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
Date of Report (Date of earliest event reported) April 13, 2006
ACL SEMICONDUCTORS INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-50140 16-1642709
--------------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer Identification No.)
jurisdiction of
incorporation)
B24-B27,1/F., Block B, Proficient Industrial Centre, 6 Wang N/A
Kwun Road, Kowloon, Hong Kong
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (852) 2799-1996
--------------------------------------------------------------------------------
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 6, 2006, ACL Semiconductors Inc., a Delaware corporation
(the "Registrant") filed a report on Form 8K announcing that it had entered into
a Stock Purchase Agreement dated as of December 30, 2005 (the "Original
Agreement") with Classic Electronics Ltd., a Hong Kong corporation ("Classic")
and the stockholders of Classic (the "Selling Stockholders"), pursuant to which
the Registrant agreed to acquire all of the outstanding shares of capital stock
of Classic from the Selling Stockholders in consideration for the cancellation
of an aggregate of approximately $4.0 million of indebtedness owed by the
Selling Stockholders to Classic as of the date of the acquisition, which
consideration was in addition to $1.0 million paid to Classic by the Registrant
in December 2003 as a non-refundable deposit towards the consummation of the
sale of Classic to the Registrant through cancellation of accounts receivable
then payable 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.
As a result of certain difficulties encountered by the Selling
Stockholders and Classic in being able to provide certain information required
by the Registrant, the parties have agreed that it is in their respective best
interests to rescind the Original Agreement.
Accordingly, on April 13, 2006, the Registrant entered into a
Rescission Agreement (the "Rescission Agreement") with Classic and the Selling
Stockholders, whereby the parties agreed to rescind the Original Agreement and
to immediately return all consideration and deliveries made pursuant to the
Original Agreement so that each of the parties was restored to their respective
positions prior to the consummation of the Original Agreement. The Registrant,
Classic and the Selling Stockholders further agreed to release and discharge
each other party and their respective representatives and affiliates from any
and all liability relating to or arising out of the Original Agreement and the
rescission thereof; however, such release shall not apply to the obligations of
the parties under the Rescission Agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
10.1 Rescission Agreement by and among the Registrant,
Classic Electronics Ltd., and the Holders of Capital
Stock of Classic Electronics Ltd. as identified in
Schedule A to the Rescission Agreement.
-2-
SIGNATURE
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.
Dated: April 13, 2006
ACL SEMICONDUCTORS INC.
By: /s/ Chung-Lun Yang
--------------------------
Name: Chung-Lun Yang
Title: Chief Executive Officer
-3-