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 22, 2010
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 of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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17501 Biscayne Blvd., Suite
430, Aventura, FL 33160
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (786) 288-0717
Copies
to:
Stephen
Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
49 Front
Street, Suite #206
Rockville
Centre, New York 11570
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
Into a Material Definitive
Agreement
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On June
22, 2010, the Board of Directors of Sanswire Corp. (the “Company”) appointed
Michael K. Clark to the Board of Directors (the “Board”) of the Company and he
was thereafter elected Chairman of the Board. There is no
understanding or arrangement between Mr. Clark and any other person pursuant to
which Mr. Clark was selected as a director. Mr. Clark 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. Since January 1, 2009, Mr. Clark has not had a direct
or indirect material interest in any transaction or proposed transaction, in
which the Company was or is a proposed participant exceeding
$120,000.
Mr. Clark
will receive 5,000,000 shares of common stock of the Company as consideration
for serving on the Board.
Mr. Clark
served as President of the Institutional Products Group at Fidelity Investments
from 2007 to 2009. Prior to 2007, from 1994 to
2007 Mr. Clark held a series of positions at JPMorgan Chase Bank
including Global Head of Sales and Product, Trust and Clearing Services; Chief
Executive Officer, Trust and Clearing Services; and Chief Executive Officer,
Worldwide Securities Services. Prior to JPMorgan Chase, Mr. Clark was Head of
Broker Dealer Clearance at Bankers Trust from 1981 to
1994 Mr. Clark holds a BS from SUNY Maritime College and an
Executive MBA from New York University.
On June
22, 2010, the Board appointed Glenn Estrella as Chief Executive Officer and
Chief Financial Officer of the Company. There is no understanding or arrangement
between Mr. Estrella and any other person pursuant to which Mr. Estrella was
selected as an officer of the Company. Mr. Estrella 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. Since January 1, 2009, Mr. Estrella has not had a
direct or indirect material interest in any transaction or proposed transaction,
in which the Company was or is a proposed participant exceeding
$120,000.
From 2008 to 2009 Mr. Estrella
served as Chief Administrative Officer and Senior Vice President at Fidelity
Investments, where among other accomplishments he realigned and restructured the
Fidelity Family Office Business Group. From 1983 to 2008 Mr. Estrella
earlier held a variety of positions at JP Morgan, including Senior Vice
President and Head of JP Morgan Chase’s Latin America and Australia Trust
Company; as Chairman and Chief Executive Officer of JP Morgan Systems and
Services Technology; and as Global Head of Client Services and Managing Director
of JPMorgan Clearance and Agency Company. Prior to this, Mr. Estrella filled
several roles at Chase Manhattan Bank. He is an alumnus of Harvard University
and additionally holds degrees from Ocean County College and Pace
University. On June 23, 2010, the Company and Mr. Estrella
entered into an employment agreement outlining the terms pursuant to which Mr.
Estrella shall serve as Chief Executive Officer and Chief Financial
Officer. Pursuant to the employment agreement, Mr. Estrella shall
receive a signing bonus of 5,000,000 shares of common stock and
$20,000. Mr. Estrella shall also receive a salary of $250,000 per
year and an annual bonus in stock and/or options as determined by the
Board. In
the event that the Company is acquired as a result of a friendly or hostile
takeover or merger or other combination, the above compensation will be
accelerated so that upon the completion of such takeover, merger or combination,
Mr. Estrella will receive 100% of the unpaid portion of thereof regardless of
the amount of time he has been with the Company. The term of the
agreement is for three years with automatic renewal for one year
unless Mr. Estrella is terminated for cause.
Concurrent
with the appointment of Mr. Estrella, Thomas Seifert resigned as the Company’s
Chief Financial Officer. Mr. Seifert has no disputes with the
Company.
A copy of
the press release announcing Mr. Clark’s and Mr. Estrella’s appointment is
attached hereto as Exhibit 99.1 and a copy of Mr. Estrella’s employment
agreement is attached hereto as Exhibit 10.1.
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Item
9.01
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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 between Sanswire Corp. and Glenn Estrella
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99.1
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Press
Release, dated June 24, 2010
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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 24, 2010
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/s/ Glenn Estrella
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Name:
Glenn Estrella
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Title:
Glenn Estrella
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