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 30, 2005
(Date of Earliest Event Reported)
ACL SEMICONDUCTORS INC.
(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
(Address of principal executive offices)
(852) 2799-1996
(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, 2005, 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") in consideration for the cancellation
of approximately $4.0 million of indebtedness owed by the Selling Stockholders
to Classic (the "Acquisition") as of the date of 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, was a 99.9% shareholder
of Classic. The remaining 0.1% of Classic was 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 30, 2005 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 5, 2006
ACL SEMICONDUCTORS INC.
By: /s/ Kenneth Chan
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Name: Kenneth Chan
Title: Chief Financial Officer