UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DECEMBER 31, 2003
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(Date of Earliest Event Reported)
ACL SEMICONDUCTORS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-50140 16-1642709
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
B24-B27,1/F., BLOCK B, PROFICIENT INDUSTRIAL CENTRE, 6 WANG KWUN ROAD, KOWLOON, HONG KONG
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(Address of principal executive offices)
(852) 2799-1996
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(Registrant's telephone number, including area code)
This is Amendment No.1 to the Current Report on Form 8-K dated December 31, 2003
and filed with the Securities and Exchange Commission on March 24, 2004 (the
"Original Filing"), for the purpose of filing the executed copies of the
agreements related to the transaction among the Registrant and Professional
Traders Fund, LLC ("PTF"). Except as indicated below and filed herewith, the
exhibits listed below were filed as exhibits to the Original Filing.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit 10.6 Note Subscription dated as of December 31, 2003 by and between the Registrant and PTF.
Exhibit 10.7 12% Senior Subordinated Convertible Note due December 31, 2004 in the aggregate principal amount
of $250,000 issued by the Registrant to PTF.
Exhibit 10.8 Limited Guaranty and Security Agreement, dated as of December 31, 2003 by and among the
Registrant, PTF and the guarantors set forth therein (the "Guarantors").
Exhibit 10.9 Stock Purchase and Escrow Agreement dated as of December 31, 2003, by and among,
PTF, the Guarantors and the law firm of Sullivan & Worcester LLP, as escrow agent.
Exhibit 10.10 Form of Letter Agreement dated as of December 31, 2003 by and between the
Registrant and PTF.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: APRIL 12, 2004
ACL SEMICONDUCTORS INC.
By: /s/ Chung-Lun Yang
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Name: Chung-Lun Yang
Title: Chief Executive Officer