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): November 20, 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.)
c/o
PacificNet Inc.
23/F,
Tower A, TimeCourt, No.6 Shuguang Xili,
Chaoyang
District, Beijing, China 100028
(Address
of principal executive offices and zip code)
(Registrant's
telephone number including area code)
601
New Bright Building, 11 Sheung Yuet Road,
Kowloon
Bay, Kowloon, Hong Kong
(Registrant's
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 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(b) under the Exchange Act (17 CFR
240.14a-12(b))
[
] 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
November 20, 2006, PacificNet Inc. (the “Company”), issued a press release and
hosted a conference call during which the Company discussed its unaudited
operating results for the third quarter of 2006, the financial outlook for
fiscal 2006 and fiscal 2007, and its decision to focus on high-margin business
in the gaming technology industry and to seek strategic alternatives for its
telecom business.
A
second
press release was issued on November 20th to correct information in the initial
press release. The corrected press release changed figures in the fifth and
tenth bullet points in the first section of bullets as well as in the second
bullet of the section titled "Business Outlook" as follows:
1.
Quarterly EPS was incorrectly disclosed as $0.10 and should have been ($0.10).
The corrected press release states:
Quarterly
net loss of $1,115,000, or EPS of ($0.10) per basic share, and ($0.10) per
diluted share, represented a decrease of 282% as compared to net income of
$611,000, or $0.06 per basic share or $0.05 per diluted share in Q3 2005. Net
profit margin decreased to (8.7%) for Q3 2006 from 5.5% for Q3 2005.
2.
Quarterly operating profit for the VAS and Products (Telecom & Gaming)
business segments were incorrectly disclosed as $833,000 and $191,000,
respectively, and should have been ($833,000) and ($191,000), respectively.
The
corrected press releases states:
Quarterly
revenues of $3,733,000, $2,350,000, and $6,411,000; and operating profit of
$113,000, $(833,000), and $(191,000) were generated from the Company's three
business units: (1) CRM Outsourcing Services, (2) Value Added Services (VAS)
and
(3) Products (Telecom & Gaming), respectively.
3.
Under
“Business Outlook” for fiscal 2006, projected net income was mistakenly stated
as $0.9 to $0.11 per basic share and should have been $0.09 to $0.11. The
corrected press release in the second bullet under the fiscal 2006 outlook
states:
| |
·
|
Net
income projected to be in the range of $1.0 to $1.2 million, or about
$0.09 to $0.11 per basic share.
|
A
copy of
the corrected press release is attached hereto as Exhibit 99.1, and a transcript
of the conference call is attached hereto as Exhibit 99.2.
Item
9.01
Financial
Statements and Exhibits.
|
Exhibit
No.
|
Description
|
|
99.1
|
Corrected
Press Release:
PacificNet
Reports Third Quarter Results
*
Q3 Revenues Increased 16.5% Year-Over-Year to $12.9 Million* Company
to
Focus on High-Margin Game and Gaming Technology Business and Seeks
Strategic Alternative for Low-Margin Telecom Business* Company to
Host
Conference Call at 8 a.m. Eastern Time Monday to Discuss Results
and New
Focus
|
| |
|
|
99.2
|
November
20, 2006 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:
November 27, 2006
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
99.1
|
Corrected
Press Release:
PacificNet
Reports Third Quarter Results
*
Q3 Revenues Increased 16.5% Year-Over-Year to $12.9 Million* Company
to
Focus on High-Margin Game and Gaming Technology Business and Seeks
Strategic Alternative for Low-Margin Telecom Business* Company to
Host
Conference Call at 8 a.m. Eastern Time Monday to Discuss Results
and New
Focus
|
| |
|
|
99.2
|
November
20, 2006 conference call transcript
|
4