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 19, 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
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
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)
(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
3.01 Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On
April
24, 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 April 19, 2007, from The Nasdaq
Stock Market indicating that as a result of the Company’s failure to file the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006
with the Securities and Exchange Commission by
April
17, 2007 (the deadline for filing its Form 10-K after having requested a 15-day
extension from the original due date), 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.
As
previously disclosed on a Current Report on Form 8-K filed on March 22, 2007,
the Company’s prior independent public accountants communicated to the Company
that certain criteria by which an option grant date is determined may not have
been satisfied in connection with the Company’s fixing of grant dates for
options, and as a result withdrew its audit reports regarding the Company’s
financial statements for the years ended December 31, 2005 and 2004. The
Company’s audit committee is conducting an independent internal investigation
with respect to the Company’s stock option grant practices. PacificNet expects
to file its Annual Report on Form 10-K for the fiscal year ended December 31,
2006 after the conclusion of the audit committee investigation and the issuance
of a report from the audit committee on its findings, and upon the determination
by the Company and its current independent auditors of the impact, if any,
of
the findings on the audited financial statements for the 2006 fiscal
year.
The
Company has a hearing scheduled with the NASDAQ Listing Qualifications Panel
(the “Panel”), at which time it will present a plan of compliance to the Panel
with respect to the timeline for the re-instatement of audited financial
statements for the fiscal years ended December 31, 2005 and 2004, and the filing
of the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2006. In the event the Company fails to address the deficiencies, the Panel
will consider the record as presented at the hearing and will make its
determination 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-KSB 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
24, 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: /s/
Victor Tong
Name: Victor Tong
Title: President
Dated: April 25,
2007
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release of PacificNet Inc. dated April 24,
2007
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