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
19, 2005
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 300
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 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
3.03. Material Modification to Rights of Security Holders.
On
September 17, 2005 our shareholders approved an amendment to our certificate
of
incorporation to increase the number of authorized shares of common stock
from
600,000,000 to 1,500,000,000 and the authorized number of preferred shares
from
5,035,425 to 20,035,425. The increase in our authorized shares of common
stock
and preferred stock could have a dilutive effect on the earnings per share,
voting power and share holdings of current stockholders. The increase in
authorized shares could also be used by our management as an anti-takeover
device to defeat a hostile attempt to acquire control of Mobilepro Corp.
through
such means as issuing more shares of common stock to dilute the voting power
of
the outstanding shares and to increase the cost to acquire control of Mobilepro
Corp. or as a means to impede the efforts of stockholders to elect directors
other than those nominated by the then-current Board of Directors.
Item
8.01
Other Events.
On
September 17, 2005 at our annual meeting of shareholders our shareholders
submitted the following number of shares in favor of the proposals (“FOR”),
against and as abstentions:
1.
Election
of Directors:
|
|
|
FOR
|
|
|
AGAINST
|
|
|
ABSTAIN
|
|
Jack
W. Beech
|
|
|
211,982,567
|
|
|
454,324
|
|
|
1,206,912
|
|
|
|
|
|
|
|
|
|
|
|
|
Chris
Macfarland
|
|
|
212,421,890
|
|
|
195,001
|
|
|
1,206,912
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
G. O’Neil
|
|
|
212,309,890
|
|
|
127,001
|
|
|
1,206,912
|
|
|
|
|
|
|
|
|
|
|
|
|
Don
Sledge
|
|
|
212,231,790
|
|
|
205,101
|
|
|
1,206,912
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay
O. Wright
|
|
|
212,306,391
|
|
|
130,500
|
|
|
1,206,912
|
|
2.
Proposal To Approve An Increase In The Number Of Shares Available Under Our
2001
Equity Performance Plan From 1,000,000 TO 30,000,000.
FOR:
|
192,761,179
|
AGAINST:
|
20,319,865
|
ABSTAIN:
|
562,759
|
3.
Proposal To Amend Our Certificate Of Incorporation To Increase The Authorized
Number Of Shares Of Common Stock From 600,000,000 TO 1,500,000,000 And The
Authorized Number Of Preferred Shares From 5,035,425 TO 20,035,425.
FOR:
|
192,340,467
|
AGAINST:
|
20,266,987
|
ABSTAIN:
|
1,036,349
|
4.
Proposal To Approve The Ratification Of The Appointment Or Bagell, Josephs,
& Company LLC As Our Independent Registered Public Accounting Firm For The
Fiscal Year Ending March 31, 2006.
FOR:
|
212,386,147
|
AGAINST:
|
674,232
|
ABSTAIN:
|
583,424
|
5.
Proposal To Adjourn Or Postpone The Annual Meeting To August 31, 2005 To
Permit
Further Solicitation Of Proxies In The Event That An Insufficient Number
Of
Shares Is Present In Person Or By Proxy To Approve The Proposals Presented
At
The Annual Meeting.
FOR:
|
200,467,967
|
AGAINST:
|
12,224,339
|
ABSTAIN:
|
951,497
|
Item
9.01 Financial Statement and Exhibits.
On
September 19, 2005, we issued a press release to
announce the strong support from our shareholders in favor of the above
proposals. A copy of the press release is attached at an Exhibit under Item
9.01
(c) of this report.
99.1 |
Press
Release, dated September 19,
2005.
|
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 |
|
President
and Chief Executive Officer MOBILEPRO
CORP. |
Date:
September 23, 2005