Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
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Filed by the Registrant
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Filed
by a Party other than the Registrant
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for use of the Commission only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material pursuant to Rule 14a-12
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MOBILEPRO
CORP.
(Name
of
Registrant as Specified in its Charter)
(Name
of
Person(s) Filing Proxy Statement)
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Payment
of filing fee (check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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of each class of securities to which transaction
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Per
unit price or other underlying value of transaction computed pursuant
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fee is
calculated and state how it was determined):
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paid previously with preliminary materials.
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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.
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Schedule or Registration Statement No.:
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Mobilepro
Corp.
6701
Democracy Boulevard
Suite
202
Bethesda,
Maryland 20817
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Dear
fellow Stockholder:
You
are
cordially invited to attend our 2008 Annual Stockholders Meeting to be held
on
Thursday, October 23, 2008 at 10:00 a.m. local time at the Marriott
Bethesda Suites, 6711
Democracy Boulevard, Bethesda, Maryland 20817. The doors will open at 9:30
a.m.
and the Stockholders Meeting will start promptly at 10:00 a.m.
The
matters to be acted upon at the meeting are described in detail in the
accompanying Notice of Annual Stockholders Meeting and Proxy
Statement.
If
you
received your annual meeting materials by mail, the Notice of Annual Meeting,
Proxy Statement, and Annual Report on Form 10-K, Form 10-K/A and proxy card
from
the Board of Directors of Mobilepro Corp. are enclosed. If you received your
annual meeting materials via e-mail, the e-mail contains voting instructions
and
links to the Proxy Statement and Annual Report on Form 10-K and Form 10-K/A
on
the Internet.
Please
use this opportunity to take part in our business by voting on the matters
to
come before this meeting. Whether
or not you plan to attend the meeting, beneficial holders may cast votes online,
even if you did not receive your annual meeting materials
electronically.
To vote
online, follow the instructions for online voting contained within your annual
meeting materials. In addition, you may vote by telephone by following the
instructions for telephone voting contained within your annual meeting
materials. If you received your annual meeting materials by mail and do not
wish
to vote online or by telephone (or you are unable to so), please complete,
date,
sign and promptly return the enclosed proxy card in the enclosed envelope before
the meeting so that your shares will be represented at the meeting. Voting
online, by telephone, or by returning the proxy card does not deprive you of
your right to attend the meeting and to vote your shares in person; however,
you
can only vote your shares once.
We
encourage you to help us save money on printing and mailing costs, by
signing
up for electronic delivery of Mobilepro stockholder
communications.
For more
information, see the “Electronic Delivery of Mobilepro Stockholder
Communications” section of the enclosed Proxy Statement.
I
look
forward to meeting you on October 23, 2008.
Very
truly yours,
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/s/
Jay O. Wright
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Jay
O. Wright
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Chairman
and
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Chief
Executive Officer
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Mobilepro
Corp.
6701
Democracy Boulevard, Suite 202
Bethesda,
Maryland 20817
Notice
of
Annual
Meeting of Stockholders
To
Be Held Thursday, October 23, 2008
To
our
Stockholders:
Our
2008
Annual Meeting of Stockholders will be held at the Marriott Bethesda Suites,
6711 Democracy Boulevard, Bethesda, Maryland 20817, on Thursday, October 23,
2008 at 10:00 a.m., local time. The doors will open at 9:30 a.m. and the Annual
Stockholders' Meeting will start promptly at 10:00 a.m.
At
the
meeting you will be asked to consider and vote upon the following
matters:
1. The
election of two directors to our Board of Directors, each to serve until our
2009 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:
Donald
H.
Sledge Jay
O.
Wright
2.
To
amend the Certificate of Incorporation to increase the authorized number of
shares of common stock from 1,500,000,000 shares to 3,000,000,000.
3.
To
amend the Certificate of Incorporation to effect a reverse stock split of the
common stock, $.001 par value, of the Company by a ratio of not less than
one-for-two and not more than one-for-ten, with the exact ratio to be set within
such range in the discretion of the Board of Directors, without further approval
or authorization of stockholders.
4.
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, 2009.
5.
The
approval to adjourn or postpone the annual meeting until Thursday, November
6,
2008 to permit further solicitation of proxies in the event that an insufficient
number of shares is present in person or by proxy to approve the proposals
presented at the Annual Stockholders Meeting.
6. To
transact any other business that may properly come before the 2008 Annual
Meeting of Stockholders or any adjournment or postponement of the
meeting.
These
items of business are more fully described in the attached Proxy Statement.
Only
stockholders of record at the close of business on August 28, 2008 are entitled
to notice of and to vote at the meeting or any adjournment or postponement
of
the meeting.
BY
ORDER OF THE BOARD OF DIRECTORS
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/s/
Tammy L. Martin
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Tammy
L. Martin
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Secretary
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Whether
or not you plan to attend the meeting in person, please either cast your vote
online, by telephone, or by completing, dating, signing and promptly returning
the enclosed proxy card by mail before the meeting so that your shares will
be
represented at the meeting.
Bethesda,
Maryland
September
12, 2008
Your
Vote Is Important. Please Vote Your Shares.
Mobilepro
Corp.
6701
Democracy Boulevard, Suite 202
Bethesda,
Maryland 20817
Proxy
Statement
September
12, 2008
The
accompanying proxy is solicited on behalf of the Board of Directors of Mobilepro
Corp., a Delaware corporation (referred to herein as “Mobilepro” or the
“Company”), for use at the 2008 Annual Stockholders Meeting (the “2008 Annual
Meeting”) to be held at the Marriott Bethesda Suites, 6711 Democracy Boulevard,
Bethesda, Maryland 20817, on Thursday, October 23, 2008 at 10:00 a.m., local
time. This Proxy Statement and the accompanying form of proxy card are being
mailed on or about September 12, 2008 to stockholders of record. Our Annual
Report on Form 10-K and Form 10-K/A for fiscal year 2008 are enclosed with
this
Proxy Statement.
INFORMATION
CONCERNING VOTING AND PROXY SOLICITATION
Voting
Each
stockholder is entitled to one vote for each share of Mobilepro common stock
(“Common Stock”), the stockholder owns as of the Record Date, with respect to
all matters presented at the 2008 Annual Meeting. Stockholders do not have
the
right to cumulate their votes in the election of directors.
Record
Date
Only
stockholders of record at the close of business (5:00 p.m. Eastern Daylight
Time) on August 28, 2008 (the “Record Date”) are entitled to notice of and to
vote at the meeting and at any adjournment or postponement thereof. Stockholders
of record will be entitled to one vote for each share of Common Stock held.
For
information regarding holders of more than 5% of the outstanding Common Stock,
see “Principal Stockholders.”
Shares
Outstanding
At
the
close of business on the Record Date, there were [775,821,796] shares of Common
Stock outstanding. The closing price of our Common Stock on the Record Date,
as
reported by the OTC Bulletin Board market was[$0.0___] per share.
Quorum;
Effect of Abstentions and “Broker Non-Votes”
A
majority of the shares of Common Stock outstanding on the Record Date, present
in person or represented by proxy, will constitute a quorum for the transaction
of business at the meeting.
If
stockholders indicate on their proxy card that they wish to abstain from voting,
including brokers holding their customers’ shares of record who cause
abstentions to be recorded, these shares are considered present and entitled
to
vote at the Annual Meeting. These shares will count toward determining whether
or not a quorum is present. However, these shares will not be taken into account
in determining the outcome of any of the proposals.
If
a
stockholder does not give a proxy to his/her broker with instructions as to
how
to vote the shares, the broker has authority under New York Stock Exchange
rules
to vote those shares for or against “routine” matters, such as the election of
directors to our Board and the ratification of Bagell, Josephs, Levine &
Company, LLC, as our independent registered public accounting firm. Brokers
cannot vote on their customers’ behalf on “non-routine” proposals. These rules
apply to us notwithstanding the fact that shares of our Common Stock are traded
on the OTC Bulletin Board market. If a broker votes shares that are unvoted
by
its customers for or against a “routine” proposal, these shares are counted for
the purpose of establishing a quorum and will also be counted for the purpose
of
determining the outcome of such “routine” proposals. If a broker chooses to
leave these shares unvoted, even on “routine” proposals, they will be counted
for the purpose of establishing a quorum, but not for determining the outcome
of
any of the proposals.
Voting
Rights; Required Vote
Holders
of Mobilepro Common Stock are entitled to one vote for each share held as of
the
Record Date. The effect of abstentions (i.e. if you or your broker mark
“ABSTAIN” on a proxy card) and broker non-votes on the counting of votes for
each proposal is described below. Broker non-votes occur when shares held by
a
broker for a beneficial owner are not voted with respect to a particular
proposal because (1) the broker does not receive voting instructions from the
beneficial owner, and (2) the broker lacks discretionary authority to vote
the
shares. Banks and brokers cannot vote on their clients’ behalf on “non-routine”
proposals. For the purpose of determining whether Stockholders have approved
a
matter, abstentions are treated as shares present or represented and voted.
Broker non-votes are not counted or deemed to be present or represented for
the
purpose of determining whether Stockholders have approved a matter, though
they
are counted toward the presence of a quorum as discussed above.
The
votes
required to approve each proposal are as follows:
•
Election of Directors. Directors will be elected by a plurality of the votes
of
the shares present in person or represented by proxy at the meeting and entitled
to vote in the election of directors. Abstentions and broker non-votes are
not
taken into account in determining the outcome of the election of
directors.
•
Remaining Proposals. Approval of the remaining proposal requires the affirmative
vote by holders of at least a majority of the shares of Mobilepro Common Stock
who attend the meeting in person, or are represented at the meeting by proxy.
Abstentions will have the effect of a vote against this proposal, while broker
non-votes will not be taken into account in determining the outcome of the
vote
on this proposal.
This
Proxy Statement is furnished in connection with the solicitation of proxies
by
the Board of Directors of Mobilepro Corp. to be voted at the Annual Meeting
of
Stockholders to be held at the Marriott Bethesda Suites, 6711 Democracy
Boulevard, Bethesda, Maryland 20817 on Thursday, October 23, 2008 at 10:00
a.m.
local time. The Board of Directors would like to have all Stockholders
represented at the meeting. Please complete, sign and return your proxy card
in
the enclosed return envelope, telephone the toll-free number listed on your
proxy card, or use the Internet site listed on your proxy card.
The
accompanying Notice of Annual Meeting, this Proxy Statement and the proxy card
are first being mailed to Stockholders on or about September 12, 2008.
Mobilepro’s Annual Report on Form 10-K and Form 10-K/A for the recently
completed fiscal year, which includes the consolidated financial statements
of
the Company, are also enclosed.
Only
holders of record of the Company’s Common Stock at the close of business on the
Record Date will be entitled to vote at the Annual Meeting or any adjournments
or postponements of such meeting. On the Record Date, the Company had
[775,821,796] shares of Common Stock issued and outstanding. In the election
of
directors, and for any other matters to be voted upon at the 2008 Annual
Meeting, each issued and outstanding share of Common Stock is entitled to one
vote.
You
may
revoke your proxy at any time before it is voted. Unless so revoked, the shares
represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof. You may revoke your proxy at any time before it is voted
by delivering written notice of revocation to the Secretary of the Company
at
6701 Democracy Boulevard, Suite 202, Bethesda, Maryland 20817, by executing
and
delivering a subsequently dated proxy, by voting by telephone or through the
Internet on a later date, or by attending the Annual Meeting and voting in
person. Proxies solicited by the Board of Directors of the Company will be
voted
in accordance with the directions given therein. Where
no instructions are indicated, proxies will be voted in accordance with the
recommendations of the Board of Directors with respect to the proposal described
herein.
A
quorum
of stockholders is necessary to take action at the 2008 Annual Meeting. The
presence, in person or by proxy, of the holders of a majority of the shares
of
Common Stock of the Company entitled to vote at the meeting will constitute
a
quorum. Votes cast by proxy or in person at the meeting will be tabulated by
the
inspector of elections appointed for the meeting and will be counted as present
for purposes of determining whether a quorum is present. The inspector of
elections will treat broker non-votes as present and entitled to vote for
purposes of determining whether a quorum is present. “Broker non-votes” refers
to a broker or other nominee holding shares for a beneficial owner not voting
on
a particular proposal because the broker or other nominee does not have
discretionary voting power regarding that proposal and has not received
instructions from the beneficial owner.
