8-K 1 pfsy8k.htm PACIFIC SYSTEMS 8-K ~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

WASHINGTON, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~ REPORT

~~Date~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(d): OF THE ~~January~~SECURITIES 3,EXCHANGE ~~2001~~ ACT OF 1934

~~AMERICAN~~November ~~CHAMPION ENTERTAINMENT~~1, ~~INC. (Exact name of registrant as specified in its charter)~~ 2002

(Date of report)

333-18967 94-3261987
(Commission File Number) (IRS Employer Identification Number)
PACIFIC SYSTEMS CONTROL TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in its Charter)

~~22320 Foothill Boulevard, Suite 260 Hayward, California 94541 (Address of Principal Executive Offices including zip code)~~ Delaware

(State of Incorporation)

~~(510)~~0-~~728-0200 (Registrant's telephone number, including area code)~~ 22833

(Commission File Number)

~~1694 The Alameda, Suite 100, San Jose, California 95126 (Former name or former address, if changed since last report)~~ 90-0013185

(IRS Employer ID)

~~ITEM~~100 1.Marine ~~Changes~~Parkway, inSuite ~~Control~~325 Redwood ofShores, ~~Registrant.~~California 94065

(Address of Principal Executive Offices)

~~In April and September, 2000, American Champion Entertainment, Inc.~~ (~~"ACEI" or the "Company"~~650) ~~sold an aggregate of $2,000,000 of 8% debentures, which were convertible into common stock at a price of $1.75 per share, subject to adjustment. The debentures were sold to:~~ 688-5878

(Registrant's telephone number, including area code)

ITEM 5. Other Events.

Name of investor:	Amount of debentures:
AMRO International, S.A.	$666,668.00
The Endeavour Capital Investment Fund	$666,666.00
Celest Trust Reg.	$333,334.00
Balmore S.A.	$333,332.00

On November 1, 2002, Pacific Systems Control Technology, Inc. ("Pacific") has signed an agreement with Holley Import and Export Company of Hangzhou, China ("Holley ImpExp") for the delivery of $20 million of four types of fully electronic and modularly designed electricity meters to China. The transactions involves Holley ImpExp as the buyer, with products specifically designed and manufactured for Pacific and Holley ImpExp by International Utility Information Systems Corporation of Scotts Valley, California ("Utility Systems"). The total order of $20 million in meters will be divided into five releases to be delivered over a period of approximately two years starting in April 2003. An affiliate of Holley ImpExp, Holley Holding USA Ltd., a the largest shareholder of Pacific.

On December 27, 2000, ACEI entered into an agreement with the existing debenture holders and Holley Holding (U.S.A) Ltd., for Holley Holding (U.S.A.) Ltd. to purchase all of such outstanding debentures for an aggregate of $1,900,000. Such funds were part of Holley Holding's working capital. Concurrently with the closing of the purchase on January 3, 2001, the debentures were converted in their entirety into 12,610,837 shares of ACEI common stock. In addition, Holley Holding (U.S.A.) Ltd. also signed an agreement with ACEI on December 27, 2000, to purchase $1 million of common stock priced $.16 per share, or 6,250,000 shares of common stock. This transaction will become effective upon receiving approval from the shareholders of ACEI. As part of such transaction, Holley Holding (U.S.A.) Ltd. is entitled to appoint up to three members to the Board of Directors of ACEI. SIGNATURES

~~SIGNATURES~~ 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.

~~Pursuant~~PACIFIC toSYSTEMS ~~the~~CONTROL ~~requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934~~TECHNOLOGY, ~~the Registrant has duly caused this report to be signed on its behalf by the Undersigned, thereunto duly authorized~~INC.

~~AMERICAN~~/s/ ~~CHAMPION~~ANTHONY ~~ENTERTAINMENT, INC. (Registrant) Date: January 18, 2001~~ CHAN

By: Anthony Chan
Chief Executive Officer

ByDated: ~~/s/~~ ~~Anthony~~November K.14, ~~Chan~~ 2002

~~Item 7. Material to be Filed as Exhibits.~~EXHIBITS

1. ~~Agreement~~ ~~between~~Supply ~~American~~Agreement ~~Champion~~For ~~Entertainment, Inc.,~~Four ~~Holley~~Types ~~Holding~~of ~~(U.S.A.)~~Electronic ~~Ltd.~~Meters, ~~and certain holders of Convertible Debentures,~~ dated as of November ~~December 27~~1, ~~2000~~2002.

2. Agreement between American Champion Entertainment, Inc. and Holley Holding (U.S.A.) Ltd., dated as of December 27, 2000.

333-18967	94-3261987
(Commission File Number)	(IRS Employer Identification Number)

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