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:
June
30,
2007
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 filing 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
30, 2007, the Registrant entered into a Purchase Agreement (the “Agreement”)
with United Systems Access, Inc. (“USA”), pursuant to which USA acquired
the Registrant’s CLEC and ISP businesses. The Agreement was dated June 29, 2007,
and effective as of June 30, 2007. On July 6, 2007, the parties amended the
Agreement to extend the closing date for the sale of the ISP business until
July
13, 2007. The closing for the CLEC business will take place following receipt
of
the necessary regulatory approvals.
The
purchase price for the businesses is $30.0 million, consisting of $21.9 million
in cash and $8.1 million in convertible preferred stock of USA. The closing
of
the sales is subject to the consent of Cornell Capital Partners, LP (“Cornell”).
The
preceding description of the Agreement is only a summary and is qualified in
its
entirety by reference to the Agreement, which is attached to this filing as
Exhibit 10.1 and incorporated by reference.
Item
8.01. Other Events.
On
July
2, 2007, Mobilepro issued a press release, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 99.1, regarding the agreement described
in
Item 1.01 on this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| |
10.1
|
Purchase
Agreement, dated as of June 29, 2007, by and between Mobilepro Corp.
and
United Systems Access, Inc.
|
| |
10.2
|
Amendment
to Purchase Agreement, dated July 6,
2007.
|
| |
10.3
|
Press
Release dated July 2, 2007.
|
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
O.
Wright |
| |
Jay
O. Wright |
| |
Chief
Executive Officer
MOBILEPRO
CORP.
|
Date:
July 6, 2007