The
expenses of solicitation, including the cost of printing and mailing, will
be
paid by the Company. Proxies are being solicited principally by mail, by
telephone and by e-mail. In addition, directors, officers and employees of
the
Company, designated by an officer or director, may solicit proxies personally,
by telephone, by fax, by email or by special letter. The Company may also
reimburse brokers, nominees and other fiduciaries for their reasonable expenses
in forwarding proxy materials to beneficial owners.
Voting
of Proxies
Most stockholders have
three options for submitting their votes: (1) via the Internet, (2) by telephone
or (3) by mail. If you have Internet access, you may submit your proxy from
any
location in the world by following the “Vote by Internet” instructions on the
proxy card. If you live in the United States or Canada, you may submit your
proxy by following the “Vote by Telephone” instructions on the proxy card. If
you complete and properly sign each proxy card you receive and return it in
the
enclosed envelope to us, it will be voted in accordance with the specifications
made on the proxy card. If no specification is made on a signed and returned
proxy card, the shares represented by the proxy will be voted “for” each
proposal, including “for” the election to the Board of each of the nominees
named on the proxy card, and “for” any other matter that may be properly brought
before the meeting. We encourage stockholders with Internet access to record
your vote on the Internet or, alternatively, to vote by telephone. Internet
and
telephone voting is convenient, saves on postage and mailing costs, and is
recorded immediately, minimizing risk that postal delays may cause your vote
to
arrive late and therefore not be counted. If you attend the Annual Meeting,
you
may also vote in person, and any previously submitted votes will be superseded
by the vote you cast in person at the Annual Meeting.
Adjournment
of Meeting
If
a
quorum is not present to transact business at the Annual Meeting or if we do
not
receive sufficient votes in favor of the proposals by the date of the meeting,
the persons named as proxies may propose one or more adjournments of the meeting
to permit solicitation of proxies. Any adjournment would require the affirmative
vote of a majority of the shares present in person or represented by proxy
at
the meeting.
Expenses
of Soliciting Proxies
We
will
pay the expenses of soliciting proxies for the meeting. After the original
mailing of the proxies and other soliciting materials, we and/or our agents
may
also solicit proxies by mail, telephone, telegraph, facsimile, email or in
person. After the original mailing of the proxy cards and other soliciting
materials, we will request that brokers, custodians, nominees and other record
holders of our Common Stock forward copies of the proxy cards and other
soliciting materials to persons for whom they hold shares and request authority
for the exercise of proxies. We will reimburse the record holders for their
reasonable expenses if they ask us to do so.
Revocability
of Proxies
Any
person signing a proxy card in the form accompanying this Proxy Statement has
the power to revoke it at any time before it is voted. A proxy may be revoked
by
signing and returning a proxy card with a later date, by delivering a written
notice of revocation to Interwest Transfer Company, Inc., 1981 East
Murray-Holladay Road, P. O. Box 17136, Salt Lake City, Utah 84121, that the
proxy is revoked or by attending the meeting and voting in person. The mere
presence at the Annual Meeting of a stockholder who has previously appointed
a
proxy will not revoke the appointment. Please note, however, that if a
stockholder’s shares are held of record by a broker, bank or other nominee and
that stockholder wishes to vote at the meeting, the stockholder must bring
to
the meeting a letter from the broker, bank or other nominee confirming the
stockholder’s beneficial ownership of the Common Stock and that the broker, bank
or other nominee is not voting the shares at the Annual Meeting. In the event
of
multiple online or telephone votes by a stockholder, each vote will supersede
the previous vote and the last vote cast will be deemed to be the final vote
of
the stockholder unless such vote is revoked in person at the meeting according
to the revocability instructions outlined above.
Electronic
Delivery of Mobilepro Stockholder Communications
If
you
received your 2008 Annual Meeting materials by mail, we encourage you to help
us
save money on printing and mailing costs, by
signing up to receive your Mobilepro stockholder communications electronically
via e-mail.
With
electronic delivery, you will be notified via e-mail as soon as the Annual
Report on Form 10-K, Form 10-K/A and the Proxy Statement are available on the
Internet, and you can easily submit your stockholder votes online. Electronic
delivery can also eliminate duplicate mailings and reduce the amount of bulky
paper documents you maintain in your personal files. To sign up for electronic
delivery:
Registered
Owner (you
hold
your Mobilepro shares in your own name through our transfer agent, Interwest
Transfer Company, or you are in possession of stock certificates): follow the
instructions on the proxy card enclosed with your annual meeting materials
to
enroll.
Beneficial
Owner (your
shares are held by a brokerage firm, a bank or a trustee): visit
www.icsdelivery.com to enroll.
We
remind
you that you may also vote on the proposals contained in this Proxy Statement
through the Internet by signing on to the website identified on the proxy card
and following the procedures described in the website. Under Delaware law,
an
electronic Internet transmission is a valid means of casting your vote. Internet
voting is available 24 hours a day, and the procedures are designed to
authenticate votes cast by using a personal identification number located on
the
proxy card. The procedures allow you to give a proxy to vote your shares and
to
confirm that your instructions have been properly recorded. If you vote by
Internet, you should not return your proxy card.
Your
electronic delivery enrollment will be effective until you cancel it. If you
have questions about electronic delivery, please call Mobilepro at (301)
571-3476.
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
A
board
of two directors is to be elected at the 2008 Annual Stockholders Meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received
by
them for the two nominees named below, both of whom are presently our directors.
Proxies
cannot be voted for a greater number of persons than the number of nominees
named. If any nominee for any reason is unable to serve or for good cause will
not serve, the proxies may be voted for such substitute nominee as the proxy
holder may determine. We are not aware of any nominee who will be unable to
or
for good cause will not serve as a director. The term of office of each person
elected as a director will continue until the next annual meeting of our
stockholders or until his successor has been elected and qualified.
Directors/Nominees
The
names
of the nominees, their ages as of July 31, 2008 and certain information about
them are set forth below:
Name
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Age
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Principal
Occupation
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Director
Since
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Jay
O. Wright
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38
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Chief
Executive Officer and Chairman of the Board of Directors of Mobilepro
Corp.
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2004
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Donald
H. Sledge
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68
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Private
investor
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2005
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Jay
O. Wright. Jay
Wright has served as our Chief Executive Officer since December 2003 and as
a
Director since August 2004. From December 2003 to February 2006, he also held
the title of President. From October 2001 to December 2003, Mr. Wright served
as
President of Bayberry Capital, Inc., a Maryland based financial consulting
firm.
During that time, he also served from August 2002 to May 2003 as Chief Financial
Officer for Technical and Management Services Corporation where he negotiated
the sale of that company to Engineered Support Systems, Inc. Between December
1999 and September 2001 Mr. Wright served as Chief Financial Officer of Speedcom
Wireless Corporation, a wireless software technology company, where he helped
take that company public via a “reverse merger” and subsequently obtain a NASDAQ
SmallCap listing. From January 1999 to November 1999, Mr. Wright served as
Senior Vice President of FinanceMatrix.com, a Hamilton, Bermuda, based company
focused on developing a proprietary financial software architecture to provide
tax-efficient financing to sub-investment grade companies. Between May 1997
and
January 1999, Mr. Wright served as an investment banker with Merrill Lynch.
Prior to that he was a mergers and acquisitions attorney with Skadden, Arps,
Slate, Meagher and Flom, LLP in New York and Foley & Lardner in Chicago. Mr.
Wright received his Bachelor’s degree in Business from Georgetown University
(summa cum laude) and a JD degree from the University of Chicago Law
School.
Donald
H. Sledge. Don
Sledge has served as a Director of the Company since January 2005. Mr. Sledge
serves as the chairman of the Company’s Compensation, Audit and Nominating and
Governance Committees and also serves as the Lead Director. Over the past 10
years, Mr. Sledge has focused on finance and investments. From September 1999
to
March 2007 Mr. Sledge served as a member of the Board of Directors and as
chairman of the Compensation Committee of Merriman, Curhan, & Ford (“MCF”),
a NASDAQ listed broker/dealer. Mr. Sledge has also served as Chief Executive
Officer of MCF between September 1999 and October 2000 and as Chairman of the
Board from September 1999 until May 2001. Mr. Sledge also served as a General
Partner of Fremont Communications from October 2000 until September 2003. In
addition Mr. Sledge sits on the Boards of Directors of two privately held
companies. Mr. Sledge received both a bachelor’s degree and an M.B.A. from Texas
Tech University. He also served in the United States Air Force.
Composition
of Board of Directors
Our
Board
of Directors may consist of up to seven directors. Our two current directors
will stand for re-election at the Annual Meeting, as described in this Proxy
Statement. The Board of Directors has elected not to amend our bylaws to reduce
the size of our Board and may fill any
existing vacancies by Board resolution.
Board
of Directors Meetings and Committees
During
fiscal 2008, the Board of Directors met sixteen times, including telephone
conference meetings, and acted by unanimous written consent on two occasions.
No
director attended fewer than 75% of the total number of meetings of the Board
and the total number of meetings held by all committees of the Board on which
the director served during fiscal 2008.
The
Board
has three standing committees: the Audit Committee, the Compensation Committee,
and the Nominating and Governance Committee. The functions of each of these
committees and their members are specified below. All committees operate under
charters approved by the Board, which are available on our website at
www.mobileprocorp.com.
The
Board
has determined that each director who serves on these committees is
“independent” as defined in Nasdaq Rule 4200(a)(15).
The
members of the committees are identified in the following table.
Director
|
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Audit
Committee
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Compensation
Committee
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Nominating
and
Governance Committee
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Donald
H. Sledge
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Chair
|
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Chair
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Chair
|
Audit
Committee.
The
Audit Committee is currently comprised of Mr. Sledge, who meets the independence
and other requirements for audit committee members under the rules of the Nasdaq
Stock Market. The Audit Committee previously was comprised of three independent
members, including Mr. Sledge. During fiscal 2008, the Audit Committee met
four
times, including telephone conference meetings. The Board of Directors has
determined that Mr. Sledge is an “audit committee financial expert” as defined
by SEC regulations. The Audit Committee assists the Board in its oversight
of
our financial accounting, reporting and controls by meeting with members of
management and our independent auditors. The committee has the responsibility
to
review our annual audited financial statements, and meets with management and
the independent auditors at the end of each quarter to review the quarterly
financial results. In addition, the committee considers and approves the
employment of, and approves the fee arrangements with, independent auditors
for
audit and other functions. The Audit Committee reviews our accounting policies
and internal controls. The Audit Committee has a written charter which was
adopted on June 16, 2005. A copy of the Audit Committee charter is available
on
our website at www.mobileprocorp.com.
Compensation
Committee.
The
Compensation Committee is currently comprised of Mr. Sledge. The Compensation
Committee previously was comprised of three independent members, including
Mr.
Sledge. During fiscal 2008, the Compensation Committee met two times, including
telephone conference meetings. The Compensation Committee recommends cash-based
and stock compensation for executive officers of Mobilepro, administers the
Company’s equity performance plan and makes recommendations to the Board
regarding such matters. The Compensation Committee has a written charter which
was adopted on June 16, 2005. A copy of the Compensation Committee charter
is
available on our website at www.mobileprocorp.com.
Nominating
and Governance Committee.
The
Nominating and Governance Committee is currently comprised of Mr. Sledge. The
Nominating and Governance Committee was previously comprised of three
independent members, including Mr. Sledge. During fiscal 2008, the Nominating
and Governance Committee met two times, including telephone conference meetings.
The Nominating and Governance Committee is entrusted with responsibility for
consideration and review of corporate governance matters in addition to its
responsibilities for nominating candidates for membership to the Board. The
Nominating and Governance Committee has a written charter which was adopted
on
April 26, 2005. A copy of the Nominating and Governance Committee charter is
available on our website at www.mobileprocorp.com.
