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:
January
8, 2007
MOBILEPRO
CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
000-51010
|
87-0419571
|
|
(State
of Incorporation)
|
(Commission
File Number )
|
(IRS
Employer Identification
No.)
|
6701
Democracy Blvd., Suite 202
Bethesda,
MD 20817
(Address
of principal executive offices) (Zip Code)
(301)
315-9040
(Registrant's
telephone number)
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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
On
January 8, 2007, the Registrant and CloseCall America, Inc., a wholly-owned
subsidiary of the Registrant (“CloseCall”), entered into an Asset Purchase
Agreement (the “Agreement”) with TeleCommunication Systems, Inc. (“TCS”),
pursuant to which CloseCall acquired all of the customer and vendor contracts
associated with TCS’s wireless phone and data service business operating under
TCS’s “mobeo” brand. CloseCall also acquired certain accounts receivable and
inventory and assumed certain accounts payable. The Agreement was effective
as
of December 29, 2006, subject to the satisfaction of customary closing
conditions.
The
purchase price for the assets consisted of 9,079,903 shares of the Registrant’s
common stock, payable at closing, and the agreement of CloseCall to share with
TCS the revenues associated with the assigned contracts for three years
following the effective date, as follows: (i) 12.5% of the net revenue from
airtime with respect to existing users with handsets; (ii) 3.3% of the net
revenue associated with software sales to existing customers; and (iii) 33.3%
of
the gross profit with respect to users under any assigned contract who
require a new handset.
The
preceding description of the Agreement is only a summary and is qualified in
its
entirety by reference to the Agreement, which is attached to this filing as
Exhibit 10.1 and incorporated by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| |
10.1
|
Asset
Purchase Agreement, dated as of December 29, 2006, by and among
TeleCommunication Systems, Inc., Mobilepro Corp. and CloseCall America,
Inc.
|
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 thereunto
duly authorized.
| |
|
|
| |
By: |
/s/ Jay
O.
Wright |
| |
Jay
O. Wright
Chief
Executive Officer
MOBILEPRO
CORP.
|
| |
|
Date:
January 10, 2007