Attached files
| file | filename |
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| EX-10.1 - World Surveillance Group Inc. | v182365_ex10-1.htm |
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (date of earliest event reported): April 20, 2010
SANSWIRE
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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0-23532
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88-0292161
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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17501 Biscayne Blvd, Suite 430, Aventura, Florida
33160
(Address
of Principal Executive Offices) (Zip
Code)
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Registrant's
telephone number, including area code: 786-228-0717
Former
Name or Former Address, if Changed Since Last Report)
Copies to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
49
Front Street, Suite 206
Rockville
Centre, NY 11570
Telephone:
(516) 833-5034
Fax:
(516) 977-1209
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2 below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d- 2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e- 4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April
20, 2010, Sanswire Corporation (the “Company”) and Global Telesat Corp. (“GTC”)
entered into an agreement (the “Agreement”) whereby GTC purchased a 50% interest
in the Company’s existing SkySat Mid Altitude, Lighter than Air (LTA), Unmanned
Aerial Vehicle (UAV) serial number 0001 (the “Airship”). The Company
is required to utilize the Purchase Price to complete the requisite development
work so that the Airship may be tested and demonstrated to potential
customers.
The
Company has agreed immediately to deliver the current Airship to a destination
and facility designated by GTC.
Within
three days of inspection of the Airship after delivery to the designated
facility, GTC is required to pay 1/5th of the
purchase price with additional payments of an equal amount each at
30-day intervals.
The
Company has granted to GTC, upon the payment in full of the Purchase Price, a
first lien and security interest in the Airship and all remedies of a secured
creditor under the Uniform Commercial Code.
The
Company granted GTC the option to acquire the remaining 50% of the Airship for
an amount equal to 3 times the amount paid for the initial 50% interest (the
“Option Price”). Upon exercising such option, GTC will be required to
pay 1/3 of the option price within ten business days and two additional payments
1/3 each at 30-day intervals.
The
foregoing information is a summary of the agreement involved in the transaction
described above, is not complete, and is qualified in its entirety by reference
to the full text of the agreement, which is attached an exhibit to this Current
Report on Form 8-K. Readers should review the agreement for a
complete understanding of the terms and conditions associated with this
transaction.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
Number
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Description
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10.1
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Purchase
Agreement, dated April 20, 2010, by and between Sanswire Corp. and Global
Telesat Corp.
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Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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SANSWIRE
CORP.
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Dated:
April 26, 2010
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By:
/s/ Thomas Seifert
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Thomas
Seifert
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Chief
Financial Officer
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