UNITED STATES
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): April 29, 2008
_________________
WIDEPOINT CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware |
000-23967 |
52-2040275 |
| (State or Other Jurisdiction of |
(Commission File Number) |
(I.R.S. Employer |
| Incorporation) |
|
Identification No.) |
| One Lincoln Centre, Oakbrook Terrace, Illinois |
60181 |
| (Address of Principal Executive Office) |
(Zip Code) |
Registrant’s
telephone number, including area code: (630) 629-0003
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:
| [_] |
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
On
April 29, 2008, WidePoint Corporation (the “Company”) entered into a Common
Stock Purchase Agreement (“Purchase Agreement”) with Deutsche Bank AG, London Branch,
and related agreements, as part of a private equity financing to raise
additional funds for working capital. Under the Purchase Agreement, Deutsche Bank AG has
agreed to purchase 2,500,000 shares of WidePoint common stock for a total purchase price
of $2,550,000, or $1.02 per share. For a full
description of the terms of the Purchase Agreement and related agreements, see the Common
Stock Purchase Agreement and Escrow Agreement filed herewith as Exhibits 10.1 and 10.2,
respectively.
Item 3.02 Unregistered
Sales of Equity Securities.
Pursuant
to the Purchase Agreement described in Item 1.01 above, the Company issued 2,500,000 shares of its common stock to
Deutsche Bank AG, London Branch on May 2, 2008. The offer and sale of the shares were not registered under
the Securities Act of 1933, as amended, in reliance on the “private
offering” exemption provided under Section 4(2) thereof.
Item 9.01 Financial
Statements and Exhibits
| |
10.1 |
Common
Stock Purchase Agreement, dated April 29, 2008, between the Company and Deutsche Bank AG,
London Branch. |
| |
10.2 |
Escrow
Agreement, dated April 29, 2008, between the Company, Deutsche Bank AG, London Branch and
Foley & Lardner LLP as Escrow Agent. |
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.
|
WIDEPOINT CORPORATION |
|
/s/ James T. McCubbin |
| Date: May 5, 2008 |
James T. McCubbin |
|
Vice President and Chief Financial Officer |