pact_8k-121307.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) December 7,
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)
011-86-10-59225000
(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
1.01 Entry into a Material Definitive
Agreement.
On
December 7, 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 had entered into a
definitive agreement to acquire Octavian International Limited (“Octavian”), a
worldwide supplier of gaming technology, solutions and systems.
The
transaction is subject to various conditions, including the completion of due
diligence, which has already commenced. PacificNet will issue
restricted shares of PACT representing approximately 19.5% of PacificNet's
outstanding shares. There is also an additional cash performance bonus.
According
to Octavian's financial reports as audited by Grant Thornton UK LLP under UK
GAAP, Octavian had a revenue of approx $64.6 million, gross profit of approx
$18.4 million, EBITDA of approx $6.2 million USD, and pre-tax profit of $5.5
million, for fiscal year ending Dec 31, 2006. This acquisition is expected
to
greatly increase PacificNet’s overall gaming revenues and profits and is
expected to be accretive to PacificNet's consolidated Earnings Per Share
(EPS) in 2008. Upon completion, Octavian would continue operating
under its current name as a wholly-owned subsidiary of PacificNet and would
continue to pursue its global growth strategy as a leading provider of gaming
technology. Harmen Brenninkmeijer would become an executive director of
PacificNet and a member of the board of directors, and continue to serve as
CEO
of the Octavian subsidiary within PacificNet's gaming division. Furthermore,
upon completion of the earn-out provisions and profit targets as defined in
the
acquisition agreement, Harmen Brenninkmeijer would become President of
PacificNet's Global Gaming Division. The acquisition is expected to close in
the
first quarter of 2008. Sterne Agee has been appointed as the
financial advisor for Octavian for this transaction.
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 December 7, 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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By:
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/s/ Victor
Tong |
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Name:
Victor Tong |
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Title:
President |
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Dated:
December 13, 2007 |
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EXHIBIT
INDEX
Exhibit
No. Description
99.1 Press
Release of PacificNet Inc. dated December 7, 2007