PacificNet Inc.
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): March
13, 2006
PacificNet
Inc.
(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
(Address
of principal executive offices and 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 (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
3.02 Unregistered Sales of Equity Securities
On
March
13, 2006, the Registrant consummated a private offering of $8,000,000 principal
amount variable debentures due March 2009 (the “Debentures”) at an initial fixed
conversion price of $10.00, and warrants to purchase up to 400,000 shares of
the
Registrant’s common stock exercisable for a period of 5 years at an exercise
price of $12.20 per share (the “Warrants”) with several institutional investors,
which included Whalehaven Capital Fund Limited, DKR Soundshore Oasis Holding
Fund Ltd., Basso Fund Ltd., Basso Multi-Strategy Holding Fund Ltd., Basso
Private Opportunities Holding Fund Ltd., Iroquois Master Fund Ltd., C.E.
Unterberg, Towbin Capital Partners I, LP and Alpha Capital AG. C.E. Unterberg,
Towbin advised the Registrant and acted as lead placement agent.
The
Registrant has agreed to file a registration statement covering the resale
of
the shares underlying the Debentures and the Warrants under the Securities
Act
of 1933, as amended, on the earlier of (i) April 30, 2006, or (ii) the
30th
calendar
day following the date the Registrant files its Form 10-KSB with the Securities
and Exchange Commission.
The
Debentures and Warrants were sold in a transaction not involving a public
offering and were issued without registration in reliance upon the exemption
from registration afforded by Section 4(2) of the Securities Act of 1933, as
amended and Regulation D promulgated thereunder.
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:
March 14, 2006