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:
September
7, 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.
The
Registrant’s subsidiary, Davel Communications, Inc. (“Davel”), closed on
September 7, 2007 the sale of approximately 21,405 payphones and other assets
from Davel under an Asset Purchase Agreement (the “Agreement”) with Sterling
Payphones, LLC (the “Buyer”).
Under
the
terms of the Agreement, Davel received $50,000 cash, $1,839,821 was paid to
YA
Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P)
to
reduce the amount of principal and interest owed by the Registrant under the
outstanding convertible debentures with YA Global Investments, L.P. (the
“Payment”), and, pursuant to the Agreement, the remainder was held in escrow to
pay certain key vendors of Davel and potential indemnification claims. The
Payment also served to reduce Davel’s obligation to the Registrant under certain
senior secured promissory notes owed by Davel to the Registrant. The Buyer
also
assumed certain liabilities of Davel.
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
2.01
Completion of Acquisition or Disposition of Assets.
The
information in Item 1.01 above is incorporated by reference. There was no
relationship, other than in respect of the transaction, between the Buyer and
the Registrant or any of its affiliates.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| |
10.1
|
Asset
Purchase Agreement by and between Davel Communications, Inc. and
Sterling
Payphones, LLC
|
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:
September 10, 2007