As filed with the Securities and Exchange Commission on May 18, 2004
Registration No. 333-115546
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MOBILEPRO CORP.
(Name of Registrant in Our Charter)
Delaware 3570 87-0419571
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(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification No.)
Incorporation or Classification
Organization) Code Number)
6701 Democracy Blvd., Jay O. Wright
Suite 300 6701 Democracy Blvd.,
Bethesda, MD 20817 Suite 300
(301) 315-9040 Bethesda, MD 20817
---------------------- (301) 315-9040
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(Address and telephone (Name, address and
number of Principal telephone number of agent
Executive Offices and for service)
Principal Place of
Business)
Copies to:
Ernest M. Stern
Schiff Hardin LLP
1101 Connecticut Avenue, N.W., Suite 600
Washington, D.C. 20036
(202) 778-6400
Telecopier No.: (202) 778-6460
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes
effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
______________________
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to Form SB-2/A is to
correct and restate the information provided regarding the selling
stockholders in accordance with Item 507 of Regulation S-B in the
Company's Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission on May 14, 2004.
SELLING STOCKHOLDERS
The following table presents information regarding the selling
stockholders. Pursuant to the Standby Equity Distribution Agreement,
Cornell Capital has agreed to purchase up to $100 million of our
common stock. In addition, in connection with the execution of the
Standby Equity Distribution, we issued Cornell Capital 7,990,000
shares of common stock. None of the selling stockholders are broker-
dealers or affiliates of broker-dealers and none of the selling
stockholders have held a position or office, or had any other material
relationship, with us, except as follows:
* Cornell Capital is the investor under the Standby Equity
Distribution Agreement. All investment decisions of Cornell
Capital Partners are made by its general partner, Yorkville
Advisors, LLC. Mark Angelo, the managing member of
Yorkville Advisors, LLC, makes the investment decisions on
behalf of Yorkville Advisors.
* Jay O. Wright, our Chief Executive Officer, intends to sell
up to 15,182,500 shares underlying warrants held by him,
subject to compliance with the volume limitations of Rule
144 and a lock-up agreement which prohibits the sale of any
stock prior to November 15, 2004, and limits his sale of
shares thereafter to no more than 1 million shares per
quarter.
* Kurt Gordon, our Chief Financial Officer, intends to sell up
to 6,500,000 shares underlying warrants held by him, subject
to compliance with the volume limitations of Rule 144 and a
lock-up agreement which prohibits the sale of any stock
prior to November 15, 2004, and limits his sale of shares
thereafter to no more than 1 million shares per quarter.
* Paul Silverman, who intends to sell up to 500,000 shares
underlying warrants held by him, is Chairman of our Advisory
Board.
* Arne Dunhem, who intends to sell up to 2,000,000 shares
underlying warrants held by him, is a former CEO of
Mobilepro.
* Daniel Lozinsky, who intends to sell up to 18,037,037
shares, which shares include underlying warrants held by
him, subject to compliance with the volume limitations of
Rule 144 and a lock-up agreement which prohibits the sale of
any stock prior to October 1, 2004.
* Newbridge Securities Corporation, which intends to sell
5,000 shares acquired pursuant to a Placement Agent
Agreement.
The table follows:
PERCENTAGE OF
SHARES TO BE OUTSTANDING
SHARES PERCENTAGE OF ACQUIRED UNDER THE SHARES
BENEFICIALLY OUTSTANDING SHARES STANDBY EQUITY SHARES TO BE BENEFICIALLY
OWNED BEFORE BENEFICIALLY OWNED DISTRIBUTION SOLD IN THE OWNED AFTER
SELLING STOCKHOLDER OFFERING BEFORE OFFERING AGREEMENT OFFERING OFFERING (3)
------------------- -------- --------------- --------- -------- ------------
Cornell Capital Partners, L.P. 7,990,000 3.3%(1) 250,000,000 252,995,000(2) 1.0%
Jay O. Wright 8,582,500 3.6% 0 15,182,500 0%
Kurt Gordon 3,062,500 1.3% 0 6,500,000 0%
Paul Silverman 1,500,000 * 0 500,000 *
Arne Dunhem 9,651,911 4.1% 0 2,000,000 1.6%
Daniel Lozinsky 23,083,122 9.7% 0 18,037,037 1.0%
Newbridge Securities Corporation 10,000 * 0 5,000 *
_________________________________________
* Less than 1%.
(1) Percentage of outstanding shares is based on 232,914,196 shares
of common stock outstanding as of May 12, 2004, together with
shares deemed beneficially owned by each such shareholder.
Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of
common stock that may be obtained within 60 days of May 12, 2004
are deemed to be beneficially owned by the person holding such
securities that are convertible or exchangeable into shares of
common stock for the purpose of computing the percentage of
ownership of such person, but are not treated as outstanding for
the purpose of computing the percentage ownership of any other
person.
(2) Mobilepro cannot predict the actual number of shares of common
stock that will be issued pursuant to the Standby Equity
Distribution Agreement because the purchase price of the shares
under the Standby Equity Distribution Agreement is based upon
future bid prices for Mobilepro's shares at the time it requests
an advance of funds from Cornell Capital and because Mobilepro
has not determined the total amount of advances under the Standby
Equity Distribution Agreement that it intends to request.
Therefore, the number of shares of common stock registered under
this registration statement in connection with the Standby Equity
Distribution Agreement and upon conversion of the debentures is
based on Mobilepro's good-faith estimate of the maximum number of
shares that Mobilepro will issue with respect thereto based upon
current market prices of the company's common stock. The shares
of common stock being registered under this registration
statement do not include outstanding shares owned by Cornell
Capital and previously registered by Mobilepro.
(3) Assumes Cornell Capital sells all shares purchased by it pursuant
to the Standby Equity Distribution Agreement and 2,995,000 of the
7,990,000 shares of Common Stock which we issued to Cornell upon
execution of the Standby Equity Distribution Agreement but
retains all other of our shares currently held by it.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 1 to Registration
Statement on Form SB-2 to be signed on its behalf by the undersigned,
thereunto duly authorized, in Bethesda, Maryland.
MOBILEPRO CORP.
By /s/ Jay O. Wright
--------------------------------
Name: Jay O. Wright
Title: President and Chief
Executive Officer,
Date: May 18, 2004
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
SIGNATURE TITLE DATE
/s/ Jay O. Wright President and Chief May 18, 2004
------------------------- Executive Officer
Jay O. Wright Principal Executive
Officer
/s/ Daniel Lozinsky* Director May 18, 2004
-------------------------
Daniel Lozinsky
/s/ Kurt Gordon* Chief Financial Officer, May 18, 2004
------------------------- Principal Financial and
Kurt Gordon Principal Accounting
Officer
*By: /s/ Jay O. Wright
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Jay O. Wright
Attorney-in-fact