mobilepro_8k-070209.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: July
2, 2009
MOBILEPRO
CORP.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State of
Incorporation)
|
000-51010
(Commission File
Number )
|
87-0419571
(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 January 7, 2009 MobilePro Corp. (the “Company”)
received notice that it and its subsidiaries, American Fiber Network, Inc.
(“AFN”) and CloseCall America, Inc. (“CloseCall”) had been served with a summons
and complaint in the York County Superior Court in Maine by Nationwide
Acquisition Corp. (“Nationwide”) and L. William Fogg (“Fogg” and the
“Complaint”). Fogg is a former executive officer of United Systems
Access, Inc. (“USA”), the entity with whom the Company executed a Purchase
Agreement (the “Agreement”) pursuant to which USA was to acquire the Company’s
internet service business (the “ISP Business”) and competitive local exchange
business (the “CLEC Business”). Pursuant to an agreement between USA
and Fogg, Nationwide subsequently acquired the ISP Business from USA and agreed
to indemnify USA for all of USA’s liabilities under a certain note payable (the
“USA Note”). Nationwide and its related companies also agreed to
indemnify USA for various USA debts or liabilities outstanding as of June 4,
2008.
The
Complaint was an action for declaratory relief to resolve certain disputes among
the Company, CloseCall, AFN, USA, Nationwide and Fogg, including, among other
things, the payment of the past due amount under the USA Note. Nationwide and
Fogg alleged that the Company made certain misrepresentations in connection with
the USA Agreement for which USA and/or Fogg were entitled to set-off against the
past due amount. In response to the Complaint, on February 10, 2009
the Company filed its answer to the Complaint, together with cross-claims
against USA, Nationwide and Fogg.
On June
8, 2009 the parties participated in a mediation of the claims raised in the
Complaint and the cross-claims alleged by the Company against USA, Nationwide
and Fogg. As a result of the mediation efforts, the parties agreed to
settle their claims pursuant to the terms of a settlement agreement (the
“Settlement Agreement”). The Settlement Agreement required the
parties to, among other things, execute general releases and required Fogg and
certain related entities to execute a promissory note replacing the USA Note
(the “New Note”). The Settlement Agreement also required Fogg
to pay amounts totaling $137,500 to the Company, AFN and CloseCall on or before
June 30, 2009. Additional amounts totaling $81,500 are required to be
paid to the Company, AFN and CloseCall on or before August 30,
2009.
The New
Note is for the principal amount of $754,000, bears interest at the rate of
6.38% and matures on March 25, 2013. Monthly principal and interest
payments in the amount of $20,108.91 commence in October 2009.
The
foregoing is intended to be a summary only of the New Note, a copy of which is
attached hereto and incorporated herein as an exhibit to this Current Report on
Form 8-K.
Item
9.01. Financial Statements and Exhibits.
10.1
|
Note
Payable dated June 30, 2009 between Mobilepro Corp. and L.
William Fogg, Nationwide Acquisition Corp. and Unified Communication
Corporation
|
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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MOBILEPRO
CORP. |
|
|
|
|
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Date: July
2, 2009
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By:
|
/s/ Jay
O. Wright |
|
|
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Jay
O. Wright
Chief
Executive Officer
Mobilepro
Corp.
|
|
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