Independent
Directors
Mr.
Sledge qualifies as “independent” in accordance with the rules of The Nasdaq
Stock Market. The Nasdaq independence definition includes a series of objective
tests, such as that the director is not an employee of the Company and has
not
engaged in various types of business dealings with the Company. In addition,
as
further required by the Nasdaq rules, the Board has made a subjective
determination as to each independent director that no relationships exist which,
in the opinion of the Board, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director.
Communication
with the Board
You
may
contact the Board of Directors by sending an e-mail to Jay Wright, Chairman
of
the Board, at jwright22@closecall.com or by mail to Board of Directors,
Mobilepro Corp., 6701 Democracy Boulevard, Suite 202, Bethesda, Maryland 20817.
Director
Nomination Process
The
Nominating and Governance Committee is responsible for identifying and
recommending to the Board of Directors candidates for directorships. The
Nominating and Governance Committee considers candidates for Board membership
who are recommended by members of the Nominating and Governance Committee,
other
Board members, members of management and Stockholders. Once the Nominating
and
Governance Committee has identified prospective nominees for director, the
chairman of the committee, after discussions with the Chairman of the Board,
may
extend an invitation to join the Board of Directors. Additionally, nominees
may
be appointed to the Board of Directors by a majority vote of the independent
directors on the Board of Directors. There is no formal procedure by which
Stockholders may recommend a candidate for the Board of Directors; however
a
stockholder can submit recommendations to Jay Wright, Chairman of the Board,
at
jwright22@closecall.com.
As
set
forth in the Nominating and Governance Committee Charter, the Board of Directors
seeks to identify as candidates for director persons of the highest ethical
standards and integrity who are willing to act on and be accountable for Board
of Director decisions. The Board of Directors also seeks individuals who have
an
ability to provide wise, informed, and thoughtful counsel to top management
on a
range of issues, a history of achievement that reflects superior standards
for
themselves and others, a loyalty and commitment to driving the success of the
Company, and an ability to take tough positions while at the same time working
as a team player. In addition, the Board of Directors seeks candidates with
a
background that provides a combination of experience and knowledge commensurate
with the Company’s needs and activities.
Compensation
of Directors
During
fiscal 2008 we provided our independent directors $2,750 per month as
compensation for services provided as a Director. Effective July 1, 2008 the
monthly compensation amount was increased to $3,000.
In
January 2005, in connection with his agreement to serve on our Board of
Directors, we granted Mr. Sledge a warrant to purchase 500,000 shares of our
Common Stock, at an exercise price of $0.185 per share. The warrant is fully
vested and exercisable.
In
April
2005, we granted our independent director, Mr. Sledge, a warrant to purchase
250,000 shares of our Common Stock, at an exercise price of $0.15 per share.
These warrants, which became fully vested and exercisable in April 2006, were
based upon a recommendation by the Compensation Committee, granted by Mr. Wright
on April 20, 2005 and ratified by the Board of Directors on June 16,
2005.
In
February 2006, we granted our independent director, Mr. Sledge, a warrant to
purchase 250,000 shares of our Common Stock, at an exercise price of $0.233
per
share. These warrants are fully vested and exercisable.
In
August
2007, we granted our independent director, Mr. Sledge, a warrant to purchase
1,000,000 shares of our Common Stock, at an exercise price of $0.0075 per share.
These warrants vest and become exercisable one twelfth each month through August
2008.
In
May
2008, we granted our independent director, Mr. Sledge, a warrant to purchase
1,500,000 shares of our Common Stock, at an exercise price of $0.0016 per share.
These warrants vest and become exercisable on August 31, 2010.
As
an
inside director Mr. Wright does not receive any separate compensation for his
service on our Board of Directors.
Warrants
granted to our Directors have been priced at market based upon the closing
sales
price of our Common Stock on the date of grant. During the fiscal year ended
March 31, 2008, the Company recorded compensation expense in the amount of
$1,108 for each of the three outside directors pursuant to the requirements
of
Financial Accounting Standard (“FAS”) 123R for warrants awarded in fiscal year
2008 and prior years.
Director
Compensation
Name
|
|
Fees Earned or
Paid in Cash
($)
|
|
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*
|
|
|
27,500
|
|
|
-
|
|
|
1,108
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
28,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher
W. MacFarland*
|
|
|
27,500
|
|
|
-
|
|
|
1,108
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
28,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald
H. Sledge
|
|
|
33,000
|
|
|
-
|
|
|
1,108
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
34,108
|
|
*
Messrs.
O’Neil and MacFarland resigned from the Board of Directors during the fiscal
year ended March 31, 2008.
Required
Vote and Board of Directors’ Recommendation
Directors
will be elected by a plurality of the votes of the shares present in person
or
represented by proxy at the meeting and entitled to vote in the election of
directors. Abstentions and broker non-votes are not taken into account in
determining the outcome of the election of directors.
Advisory
Board
The
advisory board is available to assist our Chief Executive Officer, at his
request, with business issues where such advisory board member may have
applicable expertise. The advisory board members receive options or warrants
for
shares of our Common Stock in an amount determined by discussions between our
Chief Executive Officer and the prospective advisory board member. The options
or warrants vest over time and are granted at fair market value at the time
of
grant. The Advisory Board did not meet during fiscal year 2008.
THE
BOARD RECOMMENDS A VOTE “FOR”
THE ELECTION OF EACH NOMINATED DIRECTOR.
PROPOSAL
NO. 2
AMENDMENT
OF CERTIFICATE OF INCORPORATION
Our
Board
of Directors has unanimously approved and adopted, subject to stockholder
approval, an amendment to Article Fourth of the Company’s certificate of
incorporation to increase the number of authorized shares of Common Stock,
par
value $0.001 per share, from 1,500,000,000 to 3,000,000,000. The number of
shares of Preferred Stock designated in Article Fourth of the Company’s
certificate of incorporation will remain unchanged. The Board of Directors
believes that the proposed amendment to the certificate of incorporation is
in
the best interests of Mobilepro and its stockholders. The second paragraph
of
Article Fourth, as it is proposed to be amended, is as follows, and the amended
and restated certificate of incorporation, as it is proposed to be adopted,
is
attached hereto as Exhibit A:
“The
total number of shares of capital stock of all classes which the Corporation
shall have authority to issues
is
3,000,000,000, of which 2,979,964,575 shares shall be common stock, par value
$0.001 per share
(“Common Stock”), 20,000,000 shares shall be preferred stock, par value $0.001
per share (“Preferred
Stock”) and 35,425 shares shall be the Series A Convertible Preferred Stock, par
value $0.001 per
share
(“Series A Convertible Preferred Stock”).”
Current
Use of Shares
As
of
July 29, 2008, there were:
•775,821,796
shares of Common Stock outstanding;
•
35,378
shares of Series A Convertible Preferred Stock outstanding;
•1,656,000
shares subject to issuance upon the exercise of currently outstanding options,
178,788,968 shares subject to issuance upon the exercise of warrants and
28,344,000 shares available for grant under our 2001 Equity Performance Plan;
and
•6,086,897,518
shares subject to issuance upon the conversion of Mobilepro’s outstanding
secured convertible debenture based upon the principal balance of $13,391,174.54
and the conversion price of $0.0022 at July 3, 2008.
Based
upon the above figures, MobilePro would exhaust the 1,500,000,000 shares of
Common Stock currently authorized under the Company’s existing certificate of
incorporation, if all options, warrants and convertible securities were
converted into Common Stock.
Purpose
and Effect of the Proposed Amendment
The
proposed increase in the number of authorized shares of Common Stock is
necessary in order to help provide us with the ability to satisfy obligations
existing to our current lenders under the outstanding secured convertible
debenture and to provide flexibility to issue shares for general corporate
purposes that may be identified in the future including, but not limited to,
funding the acquisition of other companies, raising equity capital through
the
issuance of shares of Common Stock, Preferred Stock or debt or equity securities
convertible or exercisable into shares of Common Stock, or in the case of Common
Stock, adopting additional employee benefit plans or reserving additional shares
for issuance under existing plans. No additional action or authorization by
stockholders would be necessary prior to the issuance of such additional shares,
unless required by applicable law or the rules of any stock exchange or national
securities association trading system on which our Common Stock is then listed
or quoted. Examples of circumstances in which further stockholder authorization
generally would be required for issuance of such additional shares include
(a)
transactions that would result in a change of control of Mobilepro, and (b)
adoption of, increases in shares available under, or material changes to equity
compensation plans. We have no current plans, proposals or arrangements to
engage in any corporate transactions that would require the issuance of the
additional shares being authorized pursuant to this proposal.
The
additional authorized shares would become part of the existing class of Common
Stock, and the amendment would not affect the terms of the outstanding Common
Stock or the rights of the holders of the Common Stock. Mobilepro stockholders
do not have preemptive rights with respect to our Common Stock. Should the
Board
of Directors elect to issue additional shares of Common Stock, existing
stockholders would not have any preferential rights to purchase such shares.
Therefore, additional issuances of Common Stock could have a dilutive effect
on
the earnings per share, voting power and share holdings of current
stockholders.
Anti−takeover
Provisions
We
are
not introducing this proposal with the intent that it be utilized as a type
of
anti−takeover device. However, this action could, under certain circumstances,
have an anti−takeover effect. For example, in the event of a hostile attempt to
acquire control of Mobilepro, we could seek to impede the attempt by issuing
shares of Common Stock, which would effectively dilute the voting power of
the
other outstanding shares and increase the potential cost to acquire control
of
Mobilepro. Further, we could issue additional shares in a manner that would
impede the efforts of stockholders to elect directors other than those nominated
by the then current Board of Directors. These potential effects of the proposed
increase in the number of authorized shares could limit the opportunity for
Mobilepro stockholders to dispose of their shares at the higher price generally
available in takeover attempts or to elect directors of their
choice.
The
following is a description of other anti−takeover provisions in our charter
documents and other agreements. We have no current plans or proposals to enter
into any other arrangement that could have material anti−takeover
consequences.
Certificate
of Incorporation and Bylaws.
Other
provisions of Mobilepro’s certificate of incorporation and bylaws may have the
effect of deterring unsolicited attempts to acquire a controlling interest
in
Mobilepro or impeding changes in our management including the fact that, as
a
Delaware corporation, we are subject to Section 203 of the Delaware General
Corporation Law, which may deter certain unsolicited attempts to acquire control
of us. Additionally, we may issue the unissued authorized preferred stock in
one
or more series having the rights, privileges, and limitations, including voting
rights, conversion rights, liquidation preferences, dividend rights and
redemption rights, as may, from time to time, be determined by the Board of
Directors. Preferred stock may be issued in the future in connection with
acquisitions, financings, or other matters, as the Board of Directors deems
appropriate. In the event that we determine to issue any shares of preferred
stock, a certificate of designation containing the rights, privileges, and
limitations of this series of preferred stock will be filed with the Secretary
of State of the State of Delaware. The effect of this preferred stock
designation power is that our Board of Directors alone, subject to Federal
securities laws, applicable blue sky laws, and Delaware law, may be able to
authorize the issuance of preferred stock which could have the effect of
delaying, deferring, or preventing a change in control of Mobilepro without
further action by our stockholders, and may adversely affect the voting and
other rights of the holders of our Common Stock.
Our
certificate of incorporation does not provide our stockholders with cumulative
voting rights. Our bylaws provide that only our President, our Board of
Directors and the Chairman of our Board of Directors may call a special meeting
of stockholders.
We
are
not aware of any attempt to take control of Mobilepro and are not presenting
this proposal with the intent that it be utilized as a type of anti−takeover
device. The proposal is being made at this time to make available a sufficient
number of shares of common stock to meet MobilePro’s current potential
obligations to issue Common Stock and to provide us with greater flexibility
to
issue shares for general corporate purposes that may be identified in the
future.
Required
Vote and Board of Directors Recommendation
Approval
of this proposal requires the affirmative vote by holders of at least a majority
of shares of Mobilepro Common Stock outstanding on the record date. Abstentions
and broker non−votes will have the effect of a vote against this
proposal.
