Company failed to timely make scheduled principal and interest
payments under an Amended and Restated Variable Rate Convertible Debenture
due
March 2009 (the “Amended Debenture”) in the aggregate amount of $8,000,000.
Pursuant to the terms of the Amended Debenture, the Company was obligated to
make monthly redemption payments commencing on January 1, 2007, until the
Amended Debenture was redeemed in full. On August 1, 2007, the Company made
the
July monthly redemption and interest payments to all of the debenture
holders. The Company has calculated the amount of the direct financial
obligation as accelerated and increased to be $3,079,091.
Item
3.01 Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On
August
20, 2007, 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 Company received a letter on August 17, 2007 (the “Deficiency
Letter”), from The Nasdaq Stock Market indicating that as a result of the
Company’s failure to file its Quarterly Report on Form 10-Q for the period ended
June 30, 2007 with the Securities and Exchange Commission by
August
14, 2007 (the deadline for filing its Form 10-Q), the
Company is not in compliance with the Nasdaq requirements for continued listing
set forth in Nasdaq Marketplace Rule 4310(c)(14),
and its
securities are, therefore, subject to delisting from 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 the deficiency reflected in the
Deficiency Letter in writing to the Panel no later than August 24, 2007. 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.
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-K and other filings with the SEC.
Item
9.01. Financial
Statements and Exhibits.
The
following exhibits are furnished herewith:
|
99.1
|
Press
Release dated August 20, 2007 - PacificNet Reports Q2 2007 Results
-
Another Quarter of Profitability as a Leading Gaming Technology Provider
in Asia
|
|
99.2
|
August
20, 2007 conference call transcript
|
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:
August 23, 2007
|
EXHIBIT
INDEX
Exhibit
No. Description
|
99.1
|
Press
Release dated August 20, 2007 - PacificNet Reports Q2 2007 Results
-
Another Quarter of Profitability as a Leading Gaming Technology Provider
in Asia
|
|
99.2
|
August
20, 2007 conference call transcript
|
5