Unassociated Document
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 (Date of earliest event reported): December 27, 2010
SANSWIRE
CORP.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-235332
|
88-0292161
|
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
State Road 405, Building
M6-306A, Room 1400, Kennedy Space Center, FL 32815
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (786) 288-0717
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):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ 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
|
| ITEM
3.02 |
UNREGISTERED
SALES OF EQUITY SECURITIES |
| ITEM
5.02 |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS |
On
December 27, 2010, Sanswire Corp. (the“Company”) entered into a First Amendment
to Escrow and Stock Purchase Agreement (the “Amendment”) with Michael K. Clark,
the Company’s Chairman of the Board of Directors, and Hinshaw& Culbertson
LLP to amend that certain Escrow and Stock Purchase Agreement dated as of
September 29, 2010 among the parties. The Amendment reduces the
number of shares of common stock, par value $0.00001 per share, of the Company
(the “Common Stock”) from 4,000,000 to 3,333,333 shares that Mr. Clark will
receive in return for the $250,000 he provided to facilitate the Company’s
settlement with the Securities and Exchange Commission.
On
December 27, 2010, the Company entered into a Stock Purchase Agreement withMr.
Clark, for the purchase of 3,333,333 shares of Common Stock, which shares shall
be restricted pursuant to the securities laws, in connection with the $250,000
Mr. Clark provided to facilitate the Company’s settlement with the Securities
and Exchange Commission.
On
December 27, 2010, Mr. Clarkreceived an option(the “Clark Option”) to purchase
1,333,334 shares of Common Stock at an exercise price of $0.09 per share, which
wasthe closing price of the Company’s Common Stock on the date the Company’s
Board of Directors approved the issuance of the Clark Option, pursuant to an
Option Agreement. The Clark Optionis fully vested and is exercisable until the
earlier of three years from the effective date of the Clark Option or 90 days
after the termination of Mr. Clark’s membership on the Company’s Board of
Directors.
On
December 27, 2010, the Company entered into an Agreement (the “Rescission
Agreement”) with Glenn D. Estrella, the Company’s President and Chief Executive
Officer, whereby the parties mutually agreed to rescind the issuance of
5,000,000 shares of Common Stock that had been issued to Mr. Estrella in June
2010.
On
December 27, 2010, the Company entered into an Amended and Restated Employment
Agreement (the “Employment Agreement”) with Mr. Estrella providing for a three
year term and annual salary of $250,000 per year, such salary to be accelerated
upon a change of control of the Company or Mr. Estrella’s termination of
employment without cause or for good reason. The Employment Agreement
includes one year noncompetition and non-solicitation provisions as well as
confidentiality and inventions assignment provisions.
On
December 27, 2010, Mr. Estrella received an option (the “EstrellaOption”) to
purchase 7,222,222 shares of Common Stock at an exercise price of $0.09 per
share, which was the closing price of the Company’s Common Stock on the date the
Company’s Board of Directors approved the issuance of the EstrellaOption,
pursuant to an Option Agreement. The Estrella Option is fully vested
and is exercisable until the earlier of three years from the effective date of
the Estrella Option or 90 days after the termination of Mr. Estrella’s
employment with the Company.
No
underwriting discounts or commissions were paid in connection with any of the
above agreements or securities issuances.
The
securities sold and/or issued pursuant to the above agreements were issued as
restricted securities under an exemption provided byRegulationD, Rule 506,
promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
and/or Section 4(2) of the Securities Act.
The
foregoing information is a summary of each of the agreements involved in the
transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached as
an exhibit to this Current Report on Form 8-K. Readers should review
those agreements for a complete understanding of the terms and conditions
associated with this transaction.
| ITEM
9.01 |
FINANCIAL
STATEMENTS AND EXHIBITS
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.1
|
|
First
Amendment to Escrow and Stock Purchase Agreement, dated December 27, 2010,
by and among the Company, Michael K. Clark, and Hinshaw& Culbertson
LLP
|
|
10.2
|
|
Stock
Purchase Agreement, dated December 27, 2010, between the Company and
Michael K. Clark
|
|
10.3
|
|
Option
Agreement, dated December 27, 2010 issued to Michael K.
Clark
|
|
10.4
|
|
Agreement
dated December 27, 2010, between the Company and Glenn D.
Estrella
|
|
10.5
|
|
Amended
and Restated Employment Agreement, dated December 27, 2010, betweenthe
Company and Glenn D. Estrella
|
|
10.6
|
|
Option
Agreement, dated December 27, 2010 issued to Glenn D.
Estrella
|
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 hereunto
duly authorized.
|
|
Sanswire
Corp.
|
|
|
(Registrant)
|
|
|
|
|
Date:December
30, 2010
|
/s/
Glenn D. Estrella
|
|
|
By:
Glenn D. Estrella
|
|
|
Title: President
and Chief Executive Officer
|