THE
BOARD RECOMMENDS A VOTE “FOR”
THE
AMENDMENT OF OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK.
PROPOSAL
NO. 3
AMENDMENT
TO CERTIFICATE OF INCORPORATION
TO
EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK OF THE
COMPANY
Our
Board
of Directors has unanimously approved and adopted, subject to stockholder
approval, an amendment to the Company’s Certificate of Incorporation (as amended
to date, the “Certificate of Incorporation”) to effect a reverse stock split of
the Company’s Common Stock, $.001 par value, at a specific ratio to be
determined by the Board of Directors of not more than one-for-ten (the “Reserve
Split”).
Pursuant
to the proposed Reverse Split, a specified number of outstanding shares of
Common Stock, not to exceed ten, would be combined and become one share of
Common Stock. If this proposal is approved, the Board of Directors will have
the
authority, but not the obligation, in its sole discretion, to select the exact
ratio for the Reverse Split and implement the Reverse Split without further
action on the part of stockholders. The Company is proposing that the Board
have
such discretion, rather than proposing that stockholders approve a specific
ratio, in order to give the Board flexibility and allow the Board to consider
various factors at the time of implementation of the Reverse Split, including
prevailing market and economic conditions, the historical and projected
performance of the Common Stock and trading volumes, and the projected impact
of
the Reverse Split on trading liquidity, among other factors.
As
of
July 31, 2008, the Company had [775,821,796] shares of Common Stock issued
and
outstanding. Based on the number of shares currently issued and outstanding,
immediately following the Reverse Split the Company would have approximately
77,582,180 shares of Common Stock issued and outstanding (without giving effect
to rounding for fractional shares) if the ratio for the Reverse Split is one
for
ten.
The
number of authorized shares of the Company will not be changed in connection
with the Reverse Split. In addition, the par value of the Common Stock will
not
be changed in connection with the Reverse Split. The Board considered reducing
the number of authorized shares of Common Stock, but determined that the
availability of additional shares was necessary in order for the Company to
satisfy existing contractual obligations and to consummate future financing
transactions or business combinations. The availability of additional shares
will also permit the Board to issue shares, or instruments convertible into
or
exercisable for such shares, for general corporate purposes.
If
approved and implemented, the Reverse Split will be realized simultaneously
and
in the same ratio for all shares of the Common Stock. All holders of Common
Stock will be affected uniformly by the Reverse Split, which will have no effect
on the proportionate holdings of any of our stockholders, except for possible
changes due to the treatment of fractional shares resulting from the Reverse
Split. In lieu of issuing fractional shares, the Company will round up in the
event a stockholder would be entitled to receive less than one share of Common
Stock as a result of the Reverse Split. In addition, the split will not affect
any holder of Common Stock’s proportionate voting power (subject to the
treatment of fractional shares), and all shares of Common Stock will remain
fully paid and non-assessable. The number of authorized and issued shares of
the
Company’s various series of preferred stock will not be affected in any way by
the Reverse Split.
If
approved by the stockholders and implemented by the Board, the Reverse Split
would be effective upon the filing of a Certificate of Amendment (the
“Certificate of Amendment”) to the Certificate of Incorporation, substantially
in the form attached to this Proxy Statement as Exhibit B, with the Secretary
of
State of the State of Delaware. The Board of Directors will determine the actual
time of filing of the Certificate of Amendment.
The
Board
reserves the right, notwithstanding stockholder approval and without further
action by stockholders, to elect not to proceed with the Reverse Split if the
Board determines that the Reverse Split is no longer in the best interests
of
the Company and its stockholders. If the Reverse Split is approved by
stockholders but is subsequently not implemented by the Board of Directors
by
November 1, 2009, then the Reverse Split will be deemed abandoned, without
further effect.
Reasons
for the Reverse Split
The
primary purpose for effecting the Reverse Split is to increase the trading
price
of our Common Stock and decrease the number of outstanding shares of our Common
Stock so as to:
|
•
|
make
our Common Stock more attractive to investors, in particular institutional
investors, and facilitate investment in the Company;
|
|
|
|
|
•
|
bring
the share price of our Common Stock, along with the number of shares
of
our Common Stock outstanding, to a range more appropriate and more
in line
with other telecommunications companies with comparable market
capitalization; and
|
|
•
|
make
available a sufficient number of shares of Common Stock to meet the
Company’s current potential obligations to issue Common Stock by reducing
the current number of shares outstanding and increasing the number
of
shares available for issuance.
|
In
determining to authorize the Reverse Split, and in light of the foregoing,
our
Board of Directors considered, among other things, that a sustained higher
per
share price of our Common Stock, which should result from the Reverse Split,
might heighten the interest of the financial community in the Company and
potentially broaden the pool of investors that may consider investing in the
Company. Our Board of Directors has determined that investors who would
otherwise be potential investors in our Common Stock would prefer to invest
in
shares that trade in a price range higher than the range in which the Common
Stock currently trades. On July 31, 2008, the closing sale price of our Common
Stock on the Over-The-Counter Bulletin Board was [$0.____]. In theory, the
Reverse Split should cause the trading price of a share of our Common Stock
after the Reverse Split to be between two and ten times what it would have
been
if the Reverse Split had not taken place, depending on the ratio selected by
the
Board. However, this will not necessarily be the case.
In
addition, our Board of Directors considered that as a matter of policy, many
institutional investors are prohibited from purchasing stocks below certain
minimum price levels. For the same reason, brokers may be reluctant to recommend
lower-priced stocks to their clients, or may discourage their clients from
purchasing such stocks. Other investors may be dissuaded from purchasing
lower-priced stocks because the commissions, as a percentage of the total
transaction, tend to be higher for such stocks. Our Board of Directors believes
that, to the extent that the price per share of our Common Stock remains at
a
higher per share price as a result of the Reverse Split, some of these concerns
may be ameliorated. The combination of lower transaction costs and increased
interest from investors could also have the effect of increasing the liquidity
of the Common Stock.
Another
potential effect of the Reverse Split is making the Company more attractive
to
employees and service providers. Some potential employees and service providers
may be less likely to work for a company with a low stock price, regardless
of
the company’s market capitalization. If the Reverse Split successfully increases
the per share trading price of the Common Stock, such increase may increase
our
ability to attract, retain and motivate employees and service providers.
Our
Board
of Directors also believes that the total number of shares of our Common Stock
currently outstanding is disproportionately large relative to our present market
capitalization and that a Reverse Split would bring the number of outstanding
shares to a level more in line with other telecommunications companies with
comparable capitalizations. Moreover, our Board of Directors considered that
when the number of outstanding shares of Common Stock is unreasonably large
in
relation to a company’s earnings, a significant positive change in net earnings
is required to create a noticeable improvement, in absolute terms, in such
company’s reported earnings per share levels. If we were to effect a Reverse
Split and decrease the number of shares outstanding, our investors could more
easily understand the impact on earnings (or loss) per share attributable to
the
operational efforts of our management.
In
evaluating whether or not to authorize the Reverse Split, in addition to the
considerations described above, our Board of Directors also took into account
various negative factors associated with reverse stock splits. These factors
include:
|
•
|
the
negative perception of reverse stock splits held by some investors,
analysts and other stock market participants;
|
|
|
|
|
•
|
the
fact that the stock price of some companies that have implemented
reverse
stock splits has subsequently declined back to pre-reverse stock
split
levels;
|
|
|
|
|
•
|
the
adverse effect on liquidity that might be caused by a reduced number
of
shares outstanding, and the potential concomitant downward pressure
decreased liquidity could have on the trading price; and
|
|
|
|
|
•
|
the
costs associated with implementing a reverse stock split, including
an
increase in franchise taxes payable to the state of Delaware.
|
Also,
other factors such as our financial results, market conditions and the market
perception of our business may adversely affect the market price of our Common
Stock. As a result, there can be no assurance that the price of our Common
Stock
would be maintained at the per share price in effect immediately following
the
effective time of the Reverse Split. There also can be no assurance that the
total market capitalization of the Company following the Reverse Split will
be
higher than the market capitalization preceding the split or that an increase
in
our trading price, if any, would be sufficient to generate investor interest.
Stockholders
should recognize that if the Reverse Split is effected, they will own a fewer
number of shares than they currently own (a number equal to the number of shares
owned immediately prior to the Reverse Split divided by a number between two
and
ten). While we expect that the Reverse Split will result in an increase in
the
per share price of our Common Stock, the Reverse Split may not increase the
per
share price of our Common Stock in proportion to the reduction in the number
of
shares of our Common Stock outstanding. It also may not result in a permanent
increase in the per share price, which depends on many factors, including our
performance, prospects and other factors that may be unrelated to the number
of
shares outstanding. The history of similar reverse splits for companies in
similar circumstances is varied.
If
the
Reverse Split is effected and the per share price of our Common Stock declines,
the percentage decline as an absolute number and as a percentage of our overall
market capitalization may be greater than would occur in the absence of the
Reverse Split. Furthermore, the liquidity of our Common Stock could be adversely
affected by the reduced number of shares that would be outstanding after the
Reverse Split.
In
addition, the Reverse Split will likely increase the number of stockholders
who
own “odd lots” (stock holdings in amounts of less than 100 shares). Stockholders
who hold odd lots typically will experience an increase in the cost of selling
their shares, as well as possible greater difficulty in effecting such sales.
Any reduction in brokerage commissions resulting from the Reverse Split may
be
offset, in whole or in part, by increased brokerage commissions required to
be
paid by stockholders selling odd lots created by the split.
Finally,
if we implement the Reverse Split, the number of authorized but unissued shares
of our Common Stock relative to the number of issued shares of our Common Stock
will be increased. This increased number of authorized but unissued shares
of
our Common Stock could be issued by the Board without further stockholder
approval, which could result in dilution to the holders of our Common Stock.
The
increased proportion of unissued authorized shares to issued shares could also,
under certain circumstances, have an anti-takeover effect. For example, the
issuance of a large block of Common Stock could dilute the ownership of a person
seeking to effect a change in the composition of our Board of Directors or
contemplating a tender offer or other transaction. The Reverse Split is not
being proposed in response to any effort of which the Company is aware to
accumulate shares of Common Stock or obtain control of the Company.
Principal
Effects of the Reverse Split
General
The
Reverse Split will affect all of holders of our Common Stock uniformly and
will
not change the proportionate equity interests of such stockholders, nor will
the
respective voting rights and other rights of holders of
our
Common Stock be altered, except for possible changes due to the treatment of
fractional shares resulting from the Reverse Split, as described below. The
number of authorized and issued shares of the Company’s various series of
preferred stock will not be affected in any way by the Reverse Split, although
the number of shares of Common Stock issuable upon conversion of such series
of
preferred stock will be impacted as discussed below under “Number of Shares of
Common Stock and Number of Stockholders.”
Exchange
Act Matters
Our
Common Stock is currently registered under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and we are subject to the periodic reporting
and other requirements of the Exchange Act. The Reverse Split, if implemented,
will not affect the registration of our Common Stock under the Exchange Act
or
our reporting or other requirements thereunder. Our Common Stock is currently
traded, and following the Reverse Split will continue to be traded, on the
Over-The-Counter Bulletin Board under the symbol “MOBL.OB”, subject to our
continued satisfaction of the OTCBB listing requirements. Note, however, that
the CUSIP number for our Common Stock will change in connection with the Reverse
Split and will be reflected on new certificates issued by the Company and in
electronic entry systems.
