Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 8, 2011
SANSWIRE
CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-235332
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88-0292161
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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State Road 405, Building
M6-306A, Room 1400, Kennedy Space Center, FL 32815
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (321) 452-3545
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.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 8, 2011, Sanswire Corp. (the “Company”) announced that it has hired
Jeffrey Sawyers as its Chief Financial Officer and Treasurer. Mr.
Sawyers, age 55, has over 30 years of diversified financial management
experience. Most recently, from 2008 to 2010, Mr. Sawyers served as the
Corporate Controller for Tijuana Flats, a restaurant chain with approximately 70
corporate, joint venture and franchise restaurants, where he was responsible for
all the external financial accounting and reporting systems, audit and tax
management, and banking relationships. Prior to that from 2004 to
2008, Mr. Sawyers served as Director of Finance and Special Projects at
Curascript, Inc. and before that was the Assistant Controller at Priority
Healthcare which was acquired by Express Scripts and combined with their
subsidiary Curascript, Inc. In these positions, Mr. Sawyers was responsible for
among other things preparation of all Securities and Exchange Commission filings
as well as financial reporting, corporate accounting and treasury functions.
None of such companies is a parent, subsidiary or other affiliate of the
Company.
Mr.
Sawyers is a certified public accountant and a certified management accountant.
He earned a Bachelor of Arts in Accounting from the University of South Florida
in 1978 and then spent three years as a senior accountant at KPMG Peat
Marwick.
In
connection with Mr. Sawyers’ hiring as the Chief Financial Officer and Treasurer
of the Company, the Company and Mr. Sawyers executed an Employment Agreement,
dated as of February 8, 2011 (the “Employment Agreement”), providing for certain
compensation arrangements and benefits. The Employment Agreement
provides for an annual salary of $100,000 per year and six months severance on a
termination without Cause by the Company. Mr. Sawyers is eligible for
an annual bonus at the discretion of the Board of Directors. The
Employment Agreement also includes one year noncompetition and non-solicitation
provisions as well as confidentiality and inventions assignment
provisions. Mr. Sawyers also entered into an Indemnification
Agreement with the Company.
On
February 8, 2011, Mr. Sawyers also received an option (the “Sawyers Option”) to
purchase 1,500,000 shares of Common Stock at an exercise price of $0.07 per
share, which was the closing price of the Company’s Common Stock on the date the
Company’s Board of Directors approved the issuance of the Sawyers Option,
pursuant to an Option Agreement. The Sawyers Option is immediately
vested as to 500,000 shares with the remainder vesting quarterly over the next
eighteen months and provides for acceleration in full on a Change of Control of
the Company. The Sawyers Option is exercisable until the earlier of
three years from the effective date or 90 days after the termination of Mr.
Sawyers’ employment with the Company.
There is
no understanding or arrangement between Mr. Sawyers and any other person
pursuant to which Mr. Sawyers was appointed as Chief Financial Officer and
Treasurer. Mr. Sawyers does not have any family relationship with any director,
executive officer or person nominated or chosen by the Company to become a
director or an executive officer. Mr. Sawyers has never had a direct
or indirect material interest in any transaction or proposed transaction, in
which the Company was or is a proposed participant exceeding $120,000, other
than the Employment Agreement and the Sawyers Option described above which were
entered into in connection with his employment.
A copy of
the press release and the agreements entered into between the Company and Mr.
Sawyers are filed as Exhibits to this Current Report on Form 8-K, respectively,
and are incorporated herein by reference. 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 as 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
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Exhibit
Number
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Description
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10.1
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Employment
Agreement, dated February 8, 2011, between Sanswire Corp. and Jeffrey
Sawyers.
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10.2
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Option
Agreement with Jeffrey Sawyers, dated February 8, 2011.
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10.3
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Indemnification
Agreement between Sanswire Corp. and Jeffrey Sawyers, dated February 8,
2011.
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99.1
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Press
Release dated February 8, 2011.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SANSWIRE
CORP.
(Registrant)
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Date:
February 8, 2011
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By:
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/s/ Glenn
D. Estrella |
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Name:
Glenn D. Estrella |
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Title:
President and Chief Executive Officer |
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