Attached files
| file | filename |
|---|---|
| EX-10.1 - World Surveillance Group Inc. | v197934_ex10-1.htm |
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (date of earliest event reported): September 29, 2010
SANSWIRE
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
0-23532
|
88-0292161
|
||
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
||
|
of
Incorporation)
|
|
|
Identification
No.)
|
101 NE 3
rd
Ave., Fort Lauderdale, FL 33301
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code: 954-332-3759
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):
|
¨
|
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement communications
pursuant to Rule 14d- 2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement communications
pursuant to Rule 13e- 4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
On
September 29, 2010, the Company, Michael K. Clark (“Clark”), its Chairman of the
Board, and Hinshaw & Culbertson LLP (“Hinshaw”) entered into that certain
Escrow and Stock Purchase Agreement (the “Clark Agreement”) pursuant to which
Clark agreed to provide $250,000 (the “Settlement Funds”) to be held in escrow
by Hinshaw. Those funds are being provided by Mr. Clark, pursuant to
ongoing discussions with the Securities and Exchange Commission (“SEC”), to
facilitate the Company’s effort and offer to settle pending litigation with the
SEC. The Company will offer the Settlement Funds to the SEC as part
of a settlement offer in the amount of $300,000 of which $50,000 shall be funded
directly by the Company. Additionally, pursuant to the Clark
Agreement, in the event a settlement is entered with the SEC whereby the
Settlement Funds are utilized, then Clark and the Company will enter into a
Stock Purchase Agreement whereby Clark will receive 4,000,000 shares of common
stock of the Company in consideration for the Settlement Funds.
The
foregoing information is a summary of each of the agreements involved in the
transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached an
exhibit to this Current Report on Form 8-K. Readers should review
those agreements for a complete understanding of the terms and conditions
associated with this transaction.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
Exhibit
Number
|
Description
|
|
|
10.1
|
|
Escrow
and Stock Purchase Agreement, dated September 29, 2010, by and between
Sanswire Corp., Michael K. Clark and Hinshaw & Culbertson
LLP
|
SIGNATURE
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.
|
SANSWIRE
CORP.
|
|
|
Dated:
September 30, 2010
|
By:
/s/ Glenn Estrella
|
|
Glenn
Estrella
|
|
|
Chief
Executive Officer
|