Number
of Shares of Common Stock and Number of Stockholders
If
approved and implemented, the Reverse Split would have the following effects
on
the number of shares of Common Stock:
1.
between two and ten shares of our Common Stock owned by a stockholder
immediately prior to the Reverse Split would become one share of Common Stock
after the Reverse Split;
2.
all
outstanding but unexercised options and warrants entitling the holders thereof
to purchase shares of our Common Stock will enable such holders to purchase,
upon exercise of their options or warrants, from one-half to one-tenth of the
number of shares of our Common Stock that such holders would have been able
to
purchase upon exercise of their options or warrants immediately preceding the
Reverse Split, at an exercise price equal to between two and ten times the
exercise price specified before the Reverse Split, resulting in approximately
the same aggregate exercise price being required to be paid upon exercise
thereof immediately preceding the Reverse Split;
3.
the
number of shares of our Common Stock reserved for issuance (including the
maximum number of shares that may be subject to options) under our stock option
plan will be reduced to between one-half and one-tenth of the number of shares
currently included in such plan; and
4.
all
outstanding shares of preferred stock of the Company entitling the holders
thereof to convert such securities into shares of our Common Stock (including
but not limited to the Company’s Series A Convertible Preferred Stock) will
enable such holders to receive, upon conversion of such shares of preferred
stock, between one-half and one-tenth of the number of shares of our Common
Stock that such holders would have been able to receive upon conversion of
their
shares of preferred stock immediately preceding the Reverse Split, at a
conversion price equal to between two and ten times greater than the price
before the Reverse Split, resulting in approximately the same aggregate
conversion price upon conversion thereof as in effect immediately preceding
the
Reverse Split.
Rounding
in Lieu of Issuing Fractional Shares
The
Company will not issue fractional shares in connection with the Reverse Split.
Instead, the Company will round up to the nearest whole share any stockholder’s
share ownership to the extent such stockholder would be entitled to receive
less
than one share of Common Stock or greater as a result of the Reverse Split.
Accounting
Matters
The
Reverse Split will not affect total stockholders’ equity on our balance sheet.
However, because the par value of our Common Stock will remain unchanged, the
components that make up total stockholders’ equity will change by offsetting
amounts. As a result of the Reverse Split, the stated capital component
attributable to our Common Stock will be reduced to an amount equal to between
one-half and one-tenth of its present amount, and the additional paid-in capital
component will be increased by the amount by which the stated capital is
reduced. The per share net loss and net book value per share of our Common
Stock
will be increased as a result of the Reverse Split because there will be fewer
shares of our Common Stock outstanding.
Procedure
for Effecting the Reverse Split and Filing the Certificate of
Amendment
Generally
If
our
stockholders approve the Reverse Split and related amendment to the Certificate
of Amendment and the Board determines that the Reverse Split continues to be
in
the best interests of the Company and its stockholders, our Board of Directors
will file the Certificate of Amendment effecting the Reverse Split with the
Secretary of State of the State of Delaware. The Reverse Split will become
effective as of 5:00 p.m. eastern time on the date of filing, which time on
such
date will be referred to as the “effective time.” At the effective time, each
lot of between two and ten shares of Common Stock issued and outstanding
immediately prior to the effective time will, automatically and without any
further action on the part of our stockholders, be combined into and become
one
share of Common Stock, subject to the treatment for fractional shares described
above, and each certificate which, immediately prior to the effective time
represented pre-Reverse Split shares, will be deemed cancelled and, for all
corporate purposes, will be deemed to evidence ownership of post-Reverse Split
shares. However, a stockholder will not be entitled to receive any dividends
or
distributions payable after the Certificate of Amendment is effective until
that
stockholder surrenders and exchanges his or her certificates.
Interwest
Transfer Company, Inc., the Company’s transfer agent (the “Transfer Agent”),
will act as exchange agent for purposes of implementing the exchange of stock
certificates, and is sometimes referred to as the “exchange agent.” As soon as
practicable after the effective time, a letter of transmittal will be sent
to
stockholders of record as of the effective time for purposes of surrendering
to
the exchange agent certificates representing pre-Reverse Split shares in
exchange for certificates representing post-Reverse Split shares in accordance
with the procedures set forth in the letter of transmittal. No new certificates
will be issued to a stockholder until such stockholder has surrendered such
stockholder’s outstanding certificate(s), together with the properly completed
and executed letter of transmittal, to the exchange agent. From and after the
effective time, any certificates formerly representing pre-Reverse Split shares
which are submitted for transfer, whether pursuant to a sale, other disposition
or otherwise, will be exchanged for certificates representing post-Reverse
Split
shares. STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY
CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
In
connection with the Reverse Split, our Common Stock will change its current
CUSIP number. This new CUSIP number will appear on any new certificates
representing post-Reverse Split shares of our Common Stock.
Street
Name and Book-Entry Holders
Upon
the
Reverse Split, the Company intends to treat shares held by stockholders in
“street name”, through a bank, broker or other nominee, in the same manner as
stockholders whose shares are registered in their own names. Banks, brokers
and
other nominees will be instructed to effect the Reverse Split for their
beneficial holders. These brokers, banks and other nominees may have other
procedures for processing the transaction, however, and stockholders holding
in
street name are encouraged to ask their brokers, banks or other nominees any
questions they may have regarding such procedures.
Stockholders
who hold some or all of their shares in electronic book-entry form with the
Transfer Agent do not have certificates evidencing their ownership and need
not
take any action to receive their post-Reverse Split shares. Rather, a statement
will be sent automatically to any such stockholder’s address of record
indicating the effects of the transaction, including the number of shares of
Common Stock held following the Reverse Split.
No
Appraisal Rights
Under
the
General Corporation Law of the State of Delaware, stockholders will not be
entitled to exercise appraisal rights in connection with the Reverse Split,
and
the Company will not independently provide stockholders with any such right.
Certain
U.S. Federal Income Tax Consequences
The
discussion below is only a summary of certain U.S. federal income tax
consequences of the Reverse Split generally applicable to beneficial holders
of
shares of our Common Stock and does not purport to be a complete discussion
of
all possible tax consequences. This summary addresses only those stockholders
who hold their pre-Reverse Split shares as “capital assets” as defined in the
Internal Revenue Code of 1986, as amended (the “Code”), and will hold the
post-Reverse Split shares as capital assets. This discussion does not
address
all U.S. federal income tax considerations that may be relevant to particular
stockholders in light of their individual circumstances or to stockholders
that
are subject to special rules, such as financial institutions, tax-exempt
organizations, insurance companies, dealers in securities, and foreign
stockholders. The following summary is based upon the provisions of the Code,
applicable Treasury Regulations thereunder, judicial decisions and current
administrative rulings, as of the date hereof, all of which are subject to
change, possibly on a retroactive basis. Tax consequences under state, local,
foreign, and other laws are not
addressed herein. Each
stockholder should consult his, her or its own tax advisor as to the particular
facts and circumstances that may be unique to such stockholder and also as
to
any estate, gift, state, local or foreign tax considerations arising out of
the
Reverse Split.
The
Reverse Split will qualify as a recapitalization for U.S. federal income tax
purposes. As a result,
|
•
|
Stockholders
should not recognize any gain or loss as a result of the Reverse
Split.
|
|
|
|
|
•
|
The
aggregate basis of a stockholder’s pre-Reverse Split shares will become
the aggregate basis of the shares held by such stockholder immediately
after the Reverse Split.
|
|
|
|
|
•
|
The
holding period of the shares owned immediately after the Reverse
Split
will include the stockholder’s holding period before the Reverse Split.
|
The
above discussion is not intended or written to be used, and cannot be used
by
any person, for the purpose of avoiding U.S. Federal tax penalties. It was
written solely in connection with the solicitation of stockholder votes with
regard to a proposed reverse split of our Common
Stock.
Vote
Required
The
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock entitled to vote at the Meeting is required to approve the proposal
to amend the Company’s Certificate of Incorporation to authorize the Reverse
Split. Votes withheld or abstaining from voting, as well as broker non-votes,
will therefore have the same effect as a negative vote or a vote against this
proposal.
Unless
otherwise specified, the persons designated in the proxy will vote the shares
covered thereby at the Meeting FOR the
approval of the amendment authorizing the Reverse Split.
THE
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE
AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION
TO
AUTHORIZE THE REVERSE STOCK SPLIT.
PROPOSAL
NO. 4
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit
Committee of our Board of Directors has selected Bagell, Josephs, Levine &
Company, L.L.C. as the independent registered public accounting firm to perform
the audit of our financial statements for our fiscal year ending March 31,
2009,
and our stockholders are being asked to ratify the Audit Committee’s selection.
We have engaged Bagell, Josephs, Levine & Company, L.L.C. as our independent
registered public accounting firm since 2002. Representatives of the accounting
firm are expected to be present at the Annual Meeting, will have the opportunity
to make a statement at the meeting if they desire to do so, and will be
available to respond to appropriate questions.
Fees
The
following represents fees estimated and/or billed by Bagell, Josephs, Levine
& Company, L.L.C. (“Bagell Josephs”) for professional services provided in
connection with the audits of our financial statements for the fiscal years
ended March 31, 2008 and 2007, and the fees billed by Bagell Josephs for
services rendered during fiscal years 2008 and 2007 for audit-related, tax
and
other services provided to us.
|
|
2008
|
|
2007
|
|
Audit
Fees
|
|
$
|
136,000
|
|
$
|
182,000
|
|
Audit-Related
Fees
|
|
|
—
|
|
|
23,225
|
|
Tax
Fees
|
|
|
55,000
|
|
|
50,000
|
|
All
Other Fees
|
|
|
—
|
|
|
—
|
|
Audit
Fees.
Consists
of fees for professional services rendered in connection with the audit of
our
annual consolidated financial statements, the review of the quarterly
consolidated financial statements and services that are normally provided by
Bagell Josephs in connection with statutory and regulatory filings or
engagements.
Audit-Related
Fees.
Consists
of fees billed for assurance and related services that are reasonably related
to
the performance of the audit or review of our consolidated financial statements
and are not reported under “Audit Fees,” including payroll procedure compliance
reviews, post-audit reviews conducted in connection with the filing of
registration statements, and audit and review services related to the financial
statements.
Tax
Fees.
Consists
of fees billed for professional services for tax return preparation, tax advice
and tax planning.
All
Other Fees.
Consists
of fees for products and services other than the services reported above.
Audit
Committee Pre-Approval Policies and Procedures
The
Audit
Committee of the Board of Directors has established a policy for approving
any
non-audit services to be performed by our independent registered public
accounting firm, currently Bagell Josephs. The Audit Committee requires advance
review and approval of all proposed non-audit services that we wish to be
performed by the independent registered public accounting firm. Occasionally,
the Audit Committee chairman pre-approves certain non-audit related fees and
the
entire Audit Committee ratifies the chairman’s pre-approval in a subsequent
Audit Committee meeting in accordance with SEC requirements. In fiscal 2008,
the
Audit Committee followed these guidelines in approving all services rendered
by
Bagell Josephs.
Required
Vote and Board of Directors’ Recommendation
Approval
of this proposal requires the affirmative vote by holders of at least a majority
of the shares of Mobilepro Common Stock who attend the meeting in person, or
are
represented at the meeting by proxy.
Abstentions
will have the effect of a vote against this proposal, while broker non-votes
will not be taken into account in determining the outcome of the vote on this
proposal.
THE
BOARD RECOMMENDS A VOTE “FOR”
RATIFICATION
OF THE APPOINTMENT OF BAGELL, JOSEPHS, LEVINE & COMPANY,
L.L.C.
PROPOSAL
NO. 5
APPROVAL
TO ADJOURN OR POSTPONE THE ANNUAL MEETING TO NOVEMBER 6, 2008 T0 PERMIT FURTHER
SOLICITATION OF PROXIES IN THE EVENT THAT AN INSUFFICIENT NUMBER OF SHARES
IS
PRESENT IN PERSON OR BY PROXY TO APPROVE THE PROPOSALS PRESENTED AT THE ANNUAL
MEETING.
We
are
also asking you to approve the adjournment or postponement of the Annual Meeting
to November 6, 2008 to permit further solicitation of proxies in the event
that
an insufficient number of shares is present in person or by proxy to approve
the
proposals presented at the Annual Meeting.
