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): June 1, 2009
SANSWIRE
CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-23532
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88-0292161
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of incorporation)
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Identification No.)
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101 NE 3rd Ave., Fort
Lauderdale, FL 33301
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (954) 332-3759
Copies
to:
Stephen
Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
110 Wall
Street, 11th Floor
New York,
NY 10005
Phone:
(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):
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
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June
1, 2009, the Board of Directors of Sanswire Corp. (the “Company”) appointed
Thomas Seifert (“Mr. Seifert” or “Executive”) as a Chief Financial Officer of
the Company. There is no understanding or arrangement between
Mr. Seifert and any other person pursuant to which Mr. Seifert was selected as a
Chief Financial Officer. Mr. Seifert does not have any family
relationship with any director, executive officer or person nominated or chosen
by us to become a director or an executive officer.
Mr.
Seifert has served as a consultant to the Company since April 2007 and has more
than thirteen years experience in financial management. Prior to joining the
Company, Mr. Seifert served five years as Chief Financial Officer of Globalnet
Corporation, a public telecommunications company. Past positions
include Chief Financial Officer of 2Sendit.com, Controller for Integrated
Telephony Products and Controller for Mountain Vacations.
On June
1, 2009 (the “Effective Date”), the Company and Executive entered into that
certain employment agreement (the “Employment Agreement”)
whereby Executive was appointed as Chief Financial Officer of the
Company. The Employment Agreement has an initial term of three years
from the Effective Date (the “Initial Term”) and will automatically renew for
consecutive one year terms until such time that the Employment Agreement is
terminated unless otherwise terminated by either party upon 30 days written
notice or upon termination for cause. Pursuant to the Employment Agreement,
Executive is to receive an annual base salary of $200,000 per year, subject
review by the Board of Directors on an annual basis (the “Base Salary”). Upon
execution of the Employment Agreement, Executive was awarded a signing bonus of
1,500,000 shares of the Company’s common stock, $0.001 par value (the “Common
Stock”) and an option to purchase 500,000 shares of the Common Stock of the
Company at an exercise price equal to $.14 per share. Executive will
also be entitled to receive an annual bonus in the form of cash and/or equity
compensation in amount equal to up to one hundred and fifty percent (150%) of
Employee’s Base Salary. Executive shall also be entitled to receive
additional equity compensation in the amounts and upon completion of the
following milestones as set forth below: (1) 1,000,000 shares upon the Company
commencing trading on the OTCBB; (2) 1,000,000 shares upon the Company
commencing trading on a national trading market; (3) 1,000,000 shares upon the
Company successfully filing timely SEC reports for a period of 12 consecutive
months; (4) 1,000,000 shares upon the closing of financing of at least
$2,000,000 in gross proceeds, in the aggregate, commencing from the date of
initial appoint as CFO on June 1, 2009; (5) 1,000,000 shares upon the Company’s
market cap reaching $75,000,000; and (6) 1,000,000 shares upon the Company’s
market cap reaching $125,000,000. Executive is entitled to
participate in any and all benefit plans, from time to time, in effect for
senior management, along with vacation, sick and holiday pay in accordance with
the Company’s policies established and in effect from time to time. Executive’s
employment with the Company may be terminated at any time, with or without cause
or good reason. In the event that Executive’s employment is terminated by the
Company prior to the end of the Employment Agreement for any reason except cause
then Executive shall be entitled to payment of salary, benefits and bonus for
the twelve (12) months following such termination and shall be entitled to a
pro-rata bonus for the term thereunder. Furthermore, in the event of a Change of
Control (as defined in the Employment Agreement), all shares covered by any
options held the Executive, plus an additional 5,000,000 shares of Common Stock,
shall accelerate in full and such options shall immediately become exercisable
in full, and such shares shall be issued to the Executive. To the
extent permitted by law, the Company also agreed to indemnify Executive against
any claim or liability and will hold Executive harmless from and pay any
expenses (including, without limitation, legal fees and court costs), judgments,
fines, penalties, settlements and other amounts arising out of or in connection
with any act or omission of the Executive performed or made in good faith on
behalf of the Company pursuant to the Employment Agreement, regardless of
negligence or personal responsibility or other.
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. 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, effective June 1, 2009, by and between the Company and Thomas
Seifert
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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. |
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Date:
June 4, 2009
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/s/ Jonathan Leinwand |
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Jonathan
Leinwand |
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Chief
Executive Officer |
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