SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event
reported): March 27, 2014
WPCS INTERNATIONAL INCORPORATED
(Exact name of registrant as specified
in its charter)
(State or Other Jurisdiction
600 Eagleview Boulevard, Suite 300, Exton,
(Address of principal executive offices
and zip code)
Registrant’s telephone number,
including area code: (484) 359-7228
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|Item 1.01.||Entry into a Material
|Item 5.02.||Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2014, WPCS International Incorporated
(the “Company”) entered into a separation agreement (the “Separation Agreement”) with Joseph Heater (“Heater”),
the Company’s Chief Financial Officer. Pursuant to the Separation Agreement, Heater will resign, effective at the close of
business on July 31, 2014 (the “Termination Date”), as the Chief Financial Officer of the Company and from all officer
and director positions with the Company’s subsidiaries.
Pursuant to the Separation Agreement, the
Company shall pay Heater the sum of $250,000 between the Termination Date and December 31, 2014, which will be payable in five
(5) monthly installments of $41,666.67, payable on the first business day of each month from August through December 2014 and one
(1) final payment of $41,666.65 to be made on December 31, 2014. In addition, Heater shall receive a bonus of $35,000, to be paid
on July 31, 2014. Heater will also receive medical and other insurance benefits through December 31, 2014 under the applicable
plans maintained by the Company. Further, subject to stockholder approval of a new equity compensation plan, the Company shall
grant Heater options to purchase 50,000 shares of common stock, which options shall vest immediately upon issuance and shall expire
on December 31, 2014.
Effective March 27, 2014, Harvey Kesner
resigned as an independent director of the Company. In submitting his resignation, Mr. Kesner did not express any disagreement
with the Company on any matter relating to the registrant’s operations, policies or practices.
|Item 9.01||Financial Statements
|10.01||Severance Agreement, dated March 31, 2014 by and between
WPCS International Incorporated and Joseph Heater.
|99.01||Letter of Resignation from Harvey Kesner.
Pursuant to the requirement of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
||WPCS INTERNATIONAL INCORPORATED|
|Date: March 31, 2014
||/s/ JOSEPH HEATER|
||Chief Financial Officer|