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): May 3, 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):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
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.
Christian
Appointment
On May 3,
2009, the Board of Directors of Sanswire Corp. (the “Company”) appointed David
A. Christian as a director and chairman of the Board of Directors of the
Company. There is no understanding or arrangement between Mr.
Christian and any other person pursuant to which Mr. Christian was selected as a
director. Mr. Christian 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. Christian will receive $5,000
per quarter in cash compensation and 250,000 shares of common stock per quarter
during his tenure as a director.
David A.
Christian is one of the United States’ most decorated veterans, the recipient of
7 Purple Hearts, Silver Star, Bronze Star and numerous other medals and
commendations. He became the youngest National Commander of the Nation's oldest
veterans organization "The Legion of Valor". He was a co-founder of the Vietnam
Veterans of America with US Senator John Kerry and Bob Muller. Mr.
Christian is currently a lecturer, commentator, advisor to the US Senate, and
runs a Service Disabled Veteran Owned Small Business that does work with the
United States Armed Forces under contract. From 1998 until 2006 Mr.
Christian was a Senate Fellow in the United States Senate and an advisor in the
areas of National Defense, Foreign Relations and Armed Services. He has also
served in the Carter and Regan administration and has been active in veterans
affairs. Since 2006 Mr. Christian has served as the Chief Executive
Officer of DacVal LLC, a manufacturer and re-manufacturer providing military
defense support equipment for the United States armed services.
Additionally,
Mr. Christian is an author, consultant to major news organizations, and a
nationally recognized speaker. He is fluent in Russian and German.
Leinwand Employment
Agreement
On May 3, 2009, the Board of Directors of the Company ratified
an employment agreement (the “Employment Agreement”) effective March 1, 2008
(the “Effective Date”) by and between the Company and Mr. Jonathan Leinwand
(“Executive”), whereby Executive was appointed as Chief Executive Officer and
General Counsel of the Company. The Employment Agreement has an
initial term of one year from the Effective Date and will automatically renew
for consecutive one year terms until such time that the Employment Agreement is
terminated upon mutual agreement between the parties upon 30 days written notice
or upon termination for cause. Pursuant to the Employment Agreement, Executive
is to receive an annual base salary of $250,000 per year, subject review by the
Board of Directors on an annual basis (the “Base Salary”). Executive was
provided a signing bonus of 2,000,000 shares of the Company’s common stock upon
execution of the Employment Agreement and 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) 2,000,000 shares upon the filing of the Company’s restated
Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and the
fiscal year ended December 31, 2004; (2) 2,000,000 shares upon the filing of the
Company’s Annual Report on Form 10-K for the fiscal year December 31, 2007 and
the fiscal year ended December 31, 2006; (3) 1,000,000 shares upon the Company’s
quotation for trading on the Over-the-Counter Bulletin Board; (4) 2,000,000
shares upon the Company entering into an agreement that results in revenue for
the Company in either the form of funds for research and development from an
established defense contractor or government agency or the sale of an airship or
revenues from other projects in excess of $250,000; (5) 2,000,000 shares upon
the closing of financing of at least $1,000,000 in gross proceeds, in the
aggregate, commencing from the date of initial appointment as CEO on September
10, 2007; and (6) 2,000,000 shares upon the Company’s market cap reaching
$50,000,000. 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 malfeasance, fraud, or
gross negligence then Executive shall be entitled to payment of salary, benefits
and bonus for the three (3) months following such termination and shall be
entitled to a pro-rata bonus for the term thereunder. 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.
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
9.01 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 March 1, 2008, by and between the Company and
Jonathan Leinwand
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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:
May 5, 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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