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): December 16, 2010
SANSWIRE
CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-235332
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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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State Road 405, Building
M6-306A, Room 1400, Kennedy Space Center, FL 32815
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (786) 288-0717
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
8.01 OTHER
EVENTS.
On
December 17, 2010, Sanswire Corp. issued a press release announcing that it has
reached a settlement with the U.S. Securities and Exchange Commission (the
“SEC”) resolving the previously-disclosed lawsuit against GlobeTel
Communications Corp. (“GlobeTel,” now Sanswire), without admitting or denying
the allegations in the SEC’s complaint, as is consistent with standard SEC
practice. The settlement relates to allegations of fraud and other
wrongdoing by former management of GlobeTel dating back to 2002.
The SEC’s
complaint filed on May 2, 2008 in the U.S. District Court for the Southern
District of Florida against GlobeTel and three former officers alleged that
GlobeTel engaged in actions that violated certain federal securities laws and
SEC rules, including the antifraud provisions, by recording revenue on the basis
of fraudulent invoices created by several individuals formerly employed by
GlobeTel who were in charge of its wholesale telecommunications
business.
Under the
terms of the settlement, the Company is required to pay a civil penalty of
$300,000. As previously disclosed, the funds to pay the civil penalty were
placed in escrow by the Company in June 2010. Further, the Company consented to
a permanent injunction against future violations of Sections 5(a), 5(c) and
17(a) of the Securities Act of 1933, as amended (the “Securities Act”) and
Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and Rules 10b-5, 12b-20, 13a-1,
13a-11 and 13a-13 thereunder. The Company also has agreed to perform
certain undertakings, including retaining a Chief Financial Officer,
establishing and securing board members for an independent Audit Committee of
the Board of Directors and retaining an Audit Committee Financial Expert for the
Board, to enhance its disclosure controls, processes and practices. The failure
of the Company to fulfill any such undertaking could result in the SEC’s
petitioning the Court for an order for the Company to pay a penalty of $1.3
million plus interest. On December 16, 2010, the U.S. District Court for the
Southern District of Florida was advised of the settlement and dismissed all
claims against GlobeTel without prejudice.
A copy of
the press release is filed as Exhibit 99.1 to this Current
Report. The information in Exhibit 99.1 shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liability of that section. The information in Exhibit 99.1 shall not
be incorporated by reference into any filing or other document pursuant to the
Securities Act except as shall be expressly set forth by specific reference in
such filing or document.
ITEM
9.01 FINANCIAL STATEMENTS
AND EXHIBITS
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Exhibit
Number
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Description
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99.1
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Press
Release dated December 17, 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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(Registrant) |
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| Date: December
17, 2010 |
/s/
Glenn D. Estrella |
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By:
Glenn D. Estrella |
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Title: President
and Chief Executive Officer |
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