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  8-K -- calypso8k122409.htm - CALYPSO WIRELESS, INC. FORM 8-K DATE OF REPORT DECEMBER 24, 2009
  
      <div><hr style="margin-top: 1px; color: rgb(0, 0, 0);" size="4" noshade="noshade"> </div><br>
  
      <div align="center"><b> UNITED STATES</b></font></div>
      <div align="center"><b> SECURITIES AND EXCHANGE COMMISSION</b></font></div>
      <div align="center">        WASHINGTON, D.C. 20549</font></div><br>
  
      <div align="center"><b> FORM 8-K</b></font></div><br>
  
      <div align="center">        CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF</font></div>
      <div align="center">        THE SECURITIES EXCHANGE ACT OF 1934</b></font></div><br>
  
      <div align="center">        DATE OF REPORT: December 24, 2009</font></div><br>
  
      <div align="center">        COMMISSION FILE NO.: 1-08497</font></div><br>
  
      <div align="center"><b><u>CALYPSO WIRELESS, INC.</u></b></font></div>
      <div align="center">(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)</b></font></div><br>
  
      <div align="center"><table width="70%" cellpadding="0" cellspacing="0">
  
           <td valign="top" width="18%">
                <div style="font-size: 11pt" align="center"><b><u>DELAWARE</b></u></div>
                <div align="center">(STATE OR OTHER         </div>
                <div align="center">JURISDICTION                </div>
                <div align="center">IDENTIFICATION NO.)    </div>
  
            <td valign="top" width="1%"></td>
            <td valign="top" width="18%">
                <div align="center"><b><u>13-5671924</b></u></div>
                <div align="center">(IRS EMPLOYER OF INCORPORATION)</div>
       </table>
  <br>
      <div style="display: block; text-indent: 0pt;"><br></div>
      <div align="center"><b><u>5100 Westheimer, Suite 200, Houston, TX  77056</b></u></div>
      <div align="center">(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)</font></div>
  <br>
      <div align="center"><b><u>(713) 936-3560</b></u></div>
      <div align="center">(ISSUERTELEPHONE NUMBER)</div>
  <br>
      <div align="left">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):</div>
  <br>
      <div><table width="100%" cellpadding="0" cellspacing="0">
            <tr>
              <td valign="top" align="left">[     &nbsp;]</td>
              <td valign="top" width="70%" align="left">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</td>
           </tr>
            <tr>
              <td valign="top" align="left">
                <td valign="top" width="70%" align="left"><font style="display: inline; font-size: 10pt; font-family: times new roman;">&nbsp;</font></td>
            </tr>
            <tr>
              <td valign="top" align="left">[     &nbsp;]</td>
              <td valign="top" width="70%" align="left">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</td>
            </tr>
            <tr>
              <td valign="top" width="2%" align="left"><td>
              <td valign="top" width="70%" align="left"><font style="display: inline; font-size: 10pt; font-family: times new roman;">&nbsp;</font></td>
            </tr>
            <tr>
              <td valign="top" align="left">[     &nbsp;]</td>
              <td valign="top" width="70%" align="left">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</td>
            </tr>
            <tr>
               <td valign="top" width="2%" align="left"><td>
              <td valign="top" width="70%" align="left"><font style="display: inline; font-size: 10pt; font-family: times new roman;">&nbsp;</font></td>
            </tr>
            <tr>
              <td valign="top" align="left">[     &nbsp;]</td>
              <td valign="top" width="70%" align="left">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  </td>
            </tr>
        </table>
      </div>
  <br>
            <hr style="color: black;" size="2" noshade="noshade"><br>
  
  <div align="left"><b>Item 2.04 - TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.</b></div><br>
  
  <div align="left">The company has been notified that Mssrs. Drago Diac and Jimmy Williamson have further encumbered our patents and have "assigned" them to a Reciever for the purpose of auctioning them off to the highest bidder.  The date that the receiver has set for this "auction" is January 15, 2010 and the authority claimed for this sale is the alleged default of Calypso Wireless Inc of the settlement agreement.  The lawyers of Mssrs. Daic and Williamson's have set up a website (calypsopatentsale.com) to advertise this auction.  <br><br>
  
