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:
March
19,
2008
MOBILEPRO
CORP.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-51010
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87-0419571
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(State
of Incorporation)
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(Commission
File Number )
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(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 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.
On
March
19, 2008 Gobility, Inc. (“Gobility”), which acquired the Registrant’s Kite
broadband wireless business in July 2007, entered into an agreement with DHB
Networks, LLC (“DHB Networks”) pursuant to which DHB Networks acquired the Kite
wireless network installed in Longmont, Colorado. In connection with the
transaction, DHB Networks executed two promissory notes totaling $1,800,000
(the
“Notes”) the proceeds of which will be used to pay certain obligations owed to
Motorola, Inc. and DataSales Inc. which are guaranteed by the Registrant. The
Notes are personally guaranteed by the Chief Executive Officer of DHB Networks.
The promissory notes mature in seven years, accrue interest at the rate of
nine
percent (9%) and allow interest only to be paid during the first thirty-six
months (36) of the term. If the Notes are paid in full, they would represent
approximately $.002 per share in value to the Registrant.
At
the
same time, Gobility and DHB Networks entered into a binding letter of intent
pursuant to which DHB Networks will acquire the Kite wireless network installed
in Farmer’s Branch, Texas. In connection with the pending transaction, DHB
Networks has agreed to pay a total of $1,000,000 to be paid in a combination
of
cash and a promissory note in an amount not to exceed $605,000 which proceeds
would be used to pay Harborside Investments III, LLC , the lessor of the
equipment in Farmers’ Branch. Notwithstanding the existence of the binding
letter of intent, the Registrant cannot predict whether the transaction
contemplated by the binding letter of intent will ultimately be consummated
and
specifically warns shareholders that such transaction may not close on the
terms
contemplated or at all.
The
Registrant previously announced on January 14, 2008 that it had received notice
from United Systems Access, Inc. (“USA Telephone”) which purported to terminate
the Purchase Agreement dated June 29, 2007 by and between Registrant and USA
Telephone (the “Purchase Agreement”) with respect to the closing of the
acquisition of Registrant’s CLEC assets. Although since that time the Registrant
has engaged in discussions with USA Telephone to determine whether a transaction
could be consummated, it does not appear that a transaction is likely to be
consummated; therefore, the Registrant is no longer actively pursuing
discussions with USA Telephone. Registrant disputes the validity of the claims
alleged for the purported termination, which include alleged failure to obtain
certain regulatory and contractual approvals and alleged breach of certain
representations and warranties set forth in the Purchase Agreement. Registrant
believes the purported termination is in bad faith and intends to pursue any
and
all legal and equitable remedies available to it against USA
Telephone.
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:
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/s/ Jay
O. Wright
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Jay
O. Wright
Chief
Executive Officer
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Date:
March
21, 2008 |
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