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EX-10.2 - World Surveillance Group Inc. | v174346_ex102.htm |
EX-10.1 - World Surveillance Group Inc. | v174346_ex101.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 8, 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.)
|
17501
Biscayne Blvd Suite 430, Aventura FL 33160
(Address
of Principal Executive Offices) (Zip
Code)
|
Registrant's
telephone number, including area code: 786-288-0717
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, New York 11570
T:
516-833-5034
F:
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))
|
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, 2010, Sanswire Corp. (the “Company”) received an executed Mutual
Release and Settlement Agreement (the “Christian Agreement”) from David A.
Christian (“Christian”), pursuant to which Christian resigned as Chief Executive
Officer of the Company. The Christian Agreement provided for the
resolution and settlement of all issues relating to the employment of Christian
by the Company, provides a mutual release between the parties as well as the
following:
•
|
the
Company agreed to issue Christian 4,000,000 shares of common stock of the
Company;
|
•
|
the
Company agreed to issue to Christian an option to purchase 500,000 shares
of common stock of the Company at an exercise price of $0.075 per
share;
|
•
|
the
Company agreed to pay Christian Fifteen Thousand Dollars ($15,000) in cash
as settlement of all accrued and unpaid expenses;
and
|
•
|
the
Company agreed to issue Christian 250,000 shares with regard to his
original contract to serve on the Board of
Directors.
|
On
February 8, 2010, the Company received an executed Mutual Release and
Settlement Agreement (the “Hotz Agreement”) between the Company and William J.
Hotz (“Hotz”), Hotz resigned as a Director of the Company. The Hotz
Agreement provided for the resolution and settlement of all issues relating to
the employment of Hotz by the Company, including but not limited to a provision
whereby the Company will pay to Hotz:
•
|
1,000,000
shares of common stock of the
Company;
|
•
|
Options
to purchase 200,000 shares of common stock of the Company at an exercise
price of $0.075 per share; and
|
•
|
Ten
Thousand Dollars ($10,000) in cash as settlement of all accrued and unpaid
salary, benefits, bonuses, expenses and/or other
remuneration.
|
On
February 10, 2010, Thomas Seifert, the Company's Chief Financial Officer was
appointed to the Board of Directors. Mr. Seifert has been the CFO since August
2009 and served as a consultant to the Company since April
2007. Prior to April 2007, Mr. Seifert served as a business
consultant through Rocky Mountain Advisors Corp., a wholly owned consulting
company. He has more than thirteen years experience in financial
management. Prior to joining the Company, Mr. Seifert served five years as Chief
Financial Officer of a public telecommunications company and has held prior
positions as Chief Financial Officer and Controller for various integrated
telecommunications organizations. There is no arrangement or
understanding between Mr. Seifert and any other person pursuant to which Mr.
Seifert was selected as a director. At this time, Mr. Seifert has not
been appointed to any such committee, but may be appointed in the near
future. Outside of the employment agreement between Mr.
Seifert and the Company, there is no material plan,
contract or arrangement (whether or not written) to which Mr. Seifert and the
Company are parties to.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number
|
Description
|
10.1
10.2
|
Mutual
Release and Separation Agreement, by and between Sanswire Corp. and David
A. Christian
Mutual
Release and Separation Agreement, by and between Sanswire Corp. and
William J. Hotz
|
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:
February 12, 2010
|
By:
/s/ Thomas Seifert
|
Thomas
Seifert
|
|
Chief
Financial Officer
|