mobilepro_8k-060409.htm
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 5,
2009
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.)
|
401
Professional Drive, Suite 128
Gaithersburg,
MD 20879
--------------------
(Address
of principal executive offices) (Zip Code)
(301)
571-3476
--------------
(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
8.01. Other Events.
As previously disclosed, on May 5,
2009, the Registrant (“Mobilepro”) executed a Forbearance Agreement with YA
Global Investments, L.P. f/k/a Cornell Capital Partners, L.P. (“YA Global”)
pursuant to which YA Global has agreed to forbear for a period of thirty
days (the “Forbearance Period”) from enforcing its rights and
remedies against the Registrant and its subsidiaries under the Secured
Convertible Debenture and related agreements dated June 30, 2008 in the original
principal amount of $13,391,175 (the “Debenture”). By letter dated
June 2, 2009 (the “June 2nd Letter
”), YA Global agreed to extend the Forbearance Period until June 5, 2009 (the
“Extended Forbearance Period”). The maturity date of the Debenture
was May 1, 2009 at which time the principal amount outstanding was approximately
$13 million.
During the Extended Forbearance Period,
YA Global and the Registrant have agreed to discuss and consider a plan to repay
or restructure the Debenture. Although the Registrant intends to work
diligently with YA Global during the Extended Forbearance Period, there is no
guarantee that the parties will reach a mutually agreeable repayment or
restructuring plan. In the event the parties are unable to reach a mutually
agreeable repayment or restructuring plan, YA Global could potentially exercise
its rights as the company’s senior secured creditor which include, but are not
limited to, foreclosing on the assets of the Company. In such event
the Registrant may not have the ability to continue as a going
concern. See “Risk Factors” in Mobilepro’s most recent quarterly
report on Form 10-Q for more detail on such risks.
The
foregoing is intended to be a summary only of the Letter Agreement and is
modified in its entirety by the terms of the June 2nd Letter
, a copy of which is attached hereto and incorporated herein as an exhibit to
this Current Report on Form 8-K.
On or about June 1, 2009 we were served
with a summons and complaint in the Circuit Court for Montgomery County,
Maryland captioned Thomas E. Mazerski vs. MobilePro Corp and CloseCall America,
Inc. The plaintiff alleges claims of breach of an employment
agreement and seeks the payment of certain wages, bonuses and legal fees
totaling $270,414.28. The plaintiff further alleges that he is
entitled to seek treble damages for his wage claim under the provisions of the
Maryland Labor and Employment Section 3-507(b) (1).
The Registrant intends to vigorously
defend itself in this matter and is in the initial stages of evaluating the
appropriate counter-claims and defenses that may be asserted against Mr.
Mazerski. If Mr. Mazerski were to prevail in its complaint and obtain
a judgment and Mobilepro and CloseCall were not to prevail in any of
its potential counter-claims, such a result could have a material adverse effect
on Mobilepro’s liquidity and force Mobilepro to evaluate its legal options. See
“Risk Factors” in Mobilepro’s most recent quarterly report on Form 10-Q for more
detail on such risks.
Item
9.01. Financial Statements and Exhibits.
|
10.1
|
Letter dated
June 2, 2009 between Mobilepro Corp. and YA Global Investments,
L.P.
|
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.
Jay O.
Wright
Chief
Executive Officer
Mobilepro
Corp.
Date: June
5, 2009