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:
February
8, 2006
MOBILEPRO
CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
000-51010
|
87-0419571
|
|
(State
of Incorporation)
|
(Commission
File Number )
|
(IRS
Employer Identification No.)
|
6701
Democracy Blvd., Suite 202
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
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On
February 8, 2006 we elected Mr. Jerry M. Sullivan, Jr. as a new member of our
Board of Directors. The election of Mr. Sullivan increases the number of
directors to six. Since 2000 Mr. Sullivan had been serving as Chairman,
President and Chief Executive Officer of Kite Networks, Inc., our wholly-owned
subsidiary that provides wireless broadband Internet services, and since its
inception in 2005 as Chief Executive Officer of Kite Broadband, LLC, our
wholly-owned subsidiary that manages the existing North American operations
for
Sprint Broadband Direct, the fixed wireless broadband business unit of Sprint.
From 1998 through 2000, Mr. Sullivan was Director, Executive Vice President
and
Chief Operating Officer of Tritel, Inc. (formerly NASDAQ:TTEL), an AT&T
Wireless affiliate that he co-founded. From 1991-2000 Mr. Sullivan was Director,
Vice President and Chief Operating Officer of Mercury Communications, a cellular
management company.
Under
the
terms of his Executive Employment Agreement dated February 1, 2006 Mr. Sullivan
became President and Chief Operating Officer of Mobilepro Corp. Mr. Sullivan
also was appointed Chief Executive Officer of the wireless division of the
Company. We granted Mr. Sullivan a warrant to purchase 10,000,000 shares of
our
common stock at an exercise price of $0.174 per share, of which 2,500,000 shares
vested as of February 1, 2006, 3,750,000 vest ratably over 38 months from
February 1, 2006 through March 31, 2009 and 3,750,000 will vest according to
goals mutually established by our Compensation Committee and Mr. Sullivan.
A
copy of his Executive Employment Agreement is attached as Exhibit
10.1.
In
connection with our purchase of the remaining 49% of Kite Broadband, LLC and
our
purchase of 100% of Kite Networks, Inc., Mr. Sullivan received 9,992,647 shares
of our common stock through his ownership interest of these entities. In
addition to the above, members of Mr. Sullivan’s immediate family received
9,946,896 shares of our common stock through their ownership of Kite Broadband,
LLC and Kite Networks, Inc.
Item
9.01. Financial Statements and Exhibits.
| 10.1 |
Executive
Employment Agreement dated February 1, 2006 between Jerry
M. Sullivan, Jr. and the Company.
|
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.
By:
/s/ Jay W. Wright
Jay
O.
Wright
Chairman
and Chief Executive Officer
MOBILEPRO
CORP.
Date:
February 13, 2006