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 OF 1934
December 31, 2004
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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)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On December 31, 2004, the Registrant entered into a Stock Purchase
Agreement with Classic Electronics Ltd., a Hong Kong corporation ("Classic") and
the stockholders of Classic, pursuant to which the Registrant purchased all of
the outstanding shares of capital stock of Classic from its two selling
stockholders (the "Selling Stockholders") for an aggregate purchase price of
12.0 million shares of common stock, par value $0.001 per share, of the
Registrant, to be issued to the Selling Stockholders pro rata based on their
ownership percentages of Classic, the cancellation of $4.0 million of
indebtedness owed by the Selling Stockholders to Classic (the "Acquisition"),
which consideration is in addition to the $1.0 million paid to Classic by the
Registrant in December 2003 as an irrevocable deposit towards the Acquisition
through the cancellation of accounts receivable then owing by Classic to the
Registrant. Mr. Ben Wong, a director of the Registrant, is a 99.9% shareholder
of Classic. The remaining 0.1% of Classic is owned by a non-related party.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of Classic required to be filed under Form
8-K shall be filed by amendment to this Form 8-K not later than 71
calendar days from the date of this Report.
(b) Pro forma financial statements of the Registrant reflecting the
Acquisition required to be filed under Form 8-K shall be filed by
amendment to this Form 8-K.
(c) Exhibits
Exhibit 10.1 Stock Purchase Agreement dated as of December 31,
2004 by and among the Registrant, Classic
Electronics, Ltd. and the stockholders of Classic
Electronics Ltd.
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: JANUARY 12, 2005
ACL SEMICONDUCTORS INC.
By: /s/ Kenneth Chan
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Name: Kenneth Chan
Title: Chief Financial Officer