Pursuant
to Delaware law, the holders of a majority of the outstanding shares of common
stock of the Company are required to approve the amendment to the certificate
of
incorporation. It is rare for a company to achieve 100% stockholder
participation at an annual meeting of stockholders, and only a majority of
the
holders of the outstanding shares of common stock of the Company are required
to
be represented at the meeting, in person or by proxy, for a quorum to be
present. In the event that stockholder participation at the annual meeting
is
lower than expected, the Company would like the flexibility to adjourn or
postpone the meeting in order to attempt to secure broader stockholder
participation in the decision to approve the amendment to the certificate of
incorporation.
Required
Vote and Board of Directors’ Recommendation
Approval
of this proposal requires the affirmative vote by holders of at least a majority
of the shares of Mobilepro common stock who attend the meeting in person, or
are
represented at the meeting by proxy. Abstentions will have the effect of a
vote
against this proposal, while broker non-votes will not be taken into account
in
determining the outcome of the vote on this proposal.
THE
BOARD RECOMMENDS A VOTE “FOR”
APPROVAL
TO ADJOURN OR POSTPONE THE ANNUAL MEETING TONOVEMBER 6, 2008
TO
PERMIT
FURTHER SOLICITATION OF PROXIES IN THE EVENT THAT AN
INSUFFICIENT
NUMBER
OF SHARES IS PRESENT IN PERSON OR BY PROXY TO APPROVE THE
PROPOSALS
PRESENTED
AT THE ANNUAL MEETING.
PRINCIPAL
STOCKHOLDERS
The
following table shows the amount of our capital stock beneficially owned by
our
independent member of our Board of Directors, the executive officers named
in
the Summary Compensation Table below and by all directors and executive officers
as a group as of July 3, 2008. As of July 3, 2008, other than the stockholders,
directors and executive officers identified in the table below, to our
knowledge, no person owned beneficially more than five percent (5%) of our
Common Stock. Unless otherwise indicated, beneficial ownership is direct and
the
person indicated has sole voting and investment power. As of July 3, 2008,
we
had 775,821,796 shares of Common Stock outstanding. Unless otherwise noted
in
the footnotes below, the address for each of the individuals listed in the
table
below is c/o Mobilepro Corp., 6701 Democracy Boulevard, Suite 202, Bethesda,
Maryland 20817.
Name
and Address
|
|
Title
of
Class
|
|
Shares
Beneficially
Owned
(1)
|
|
Percent
of
Class
(1)
|
|
Jay
O. Wright (2)
|
|
|
Common
|
|
|
18,426,500
|
|
|
2.17
|
%
|
Doug
Bethell (3)
|
|
|
Common
|
|
|
5,500,000
|
|
|
*
|
|
Tammy
L. Martin (4)
|
|
|
Common
|
|
|
5,000,000
|
|
|
*
|
|
Donald
H. Sledge (4)
|
|
|
Common
|
|
|
2,000,000
|
|
|
*
|
|
Donald
Paliwoda (4)
|
|
|
Common
|
|
|
1,236,000
|
|
|
*
|
|
Officers
and Directors as a Group (5 Persons) (5)
|
|
|
Common
|
|
|
32,162,500
|
|
|
3.98
|
%
|
(1)
|
Applicable
percentage of ownership is based on 775,821,796 shares of common
stock
outstanding as of July 3, 2008, 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 July 3, 2008
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 17,182,500 shares of Common
Stock
issuable upon the exercise of warrants to purchase our Common
Stock.
|
|
(3)
|
Includes
2,500,000 shares of our Common Stock and 3,000,000 shares of Common
Stock
issuable upon the exercise of warrants to purchase our Common Stock.
|
|
(4)
|
Includes
shares of Common Stock issuable upon the exercise of options or warrants
to purchase our Common Stock.
|
|
(5)
|
Includes
3,744,000 shares of our Common Stock and 28,418,500 shares of Common
Stock
issuable upon the exercise of options and warrants to purchase our
Common
Stock.
|
|
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
The
Company’s compensation philosophy is to pay for performance. When the Company
establishes individual compensation awards it bases them on financial and
operational objectives that are consistent with its business strategy,
competitive parameters and creation of long-term stockholder value.
Role
of Company Management
The
members of the Compensation Committee recommend the compensation of the CEO
to
the independent directors of the Board for approval. The CEO makes
recommendations to the Compensation Committee concerning the compensation of
the
Named Executive Officers. The CEO is also involved in establishing performance
goals for the annual and long-term incentive plans, subject to Compensation
Committee approval.
Performance
Review
The
Company reviews on an annual basis the performance of all executives, including
the Named Executive Officers, to assess individual performance over the course
of the previous year against preset financial and operational targets. This
review is intended to ensure that each executive’s compensation is tied to the
Company’s financial and operational performance, which includes, but is not
limited to, earnings, revenue growth, cash flow and earnings per share. In
reviewing compensation recommendations, the Compensation Committee evaluates
performance results and market data to ensure that awards are aligned with
the
contributions made by the executives to the Company and with compensation paid
at similarly situated companies, both within and outside of its
industry.
Components
of Compensation
Base
Salary-Base
salaries are established to reward an executive’s sustained performance and to
reflect an executive’s current position and work experience. A Named Executive
Officer’s Base Salary is determined by the Compensation Committee’s assessment
of that person’s continued performance compared to that person’s
responsibilities, including the impact of that performance on the company’s
business results, and the market pay for that person’s role, experience and
potential for advancement.
Annual
Incentives-Annual
incentive awards, such as bonuses, are designed to reward the Named Executive
Officers for achieving short-tem financial and operational goals to reward
individual performance. Annual incentive awards for individual Named Executive
Officers are a percentage of that executive’s base salary, typically ranging
from 30% to 100%.
Long-Term
Incentives-Long-term
incentives are designed to align the Named Executive Officers’ interest with
those of the Company’s shareholders. The Company uses stock options and warrants
to reward the Named Executive Officers for creation of long-term shareholder
value. The Company believes that by granting stock options to purchase the
Company’s common stock to its executives which vest over a certain number of
years, executives will be encouraged to remain with the company. Stock options
are priced at the fair market value of our common stock as the grant effective
date. Long-term incentives also are intended to reward individual performance.
The size of a stock option grant or warrant is determined primarily by the
Compensation Committee’s assessment of the Named Executive Officer’s performance
compared to our financial results. The value to our Named Executive Officers
of
the long-term awards is based upon our stock price that directly ties them
to
the creation of shareholder value.
Compensation
Committee Report
The
Compensation Committee of Mobilepro Corp. has reviewed and discussed with
management the Compensation Discussion and Analysis in this Proxy Statement
as
required under Item 402(b) of Regulation S-K. Based on their review and
discussions with management, the Compensation Committee recommended to the
Company’s full Board that the Compensation Discussion and Analysis be included
in the Company’s Annual Report on Form 10K and this Proxy
Statement.
Respectfully
submitted,
|
|
Donald
H. Sledge, Chairman
|
Summary
Compensation
The
following table sets forth information regarding compensation earned in fiscal
2008 by our Chief Executive Officer, our principal financial officer, and our
three other most highly compensated executive officers who were serving as
executive officers as of March 31, 2008, also known as our “named executive
officers”. At March 31, 2008, the Company had only four executive officers as
set forth below:
Summary
Compensation Table
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
|
|
2008
|
|
|
262,500
|
|
|
75,000
|
(1)
|
|
-
|
|
|
239,158
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
576,658
|
|
Executive
Officer
|
|
2007
|
|
|
247,500
|
|
|
29,700
|
|
|
|
|
|
286,718
|
|
|
|
|
|
|
|
|
|
|
|
563,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tammy
Martin, General
|
|
2008
|
|
|
190,000
|
|
|
75,000
|
(1)
|
|
-
|
|
|
39,620
|
|
|
-
|
|
|
-
|
|
|
8,400
|
|
|
313,020
|
|
Counsel
and Chief
|
|
2007
|
|
|
190,000
|
|
|
45,000
|
|
|
|
|
|
41,200
|
|
|
|
|
|
|
|
|
8,400
|
|
|
284,600
|
|
Administrative
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald
Paliwoda, Chief
|
|
2008
|
|
|
131,650
|
|
|
75,000
|
(1)
|
|
-
|
|
|
14,678
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
221,328
|
|
Accounting
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas
Bethell,
|
|
2008
|
|
|
76,000
|
|
|
75,000
|
|
|
-
|
|
|
124,100
|
|
|
-
|
|
|
-
|
|
|
114,000
|
|
|
389,100
|
|
President,
CCA and AFN
|
|
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 bonuses have
not
yet been finalized by the Compensation Committee.
(2)
The
amounts reflected in this column represent the compensation cost recorded in
our
financial statements during fiscal 2008 and 2007 under FAS 123R for stock
warrants awarded in fiscal 2008 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:
|
|
2008
|
|
2007
|
|
2006
|
|
Dividend
yield
|
|
|
-
|
%
|
|
-
|
%
|
|
-
|
%
|
Expected
volatility
|
|
|
60
|
%
|
|
60
|
%
|
|
60
|
%
|
Risk-free
interest rate
|
|
|
4.00
|
%
|
|
4.00
|
%
|
|
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.
|
Summary
of Employment and Consulting Arrangements
Jay
O. Wright:
Jay O.
Wright joined us in December 2003 as Chief Executive Officer. Mr. Wright was
paid a base salary of $180,000 in calendar year 2004 and was eligible to receive
a bonus equal to 1% of the revenues for the most recent 12 month period of
each
acquisition made by the Company during his employment period. Mr. Wright also
received warrants to purchase 15,182,500 shares of our Common Stock at an
exercise price of $0.018 per share upon the execution of his initial employment
agreement. Subsequent to year-end March 31, 2005, Mr. Wright’s employment
agreement was amended to, among other things, extend his employment period
to
December 31, 2007. Mr. Wright’s base salary was increased to $210,000 for
calendar year 2005, $240,000 for calendar year 2006 and $270,000 for calendar
year 2007. The terms of the new employment agreement eliminated the payment
of
bonuses as a result of the closing of an acquisition. Mr. Wright’s bonus amounts
are now based upon the successful completion of management by objective
milestones that are mutually established by Mr. Wright and the Compensation
Committee. In connection with the execution of the new employment agreement,
Mr.
Wright also received additional warrants to purchase 5,000,000 shares of our
Common Stock at an exercise price of $0.22 per share, which warrants vest
ratably from April 1, 2005 to December 31, 2007. On June 25, 2008, the Company
entered into a Third Amended and Restated Executive Employment Agreement with
Mr. Wright commencing July 1, 2008. The Agreement is for an initial term of
one-year with a one-year renewal period. Under the terms of the Agreement,
Mr.
Wright is entitled to an annual base salary of $252,000 in the initial term
and
$270,000 in the renewal period. Mr. Wright is also eligible for certain cash
bonuses of up to $340,000 during the term of the Agreement based on the
achievement of certain objectives and financial goals mutually established
by
Mr. Wright and the Compensation Committee. In connection with the Third Amended
and Restated Executive Employment agreement, Mr. Wright was granted a warrant
to
purchase 20,000,000 shares of common stock at an exercise price of $0.0016,
which vest one-half each on June 30, 2009 and June 30, 2010. On May 26, 2008,
the Company also canceled warrants to purchase 5,000,000 shares of common stock
at an exercise price of $0.22 per share previously granted to Mr.
Wright.
Donald
Paliwoda:
Mr.
Donald Paliwoda joined us in November 2004 as the Chief Financial Officer of
our
subsidiary, Davel Communications, Inc. and was promoted in November 2007 as
our
Chief Accounting Officer. Mr. Paliwoda serves as the Company’s principal
financial officer and principal accounting officer. While working as the Chief
Financial Officer of our subsidiary, Mr. Paliwoda was granted incentive stock
options in November 2005 to purchase 236,000 shares of common stock at an
exercise price of $0.22 per share. Under the terms of his current employment
arrangement, Mr. Paliwoda receives a salary of $140,000 and is eligible to
participate in the Company’s bonus program. In accordance with Mr. Paliwoda
assuming his new position as Chief Accounting Officer, he was awarded warrants
to purchase 1,000,000 shares of Mobilepro’s common stock on November 5, 2007 at
a price of $0.0089 per share, vesting on June 30, 2008. On May 26, 2008 the
Board of Directors also granted Mr. Paliwoda a warrant to purchase 1,750,000
shares of Mobilepro common stock at an exercise price of $0.0016, which vest
on
June 30, 2009. Effective July 1, 2008 Mr. Paliwoda’s salary was increased by
five percent (5%), with such increase being deferred until such time as the
Company’s cash position is improved.
