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Filed by a Party other than the Registrant o | |
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Preliminary
Proxy Statement
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o
|
Confidential,
for use of the Commission only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
o
|
Soliciting
Material pursuant to Rule 14a-12
|
Payment of filing fee (check the appropriate box): | |
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|
No
fee required.
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
(1)
|
Title
of each class of securities to which transaction
applies:
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(2)
|
Aggregate
number of securities to which transaction applies:
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(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
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(4)
|
Proposed
maximum aggregate value of transaction:
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(5)
|
Total
fee paid:
|
|
o
|
Fee
paid previously with preliminary materials.
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the form or schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
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(3)
|
Filing
Party:
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(4)
|
Date
Filed:
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|
Mobilepro
Corp.
6701
Democracy Boulevard
Suite
202
Bethesda,
Maryland 20817
|
Very
truly yours,
|
|
/s/
Jay O. Wright
|
|
Jay O. Wright |
|
Chairman
and
|
|
Chief
Executive Officer
|
Christopher
W. MacFarland
|
Michael
G. O’Neil
|
|
Donald
H. Sledge
|
Jay
O. Wright
|
|
|
|
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
/s/
Tammy L. Martin
|
|
Tammy L. Martin |
|
Secretary
|
|
Name
|
|
Age
|
|
Principal
Occupation
|
|
Director
Since
|
|
Jay
O. Wright
|
|
37
|
|
Chief
Executive Officer and Chairman of the Board of Directors of Mobilepro
Corp.
|
|
2004
|
|
Michael
G. O’Neil
|
|
64
|
|
Private
investor
|
|
2004
|
|
Christopher
W. MacFarland
|
|
35
|
|
Group
Vice President and Chief Technology Officer of McLeod USA,
Inc.
|
|
2004
|
|
Donald
H. Sledge
|
|
67
|
|
Private
investor
|
|
2005
|
Director
|
Audit
Committee
|
Compensation
Committee
|
Nominating
and
Governance
Committee
|
Christopher
W. MacFarland
|
X
|
X
|
Chair
|
Michael
G. O’Neil
|
Chair
|
X
|
X
|
Donald
H. Sledge
|
X
|
Chair
|
X
|
Name
|
Fees Earned or
Paid in Cash
($)
|
Stock Awards
($)
|
Option Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||
|
|
|||||||||||||
Michael
G. O’Neil
|
33,000
|
-
|
50,470
|
-
|
-
|
-
|
83,470
|
|||||||
Christopher
W. MacFarland
|
33,000
|
-
|
50,470
|
-
|
-
|
-
|
83,470
|
|||||||
Donald
H. Sledge
|
33,000
|
-
|
50,470
|
-
|
-
|
-
|
83,470
|
|
2007
|
|
2006
|
|
|||
Audit
Fees
|
|
$
|
182,000
|
|
$
|
91,500
|
|
Audit-Related
Fees
|
|
|
23,225
|
|
31,300
|
||
Tax
Fees
|
|
|
50,000
|
|
|
49,000
|
|
All
Other Fees
|
|
|
—
|
|
|
—
|
|
Name
and Address
|
|
Title
of
Class
|
|
Shares
Beneficially
Owned
(1)
|
|
Percent
of
Class (1)
|
|
|||
Jay
O. Wright (2)
|
|
|
Common
|
|
|
20,517,409
|
|
|
2.58
|
%
|
Jerry
M. Sullivan, Jr. (3)
|
|
|
Common
|
|
|
14,278,172
|
|
|
1.83
|
%
|
Doug
Bethell (4)
|
|
|
Common
|
|
|
10,666,667
|
1.38
|
%
|
||
Tammy
L. Martin (5)
|
|
|
Common
|
|
|
1,833,333
|
|
|
*
|
|
Michael
G. O’Neil (6)
|
|
|
Common
|
|
|
1,411,500
|
|
|
*
|
|
Christopher
W. MacFarland (5)
|
|
|
Common
|
|
|
1,300,000
|
|
|
*
|
|
Donald
H. Sledge (5)
|
|
|
Common
|
|
|
1,000,000
|
|
|
*
|
|
Richard
H. Deily (5)
|
|
|
Common
|
|
|
833,333
|
|
*
|
||
Officers
and Directors as a Group (8 Persons) (7)
|
|
|
Common
|
|
|
51,840,414
|
|
|
6.69
|
%
|
__________ | |
*
|
Less
than 1%.
|
(1)
|
Applicable
percentage of ownership is based on 775,079,608 shares of common
stock
outstanding as of June 30, 2007, together with applicable options
and
warrants for each shareholder. Beneficial ownership is determined
in
accordance with the rules of the Securities and Exchange Commission
and
generally includes voting or investment power with respect to securities.
