UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934
Date of Report (date of earliest event reported): September 30, 2005
PACIFICNET INC.
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(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-24985 91-2118007
(Commission File Number) (IRS Employer Identification No.)
601 NEW BRIGHT BUILDING, 11 SHEUNG YUET ROAD,
KOWLOON BAY, KOWLOON, HONG KONG
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(Address of principal executive offices and zip Code)
011-852-2876-2900
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(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 (see General Instruction A2. below):
[ ] 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 September 30, 2005, the Registrant, through its wholly-owned subsidiary
PacificNet Strategic Investment Holdings Limited ("PacificNet Holdings"),
entered into a definitive agreement to purchase 51% interest in Hitching
International Corporation ("HIC"), a provider of DRTV infomercial marketing
company for financial advisory services in China.
PacificNet Holdings agreed to purchase 775,000 ordinary shares and 255,000
preferred shares (the "Sale Shares") of HIC from Lion Zone Holdings Limited (the
"Sellers") and PacificNet Holdings agreed to subscribe 500,000 newly issued
ordinary shares (the "Subscription Shares") from HIC, which together with the
Sale Shares, being 1,530,000 or 51% of the 3,000,000 entire outstanding shares
of HIC. The purchase price for 51% of HIC is an aggregate of US$10.2 million:
US$2.1 million in cash to the Seller, US$1.5 million in cash to HIC, and US$6.6
million in shares (approximately 825,000 shares) of the Registrant's common
stock valued at $8 per share. The purchase price is payable upon achievement of
certain quarterly earn-out targets based on net profits, through the issuance of
825,000 shares of common stock of the Registrant. The closing of the transaction
is subject to the completion of customary closing conditions and is expected to
occur on or prior to October 31, 2005.
HIC is headquartered in Shenzhen China with more than 600 employees mostly
working in its DRTV infomercial telemarketing call center with about 400 phone
lines and occupies about 35,000 sq. feet. HIC offers a wide range of financial
advisory services such as via DRTV infomercials through satellite and cable TV
broadcasting, web portals and internet-based subscription of video streaming,
interactive voice response (IVR) services via fixed and mobile phones. HIC rents
30-min TV programming time slots from the leading satellite and cable TV
channels in China to air its infomercials, which advertises its DRTV hotline
phone number for audience to call back to its large call centers to make product
inquiry and place orders. HIC typically produces its own infomercial show at its
own studio production facility with direct satellite upload broadcast link
provided by four leading satellite TV broadcasters in China.
The information in this Report, including the exhibit, shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. It shall
not be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, except as shall be expressly set forth by specific
reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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99.1 Press Release, dated October 3, 2005.
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
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Name: Victor Tong
Title: President
Dated: October 6, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated October 3, 2005.