Douglas
Bethell. Mr.
Douglas Bethell joined us in June 2005 as President of our subsidiary, American
Fiber Network, Inc. (“AFN”). Pursuant to the terms of his employment agreement,
Mr. Bethell was paid a base salary of $60,000 per year and was entitled to
receive an annual bonus based on the operating profits of AFN; provided,
however, that in no event shall his annual bonus be less than $25,000. At the
same time, the Company also executed a consulting agreement with DNK Enterprises
II, Inc. (“DNK”), a company controlled by Mr. Bethell, pursuant to which DNK was
paid $90,000 annually for services rendered to the Company by Mr. Bethell.
The
term of the employment and consulting agreements were for a period of two years
commencing June 1, 2005. Under the current employment arrangement with Mr.
Bethell, he is paid an annual salary of $76,000 and DNK is paid a consulting
fee
of $114,000 per year. Mr. Bethell was also paid a cash bonus in the amount
of
$75,000 for the 2008 fiscal year. In February 2006 Mr. Bethell was promoted
to
Executive Vice President of the Company. In connection with his promotion Mr.
Bethell was granted warrants to purchase 1,000,000 shares of Mobilepro common
stock at an exercise price of $0.233 which vested ratably over a twenty four
month period commencing April 1, 2006. On March 20, 2007 the Board of Directors
granted Mr. Bethell options to purchase 4,000,000 shares of Mobilepro common
stock at an exercise price of $0.036. The options vest in two equal installments
on March 31, 2008 and March 31, 2009. On May 26, 2008 the Board of Directors
also granted Mr. Bethell a warrant to purchase 4,000,000 shares of Mobilepro
common stock at an exercise price of $0.0016, which vests on June 30, 2009.
Tammy Martin: Ms.
Tammy
Martin joined us in November 2004 as General Counsel of our subsidiary, Davel
Communications, Inc. Pursuant to the terms of her employment arrangement, Ms.
Martin was paid a base salary of $186,295 per year and receives an annual car
allowance of $8,400. In May 2005, Ms. Martin was promoted to Chief Executive
Officer of Davel Communications, Inc. At that time Ms. Martin received warrants
to purchase 1,500,000 shares of our Common Stock at an exercise price of $0.15
per share that vested ratably from April 20, 2005 to March 31, 2006. In February
2006, Ms. Martin was named the Company's Senior Vice President, Chief
Administrative Officer, and Treasurer, effective April 1, 2006 and was promoted
to General Counsel of the Company in September 2006. Her base salary was
increased to $190,000 for the fiscal year ending March 31, 2007. Ms. Martin’s
annual bonus plan was also revised. Effective April 1, 2006, she was eligible
for an annual bonus of up to 50% of her annual base salary, with payment based
on the achievement of certain individual and Company objectives. She was also
granted an additional warrant to purchase 500,000 shares of our Common Stock
at
an exercise price of $0.233 per share that vested ratably over 24 months
commencing April 1, 2006. On August 27, 2007, the Board of Directors granted
Ms.
Martin a warrant to purchase 3,000,000 shares of MobilePro Common Stock at
an
exercise price of $0.0075, which vested on June 30, 2008. On May 26, 2008 the
Board of Directors also granted Mr. Martin a warrant to purchase 4,000,000
shares of Mobilepro Common Stock at an exercise price of $0.0016, which vest
on
June 30, 2009. Effective July 1, 2008 Ms. Martin’s salary was increased by five
percent (5%), with such increase being deferred until such time as the Company’s
cash position is improved.
Grant
of Plan-Based Awards
|
|
|
|
Estimated
Future Payouts Under
Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts Under
Equity
Incentive Plan Awards
|
|
All Other
Stock Awards:
Number
of
Shares
of
Stock
or
|
|
All
Other
Option Awards:
Number
of Securities
Underlying
|
|
Exercise or
Base
Price
of
Option
|
|
Closing
Price on
Grant
|
|
Name
|
|
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
Units
(#)
|
|
Options
(#)
|
|
Awards
($ / Sh)
|
|
Date
($ / Sh)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay
Wright, Chief Executive Officer
|
|
|
2008
|
|
|
-
|
|
|
-
|
|
|
200,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
10,000,000
|
|
|
0.0075
|
|
|
0.0075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tammy
Martin, General Counsel and Chief Administrative Officer
|
|
|
2008
|
|
|
-
|
|
|
-
|
|
|
95,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,000,000
|
|
|
0.0075
|
|
|
0.0075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald
Paliwoda, Chief Accounting Officer
|
|
|
2008
|
|
|
-
|
|
|
-
|
|
|
75,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,000,000
|
|
|
0.0089
|
|
|
0.0089
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas
Bethell, President, CCA and AFN
|
|
|
2008
|
|
|
-
|
|
|
-
|
|
|
75,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
MobilePro
Non-Plan Options and Warrant Grants
Outstanding
Equity Awards at Fiscal Year End
|
|
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
|
|
Option
Exercise
|
|
Option
|
|
Number of
Shares
or
Units
of
Stock That
Have
Not
|
|
Market
Value of
Shares or
Units
of
Stock That
Have
Not
|
|
Equity Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
|
|
Equity
Incentive
Plan Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
|
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
Options
(#)
|
|
Price
($)
|
|
Expiration
Date
|
|
Vested
(#)
|
|
Vested
($)
|
|
Vested
(#)
|
|
Vested
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay
Wright, Chief
|
|
|
15,182,500
|
|
|
-
|
|
|
-
|
|
|
.0180
|
|
|
04/15/14
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Executive
Officer
|
|
|
5,000,000
|
|
|
-
|
|
|
-
|
|
|
.2200
|
|
|
04/01/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000,000
|
|
|
8,000,000
|
|
|
-
|
|
|
.0075
|
|
|
08/27/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tammy
Martin,
|
|
|
1,500,000
|
|
|
-
|
|
|
-
|
|
|
.1550
|
|
|
04/20/15
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
General
Counsel
|
|
|
500,000
|
|
|
-
|
|
|
-
|
|
|
.2330
|
|
|
04/01/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
Chief
|
|
|
-
|
|
|
3,000,000
|
|
|
-
|
|
|
.0075
|
|
|
08/27/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald
Paliwoda,
|
|
|
236,000
|
|
|
-
|
|
|
-
|
|
|
.2200
|
|
|
11/15/15
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Chief
Accounting
|
|
|
-
|
|
|
1,000,000
|
|
|
-
|
|
|
.0089
|
|
|
11/05/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas
Bethell,
|
|
|
1,000,000
|
|
|
-
|
|
|
-
|
|
|
.2330
|
|
|
04/01/16
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
President,
CCA
|
|
|
2,000,000
|
|
|
2,000,000
|
|
|
-
|
|
|
.0360
|
|
|
03/20/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
AFN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobilepro
Non-Plan Option and Warrant Grants
We
currently have warrants outstanding that were granted to individuals or entities
outside of any equity compensation plan adopted by us (“Non-Plan Grants”). As of
March 31, 2008, of these Non-Plan Grants, warrants to purchase 2,000,000 shares
were held by outside members of our Board of Directors, warrants to purchase
5,600,000 shares were held by members of our advisory board and warrants to
purchase 41,418,500 shares were held by named executive officers of Mobilepro.
Warrants to purchase 33,820,468 shares were held by other individuals including
former executive officers and other employees. In addition, warrants to purchase
41,100,000 shares of our common stock were held by former owners of acquired
companies or entities that received warrants in connection with a financing
transaction. Such Non-Plan Grants were made pursuant to the terms of option
or
warrant agreements, as applicable, with each such grant authorized by the Board
of Directors of Mobilepro. The Non-Plan Grants have not been approved by our
stockholders.
Compensation
Committee Interlocks and Insider Participation
During
fiscal year 2008 the Company has no member of its Compensation Committee that
served as an executive officer of the Company.
The
Company believes its executive compensation should be designed to allow the
Company to attract, motivate and retain executives of a high caliber to permit
the Company to remain competitive in its industry.
Compensation
of Chief Executive Officer
Mr.
Wright joined us in December 2003 as Chief Executive Officer. Mr. Wright was
paid a base salary of $180,000 in calendar year 2004 and was eligible to receive
a bonus equal to 1% of the revenues for the most recent 12 month period of
each
acquisition made by the Company during his employment period. Mr. Wright also
received warrants to purchase 15,182,500 shares of our Common Stock at an
exercise price of $0.018 per share upon the execution of his initial employment
agreement. Subsequent to year-end March 31, 2005, Mr. Wright’s employment
agreement was amended to, among other things, extend his employment period
to
December 31, 2007. Mr. Wright’s base salary was increased to $210,000 for
calendar year 2005, $240,000 for calendar year 2006 and $270,000 for calendar
year 2007. The terms of the new employment agreement eliminate the payment
of
bonuses as a result of the closing of an acquisition. During 2006 and 2007
Mr.
Wright’s bonus was based upon the successful completion of management by
objective milestones that were mutually established by Mr. Wright and the
Compensation Committee. In connection with the execution of the new employment
agreement, Mr. Wright also received additional warrants to purchase 5,000,000
shares of our Common Stock at an exercise price of $0.22 per share, which
warrants vested ratably from April 1, 2005 to December 31, 2007. On June 25,
2008, the Company entered into a Third Amended and Restated Executive Employment
Agreement with Mr. Wright commencing July 1, 2008. The Agreement is for an
initial term of one-year with a one-year renewal period. Under the terms of
the
Agreement, Mr. Wright is entitled to an annual base salary of $252,000 in the
initial term and $270,000 in the renewal period. Mr. Wright is also eligible
for
certain cash bonuses of up to $340,000 during the term of the Agreement based
on
the achievement of certain objectives and financial goals mutually established
by Mr. Wright and the Compensation Committee. In connection with the Third
Amended and Restated Executive Employment agreement, Mr. Wright was granted
a
warrant to purchase 20,000,000 shares of common stock at an exercise price
of
$0.0016, which vest one-half each on June 30, 2009 and June 30, 2010. On May
26,
2008, the Company also canceled warrants to purchase 5,000,000 shares of common
stock at an exercise price of $0.22 per share previously granted to Mr.
Wright.
REPORT
OF THE AUDIT COMMITTEE
The
following is the Report of the Audit Committee with respect to our audited
financial statements for our fiscal year ended March 31, 2008. The material
in
this report is not "soliciting material," is not deemed filed with the
Securities and Exchange Commission and is not to be incorporated by reference
in
any of our filings under the Securities Act of 1933 or the Securities Exchange
Act of 1934, whether made before or after the date of this Proxy Statement
and
irrespective of any general incorporation language in any filings.
The
Audit
Committee's purpose is, among other things, to assist the Board of Directors
in
its oversight of our financial accounting, reporting and controls. The Board
of
Directors has determined that all three members of the committee that served
during fiscal year 2008 are "independent" as defined by the listing standards
of
The Nasdaq Stock Market. The committee operates under a charter, which was
formally adopted by the Board of Directors in June 2005. This charter is
available on our website at www.mobileprocorp.com. The Audit Committee has
reviewed and discussed our consolidated financial statements with management
and
the independent registered public accounting firm. The Audit Committee has
also
discussed with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees. Furthermore, the Committee received the
written disclosures and the letter from the independent registered public
accounting firm required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees. The Committee also discussed
with the independent registered public accounting firm that firm's independence
and whether the provision of non-audit services by the independent registered
public accounting firm is compatible with maintaining independence. Based on
the
review and discussions described in this report, and subject to the limitations
on the role and responsibilities of the committee referred to in its charter,
the Audit Committee recommended to the Board of Directors (and the Board of
Directors approved) that the audited financial statements be included in
the Annual Report on Form 10-K for the fiscal year ended March 31,
2008.