Shares of Common Stock subject to options and warrants that are
currently exercisable or exercisable within 60 days of June 30, 2007
are
deemed to be beneficially owned by the person holding such options
for the
purpose of computing the percentage of ownership of such person,
but are
not treated as outstanding for the purpose of computing the percentage
ownership of any other person.
|
(2)
|
Includes
1,244,000 shares of our Common Stock and 19,273,409 shares of Common
Stock
issuable upon the exercise of warrants to purchase our Common
Stock.
|
|
|
|
|
(3)
|
Includes
10,001,856 shares of our Common Stock and 4,276,316 shares of Common
Stock
issuable upon the exercise of warrants to purchase our Common Stock.
Options to purchase 2,368,421 shares of our Common Stock vested on
July 8,
2007 in connection with the sale of our wireless business.
|
|
(4)
|
Includes
10,000,000 shares of our Common Stock and 666,667 shares of Common
Stock
issuable upon the exercise of warrants to purchase our Common Stock.
Options to purchase 4,500,000 shares of our Common Stock will vest
upon
the closing of the sale of our CLEC business.
|
|
(5)
|
Includes
shares of Common Stock issuable upon the exercise of warrants to
purchase
our Common Stock.
|
|
(6)
|
Includes
111,500 shares of our Common Stock and 1,300,000 shares of our Common
Stock issuable upon the exercise of warrants to purchase shares of
our
Common Stock.
|
(7)
|
Includes
21,404,113 shares of our Common Stock and 30,890,848 shares of Common
Stock issuable upon the exercise of options and warrants to purchase
our
Common Stock.
|
|
Respectfully
submitted,
|
|
|
|
Donald
H. Sledge, Chairman
|
|
Christopher
W. McFarland
|
|
Michael
G. O’Neil
|
Name
and Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock
Awards
($)
|
Option
(2)
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other (3)
Compensation
($)
|
Total
($)
|
|||||||||
Jay
Wright, Chief Executive Officer
|
2007
|
247,500
|
56,250(1)
|
-
|
286,718
|
-
|
-
|
-
|
590,468
|
|||||||||
Jerry
Sullivan, Jr., President and Chief Operating Officer
|
2007
|
225,000
|
56,250(1)
|
-
|
145,776
|
-
|
-
|
-
|
427,026
|
|||||||||
Tammy
Martin, General Counsel and Chief Administrative Officer
|
2007
|
190,000
|
56,250(1)
|
-
|
41,200
|
-
|
-
|
8,400
|
295,850
|
|||||||||
Richard
Deily, Senior Vice President, Chief Accounting Officer
|
2007
|
165,000
|
56,250(1)
|
-
|
96,728
|
-
|
-
|
-
|
317,978
|
|||||||||
Douglas
Bethell, Executive Vice President
|
2007
|
60,000
|
75,000
|
-
|
84,567
|
-
|
-
|
90,000
|
309,567
|
(1)
|
The
bonus amounts represent estimates of the highest amounts that the
Named
Executive Officers might be awarded by the Compensation Committee.
Said
bonus amounts have not been finalized by the Compensation Committee
but it
is expected that the amounts will be finalized prior to the Annual
Meeting
of Stockholders.
|
(2)
|
The
amounts reflected in this column represent the compensation cost
recorded
in our financial statements during fiscal 2007 under FAS 123R for
stock
warrants awarded in fiscal 2007 and prior fiscal years. With respect
to
stock warrants, the compensation cost amounts recorded under FAS
123R have
been calculated using the Black-Scholes option pricing model based
on the
following assumptions:
|
2007
|
2006
|
2005
|
||||||||
Dividend
yield
|
-
|
%
|
-
|
%
|
-
|
%
|
||||
Expected
volatility
|
60
|
%
|
60
|
%
|
60
|
%
|
||||
Risk-free
interest rate
|
4.00
|
%
|
3.00
|
%
|
3.00
|
%
|
||||
Expected
term (in years)
|
10.00
|
10.00
|
10.00
|
(3) |
Reflects
payments made to Mr. Bethell under the terms of a consulting agreement
with DNK Enterprises II, Inc. Reflects automobile allowance payments
made
to Ms. Martin.
