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:
June
16,
2005
MOBILEPRO
CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-51010
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87-0419571
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(State
of Incorporation)
|
(Commission
File Number )
|
(IRS
Employer Identification No.)
|
6701
Democracy Blvd., Suite 300
Bethesda,
MD 20817
(Address
of principal executive offices) (Zip Code)
(301)
315-9040
(Registrant's
telephone number)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following provisions
(see
General
Instruction A.2 below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
June
16, 2004 we issued a press release to announce that our President and Chief
Executive Officer, Jay O. Wright signed an extension to his employment agreement
to remain as our Chief Executive Officer through 2007. The agreement provides
that effective April 1, 2005 Mr. Wright is paid a base salary of $210,000
per
year for calendar year 2005, $240,000 for calendar year 2006 and $270,000
for
calendar year 2007. Additionally, the agreement provides for the restructuring
of Mr. Wright's bonus compensation, which is now tied to profit and revenue
growth and an exchange listing, and a certain portion of which will be subject
to the discretion of our Board. Mr. Wright is eligible to receive annual
bonuses
of up to $240,000 based on those targets. In connection with the execution
of
the new agreement, Mr. Wright was granted additional warrants to purchase
5,000,000 shares of our common stock at an exercise price of $0.22 per share,
which warrants vest ratably from April 1, 2005 to December 31, 2007. If Mr.
Wright terminates his employment for Good Reason (as is defined in his
employment agreement) or is terminated without Cause (as is defined in his
employment agreement), Mr. Wright may be entitled to receive a lump-sum cash
payment equal to nine months salary.
A
copy of
the press release, and the amended and restated Executive Employment Agreement
are attached as exhibits under Item 9.01 of this report.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits
Furnished.
10.1 Executive
Employment Agreement, dated as of June 16, 2005.
99.1 Press
Release, dated June 16, 2005.
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 thereunto
duly authorized.
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By: |
/s/
Jay O. Wright |
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Jay
O. Wright
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President
and Chief Executive Officer
MOBILEPRO
CORP.
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Date:
June 20, 2005