AUDIT
COMMITTEE
|
Donald
Sledge, Chairman
|
RELATED
PARTY TRANSACTIONS
We
granted warrants to purchase our Common Stock to certain of our directors prior
to their appointment to our Board of Directors in connection with their service
as members of our advisory board. We subsequently provided additional grants
to
our directors in connection with their service as members of our Board of
Directors. The terms of those grants are described in this Proxy Statement
in
our discussion of the compensation provided to our directors.
We
believe that each of the above referenced transactions was made on terms no
less
favorable to us than could have been obtained from an unaffiliated third party.
Furthermore, any future transactions or loans between us and our officers,
directors, principal stockholders or affiliates, and any forgiveness of such
loans, will be on terms no less favorable to us than could be obtained from
an
unaffiliated third party, and will be approved by a majority of our directors.
On
June
30, 2005, the Company entered into a Consulting Agreement with DNK Enterprises
II, Inc. to retain certain of the services of Mr. Doug Bethell for certain
of
the Company’s subsidiaries. DNK Enterprises, II, Inc. is substantially owned by
Mr. Bethell. The initial agreement provided for annual payments of $90,000
and
had a two-year term. Under the current employment and consulting arrangement
with Mr. Bethell, DNK is paid a consulting fee of $114,000 per year. Other
than
regularly scheduled payments, the Company currently has no outstanding
obligations under this arrangement. On the same date, the Company entered into
a
Consulting Agreement with DNK Enterprises, II, Inc. to retain certain services
of the spouse of Mr. Bethell. The agreement calls for annual payments of
$102,000 and had an initial term of one year. The Company continues to pay
DNK
$102,000 per year relating to certain services provided by Mr. Bethell’s spouse.
Other than regularly scheduled payments, the Company currently has no
obligations under this agreement. On May 26, 2006, the Company issued a warrant
to Ms. Kimberly Bethell to purchase 500,000 shares of the Company’s Common
Stock. The warrant has a term of ten years, is exercisable at $0.0016 per share
and vests on June 30, 2009. In addition, the Company’s wholly-owned subsidiary,
American Fiber Network, Inc. (“AFN”), has an employment arrangement with Mr.
Bethell pursuant to which he serves as AFN’s chief executive officer and is paid
an annual salary of $76,000 plus a bonus determined based on AFN’s annual
operating profit.
In
June
2006, Progames Networks, Inc. (“Progames”), a subsidiary of the Company, sold
shares of its common stock to Mr. Jay Wright, Chairman and Chief Executive
Officer and two other employees of the Company representing approximately 12.5%
of the common stock issued in ProGames.
During
fiscal year 2008, Mr. Jay Wright received compensation in the amount of $250
in
connection with his service as Chairman of the Board of Microlog Corporation.
STOCKHOLDER
NOMINATIONS AND PROPOSALS; DEADLINE FOR SUBMISSION OF
STOCKHOLDER
PROPOSALS FOR 2008 ANNUAL STOCKHOLDER MEETING
Our
Certificate of Incorporation provides that, for stockholder nominations to
the Board of Directors or other proposals to be considered at an annual meeting,
the stockholder must have given timely notice thereof in writing to the
Corporate Secretary of the Company. To be timely for the 2008 Annual Meeting,
a
stockholder’s notice must have been delivered to or mailed and received by the
Corporate Secretary of the Company at the principal executive offices of the
Company by August 14, 2008. A stockholder’s notice to the Corporate Secretary
must set forth as to each matter the stockholder proposes to bring before the
annual meeting the information required by Article Thirteenth and Fourteenth
of
our Certificate of Incorporation.
Stockholders
are entitled to present proposals for consideration at forthcoming stockholder
meetings provided that they comply with the proxy rules promulgated by the
Securities and Exchange Commission and our bylaws and Certificate of
Incorporation. Stockholders wishing to present a proposal at our 2009 Annual
Stockholders Meeting must submit such proposal not less than 70 days prior
to
the next scheduled annual meeting or if less than 70 days prior notice of the
next meeting is provided to our stockholders, within 10 days of the announcement
of the next annual meeting.
COMPLIANCE
UNDER SECTION 16(a)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Section
16(a) of the Exchange Act and related regulations require the Company’s
directors, certain officers, and any persons holding more than 10% of the
Company’s Common Stock (“reporting persons”) to report their initial ownership
of the Company’s Common Stock and any subsequent changes in that ownership to
the Securities and Exchange Commission. Specific due dates have been
established, and the Company is required to disclose any failure to file by
these dates during fiscal 2008. We are not aware of any persons that have held
more than 10% of the Company’s Common Stock during fiscal year 2008, or since
the end of the Company’ fiscal year.
In
making
this disclosure, the Company has relied on written representations of reporting
persons and filings made with the Commission.
OTHER
BUSINESS
We
know
of no other matters to be submitted to the 2008 Annual Stockholders Meeting.
If
any other matters properly come before the 2008 Annual Stockholders Meeting,
it
is the intention of the persons named in the enclosed proxy to vote the shares
they represent as the Board of Directors may recommend.
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THE
BOARD OF DIRECTORS
September
12, 2008
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Whether
or not you plan to attend the meeting in person, please either cast your vote
online, via telephone, or complete, date, sign and promptly return the enclosed
proxy card in the enclosed postage-paid envelope before the meeting so that
your
shares will be represented at the meeting.
EXHIBIT
A
FORM
OF AMENDMENT TO CERTIFICATE OF INCORPORATION
OF
MOBILEPRO
CORP.
Pursuant
to Section 242 of the General Corporation Law of the State of Delaware,
Mobilepro Corp., a Delaware corporation (the “Corporation”), does hereby
certify:
FIRST:
That
the
Board of Directors of the Corporation, pursuant to Sections 141(f) and 242
of
the General Corporation Law of the State of Delaware, duly adopted resolutions
proposing and declaring advisable the following amendment to the Certificate
of
Incorporation, as amended, of the Corporation:
RESOLVED:
That the Restated Certificate of Incorporation, as amended, of the Corporation
be amended by deleting the second paragraph of Article FOURTH in its entirety
and replacing it in its entirety with the following:
“The
total number of shares of capital stock of all classes which the Corporation
shall have authority to issues is 3,000,000,000 of which
2,979,964,575 shares
shall be common stock, par value $0.001 per share (“Common Stock”), 20,000,000
shares shall be preferred stock, par value $0.001 per share (“Preferred Stock”)
and 35,425 shares shall be the Series A Convertible Preferred Stock, par
value
$0.001 per share (“Series A Convertible Preferred Stock”).”
SECOND:
That the stockholders of the Corporation, at the Annual Meeting of Stockholders
held on _________ ____, 2008, duly approved said proposed Certificate of
Amendment of Certificate of Incorporation in accordance with Section 242
of the
General Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment
to be
signed by its _________________, this _____ day of _____________,
2008.
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MOBILEPRO
CORP.
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By:
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/s/
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Title
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EXHIBIT
B
FORM
OF AMENDMENT TO CERTIFICATE OF INCORPORATION
OF
MOBILEPRO
CORP.
Pursuant
to Section 242 of the General Corporation Law of the State of Delaware,
Mobilepro Corp., a Delaware corporation (the “Corporation”), does hereby
certify:
FIRST:
That
the
Board of Directors of the Corporation, pursuant to Sections 141(f) and 242
of
the General Corporation Law of the State of Delaware, duly adopted resolutions
proposing and declaring advisable the following amendment to the Certificate
of
Incorporation, as amended, of the Corporation:
RESOLVED:
That the Restated Certificate of Incorporation, as amended, of the Corporation
be amended as follows:
“Effective
at 5:00 p.m. (Eastern Time) on the date of filing with the Secretary of
State of the State of Delaware (such time, on such date, the “Effective Time”)
of this Certificate of Amendment pursuant to the
General
Corporation Law of the State of Delaware,
each
_____ ( ) shares of the Corporation’s common stock, $0.001 par value per
share, issued and outstanding immediately prior to the Effective Time (the
“Old
Common Stock”) shall automatically without further action on the part of the
Corporation or any holder of Old Common Stock, be reclassified, combined,
converted and changed into one (1) fully paid and non-assessable share of
common stock, $0.001 par value per share (the “New Common Stock”), subject
to the treatment of fractional share interests as described below. The
conversion of the Old Common Stock into New Common Stock will be deemed to
occur
at the Effective Time. From and after the Effective Time, certificates
representing the Old Common Stock shall represent the number of shares of
New
Common Stock into which such Old Common Stock shall have been converted pursuant
to this Certificate of Amendment, subject to the treatment of fractional
share
interests. There shall be no fractional shares issued. In lieu thereof, the
Corporation will round up to the nearest whole share any stockholder’s share
ownership to the extent such stockholder would be entitled to receive less
than
one share of Common Stock, as a result of the reverse split effected hereby.”
SECOND: That
the
stockholders of the Corporation, at the Annual Meeting of Stockholders held
on
_________ ____, 2008, duly approved said proposed Certificate of Amendment
of
Certificate of Incorporation in accordance with Section 242 of the General
Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment
to be
signed by its _________________, this _____ day of _____________,
2008.
THE
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MOBILEPRO
CORP.
Mobilepro
Corp.
Proxy
for 2008 Annual Stockholders Meeting
October
23, 2008
The
undersigned stockholder(s) of Mobilepro Corp., a Delaware corporation (the
“Company”), hereby acknowledges receipt of the Notice of Annual Stockholders
Meeting and Proxy Statement, each dated September 12, 2008, and hereby appoints
Jay O. Wright and Tammy L. Martin, and each of them, Proxies and
Attorneys-in-Fact, with full power to each of substitution, on behalf and in
the
name of the undersigned, to represent the undersigned at our 2008 Annual
Stockholders Meeting to be held on October 23, 2008 at 10:00 a.m., local time,
at the Marriott Bethesda Suites, 6711 Democracy Boulevard, Bethesda, Maryland
20817 and at any adjournment or postponement thereof, and to vote all shares
of
the Company’s common stock which the undersigned would be entitled to vote if
personally present on any of the following matters and with discretionary
authority as to any and all other matters that may properly come before the
meeting.
THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY
THIS
PROXY WILL BE VOTED FOR EACH OF THE BOARD OF DIRECTOR NOMINEES AND FOR THE
RATIFICATION OF BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C., AND FOR SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXY HOLDERS
DEEM
ADVISABLE.
PLEASE
MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
x PLEASE
MARK VOTES
AS IN THIS EXAMPLE.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSALS 1, 2,
3, 4
AND 5.
1.
To elect two directors to our Board of Directors, each to serve until
our
2009 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) Donald H.
Sledge (2)
Jay O. Wright
FOR
o
o WITHHOLD
ALL
NOMINEES
FOR
ALL NOMINEES
________________________________
For
all Nominees except as noted above
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FOR
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AGAINST
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ABSTAIN
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2.
To amend the Certificate of Incorporation to increase the authorized
number of shares of common stock from 1,500,000,000 shares to
3,000,000,000.
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o
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o
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o
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3. To amend
the
Certificate of Incorporation to effect a reverse stock split of the
common
stock, $.001par value, of the Company by a ratio of not less than
one-for-two and not more than one-for-ten, with the exact ratio to
be set
within such range in the discretion of the Board of Directors, without
further approval or authorization of stockholders. |
o
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o
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o
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4. 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, 2009. |
o
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o
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o
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5.
The approval to adjourn or postpone the annual meeting until November
6,
2008 to permit further solicitation of proxies in the event that
an
insufficient number of shares is present in person or by proxy to
approve
the proposals presented at the Annual Stockholders
Meeting..
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This
Proxy must be signed exactly as your name appears hereon. When shares are held
by joint tenants, both should sign. Attorneys, executors, administrators,
trustees and guardians should indicate their capacities. If the signer is a
corporation, please print full corporate name and indicate capacity of duly
authorized officer executing on behalf of the corporation. If the signer is
a
partnership, please print full partnership name and indicate capacity of duly
authorized person executing on behalf of the partnership.
Signature:
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Date:
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Signature:
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Date:
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