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:
August
27, 2007
MOBILEPRO
CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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000-51010
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87-0419571
|
|
(State
of Incorporation)
|
(Commission
File Number )
|
(IRS
Employer Identification No.)
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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
1.01 Entry into a Material Definitive Agreement.
On
August
27, 2007, the Registrant (“Mobilepro”) entered into an Addendum to Second
Amended and Restated Executive Employment Agreement (the “Addendum”) with Jay O.
Wright, Mobilepro’s CEO and Chairman of the Board of Directors. Under the terms
of the Addendum, Mr. Wright will be employed through June 30, 2008, his annual
salary commencing January 1, 2008 will be reduced from $270,000 to $240,000,
and
he will receive a warrant for up to 10,000,000 shares of Mobilepro common stock,
par value $0.001 per share (“Warrant Stock”) and a cash bonus under the terms
described below. The Warrant Stock shall have an exercise price of $0.0075
per
share to vest as follows: 3,000,000 shares of Warrant Stock to vest immediately
upon the closing of the sale of the CLEC subsidiaries to USA Telephone;
2,000,000 shares of Warrant Stock to vest immediately upon eliminating the
Company’s debt to Yorkville Advisors, LLC (f/k/a Cornell Capital Partners, LP);
2,000,000 shares of Warrant Stock to vest immediately upon the closing of the
sale of at least 80% of the telephones of Davel Communications; 1,000,000 shares
of Warrant Stock to vest immediately upon elimination of the debt of Kite
Broadband, LLC and Kite Networks, Inc. from the Company’s balance sheet,
including any guaranties related thereto; and 2,000,000 shares of Warrant Stock
to vest immediately upon completing an acquisition into a new line of business,
which acquisition shall have received Board approval. A
cash
bonus of up to $100,000 shall be paid as follows: $20,000 for achieving three
of
the five objectives above, $50,000 for achieving four of the five objectives
above and $100,000 for achieving all five objectives above. In addition, Mr.
Wright may receive up to an additional cash bonus of up to $100,000 at the
discretion of the Board of Directors.
The
foregoing is intended to be a summary only of the Addendum and is modified
in
its entirety by the terms of the Addendum, a copy of which is attached hereto
and incorporated herein as an exhibit to this Current Report on Form
8-K.
Item
3.02. Unregistered Sales of Equity Securities.
The
Board
of Directors of Mobilepro approved on August 27, 2007 the issuance of up to
19,000,000 shares of its common stock as follows: a warrant for up to 10,000,000
shares of its common stock to Jay O. Wright, as described in Item 1.01, above;
a
warrant to each of Richard H. Deily, Mobilepro’s Chief Accounting Officer, and
Tammy L. Martin, Mobilepro’s Chief Administrative Officer, for 3,000,000 shares
of its common stock in recognition of both employees staying with Mobilepro
during its sale of its assets and without the protection of a written employment
agreement, to vest at the earlier of June 30, 2008 or should their employment
with Mobilepro be terminated without cause, including as a result of a merger
or
acquisition resulting in a change of control;
and
1,000,000 shares of common stock to each of Mobilepro’s independent directors,
Donald Sledge, Michael O’Neil and Christopher MacFarland, to vest equally over
12 months commencing September 2007. The issuance of the securities will be
made
pursuant to an exemption from registration provided by Section 4(2) of the
Securities Act and/or Regulation D promulgated under the Securities Act of
1933, as amended.
Item
9.01. Financial Statements and Exhibits.
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10.1
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Addendum
to Second Amended and Restated Executive Employment Agreement for
Jay O.
Wright, dated August 27, 2007
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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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Chief
Executive Officer
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MOBILEPRO
CORP.
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Date:
August 29, 2007