|
Name
|
Grant
Date
|
Estimated
Future Payouts Under
Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under
Equity
Incentive Plan Awards
|
All Other
Stock Awards:
Number
of
Shares
of
Stock
or
Units
(#)
|
All
Other
Option Awards:
Number
of
Securities
Underlying
Options
(#)
|
Exercise or
Base
Price
of
Option
Awards
($ / Sh)
|
Closing
Price on
Grant
Date
($ / Sh)
|
|||||||||||||||||||||||||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||||||||||||||||||||||||||||
Jay
Wright, Chief Executive Officer
|
2007
|
-
|
-
|
202,500
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Jerry
Sullivan, Jr., President and Chief Operating Officer
|
2007
|
-
|
-
|
225,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Tammy
Martin, General Counsel and Chief Administrative Officer
|
2007
|
-
|
-
|
95,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Richard
Deily, Senior Vice President, Chief Accounting Officer
|
2007
|
-
|
-
|
82,500
|
-
|
-
|
-
|
-
|
1,300,000
|
.036
|
.036
|
|||||||||||||||||||||||
Douglas
Bethell, Executive Vice President
|
2007
|
-
|
-
|
375,000
|
-
|
-
|
-
|
-
|
4,000,000
|
.036
|
.036
|
|
Option
Awards
|
Stock
Awards
|
||||||||||||||||||||||||||
Number
of
Securities
Underlying
Unexercised
Options
(#)
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
|
Equity
Incentive
Plan Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares
or
Units
of
Stock That
Have
Not
Vested
(#)
|
Market
Value of
Shares or
Units
of
Stock That
Have
Not
Vested
($)
|
Equity Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
($)
|
||||||||||||||||||||
Name
|
Exercisable
|
Unexercisable
|
||||||||||||||||||||||||||
Jay
Wright, Chief
|
15,182,500
|
-
|
-
|
.018
|
04/15/14
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Executive Officer |
3,484,848
|
1,515,152
|
-
|
.220
|
04/01/15
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Jerry
Sullivan, Jr., President and Chief Operating Officer
|
3,881,579
|
2,368,421
|
-
|
.174
|
02/01/16
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Tammy
Martin, General Counsel
|
1,500,000
|
-
|
-
|
.155
|
04/20/15
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
and Chief Administrative Officer |
250,000
|
250,000
|
-
|
.233
|
04/01/16
|
|||||||||||||||||||||||
Richard
Deily,
|
500,000
|
250,000
|
-
|
.310
|
06/20/15
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Senior Vice President, |
250,000
|
250,000
|
-
|
.233
|
04/01/16
|
|||||||||||||||||||||||
Chief Accounting Officer |
-
|
1,300,000
|
-
|
.036
|
03/20/17
|
|||||||||||||||||||||||
Douglas
Bethell,
|
500,000
|
500,000
|
-
|
.233
|
04/01/16
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Executive
Vice President
|
-
|
4,000,000
|
-
|
.036
|
03/20/17
|
AUDIT
COMMITTEE
|
|
Michael
G. O'Neil, Chairman
|
|
Christopher
W. MacFarland
|
|
Donald
H. Sledge
|
|
THE
BOARD OF DIRECTORS
August
24, 2007
|
1. To
elect four directors to our Board of Directors, each to serve until
our
2008 Annual Stockholders Meeting and until his successor has been
elected
and qualified or until his earlier resignation, death or removal.
Our
Board of Directors intends to present the following nominees for
election
as directors.
|
Nominees: | (1) Christopher W. MacFarland | (2) Michael G. O’Neil |
(3) Donald H. Sledge | (4) Jay O. Wright | |
FOR o | o WITHHOLD | |
ALL NOMINEES |
FOR
ALL NOMINEES
|
________________________________
For
all Nominees except as noted above
|
|||
|
|
|
|
|
|
|
|
2. To
approve the ratification of the appointment of Bagell, Josephs, Levine
& Company, L.L.C. as our independent registered public accounting firm
for the fiscal year ending March 31, 2008.
|
FOR
o
|
AGAINST
o
|
ABSTAIN
o
|
|
|
|
|
Signature:
|
||
Date:
|
||
Signature:
|
||
Date:
|
||