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): _May
10, 2005
PACIFIC
MAGTRON INTERNATIONAL CORP.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation)
|
000-25277 |
88-0353141 |
|
(Commission
File Number) |
(IRS
Employer Identification Number) |
1600
California Circle, Milpitas, California
95035
(Address
of principal executive offices)
(Zip Code)
Registrant's
telephone number, including area code: (408)
956-8888
Not
Applicable
(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 (see General
Instruction A.2. 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 1.02 |
Termination of a Material Definitive
Agreement |
| Item 5.02 |
Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal
Officers. |
On May
10, 2005, Pacific Magtron International Corp. (the “Company”) terminated the
Employment Agreements, dated December 30, 2004, among the Company, Advanced
Communications Technologies, Inc., and Encompass Group Affiliates, Inc. and each
of Theodore S. Li and Hui Cynthia Lee. The Company has terminated these
Employment Agreements and the employment of Mr. Li and Ms. Lee with the Company
and its subsidiaries for “cause” pursuant to the terms of the Employment
Agreements. These Employment Agreements became effective contemporaneously with
the sale of an aggregate of 6,454,300 shares of the common stock of the Company
by Mr. Li and Ms. Lee, representing 61.56% of the then issued and outstanding
common stock, to Advanced Communications Technologies, Inc.
Prior to
termination of his Employment Agreement, Mr. Li was the Company’ Chief Financial
Officer and Chief Operating Officer, and a member of the Company’s Board of
Directors. Under its terms, termination of the Employment Agreement requires
immediate resignation of all positions that Mr. Li held as an officer or
director of the Company and its subsidiaries.
In
addition to base salaries and other compensation, the Employment Agreements
provided for payment of a signing bonus of $225,000 to each of Mr. Li and Ms.
Lee on or before January 29, 2005. No part of these bonuses has been
paid.
Under Mr.
Li and Ms. Lee’s Employment Agreements, no severance pay or other amounts are
payable by the Company upon termination for cause, other than base salary
accrued and reimbursable expenses incurred prior to the termination date. The
terms of the Employment Agreements are more fully described in the Company’s
Current Report on Form 8-K dated December 30, 2004, filed January 5, 2005, and
the forms of the Employment Agreements are filed with that Current Report as
Exhibits 10.1 and 10.2.
| Item 1.03 |
Bankruptcy or
Receivership |
On May
11, 2005, the Company and its wholly owned subsidiaries Pacific Magtron, Inc., a
California corporation, Pacific Magtron (GA), Inc., a Georgia corporation and
Livewarehouse, Inc., a California corporation, filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy Code (the
“Bankruptcy Code”) in the United States Bankruptcy Court for the District of
Nevada.
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.
|
|
PACIFIC
MAGTRON |
|
|
INTERNATIONAL
CORP. |
|
|
|
|
Date:
May 12, 2005 |
By
/s/ Martin Nielson |
|
|
|
|
|
Martin
Nielson |
|
|
Chief
Executive Officer |
|
|
|