  The Daic parties have been notified of the Company's objections to these continued interferences and improper acts.  However, they have aparently decided to maintain their present course.  As a result, the Company has decided there remains no alternative except to stop the Daic parties through court action and to seek redress for all damages inflicted by them against the company, past, present and future.  The Company has retained Counsel and is preparing to do just that and expects, but cannot guarantee, success in accomplishing this.  If the Company is unsuccessful, the Sale of all or substantially all of the company's assets will occur in this auction.<br><br>
  
   <hr style="color: black;" size="2" noshade="noshade"><br>
  
   <div align="left"><b>ITEM&nbsp;5.02. - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
  DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
  OF CERTAIN OFFICERS.</b></div><br>
  
  On 12/13/09, the Company's Governance Committee demanded that Director Pattin disclose updated information regarding his current affiliations outside the Company or resign within 2 days.  Mr. Pattin acknowledged receipt of this demand yet chose to not respond.  Consequently, on 12/18/2009, the remaining Board met to accept his resignation effective 12/16/09. Additionally, the Board concluded that Mr. Pattin's alleged 5 year "Employment Agreement", previously disclosed in the company's 8K filing on June 29, 2009, was improper and of no effect. <br><br>
  
  The company also noted and recorded at least 25 past actions that could be deemed breaches of fiduciary duty and/or being actions contrary to the Company's Code of Ethics by Mr. Pattin.  The Company will continue to investigate the role of Mr. Pattin in the past management of the Company and may take action to recover damages to the Company resulting therefrom against Mr. Pattin and any others who were involved if warranted.   However, at this time and <u>solely</u> for the purposes of his continued Directorship, these issues are moot because of the deemed resignation.
  <br><br>
  
  <hr style="color: black;" size="2" noshade="noshade"><br>
  
      <div align="center"><b>SIGNATURES</b></div>
  <br><br><br>
      <div align="left">Pursuant to the requirement 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.</font></div>
   <br><br>
         <table width="100%">
            <tr><td> &nbsp;</td><td align="Left"><b><u>Calypso Wireless, Inc.</u></b></td></tr>
            <tr><td> &nbsp;</td></tr>
            <tr><td> &nbsp;</td></tr>
            <tr><td> &nbsp;</td><td><u>/s/ David H. Williams</u></td></tr>
            <tr><td> &nbsp;</td><td>David H. Williams</td></tr>
            <tr><td> &nbsp;</td><td>Director &amp Member of the Audit and Compensation Committees </td></tr>
            <tr><td> &nbsp;</td></tr>
            <tr><td> &nbsp;</td><td>December 24, 2009</td></tr>
            <tr>
        </table>
      </div>
   <br><br><br><br><br>
          <div style="width: 100%; text-align: center;">
            <hr style="color: black;" size="2" noshade="noshade"></div>
  
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metadata_filer: {"company-data": {"conformed-name": "CALYPSO WIRELESS INC", "cik": "0000719729", "assigned-sic": "4813", "irs-number": "135671924", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08497", "film-number": "091260541"}, "business-address": {"street1": "5100 WESTHEIMER", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "713-936-3560"}, "mail-address": {"street1": "5100 WESTHEIMER", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77056"}, "former-company": {"former-conformed-name": "KLEER VU INDUSTRIES INC/DE/", "date-changed": "19920703"}}
text: calypso8k122409.htm
  8-K -- calypso8k122409.htm - CALYPSO WIRELESS, INC. FORM 8-K DATE OF REPORT DECEMBER 24, 2009
  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: December 24, 2009
  COMMISSION FILE NO.: 1-08497
  CALYPSO WIRELESS, INC.
  (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  DELAWARE
  (STATE OR OTHER
  JURISDICTION
  IDENTIFICATION NO.)
  13-5671924
  (IRS EMPLOYER OF INCORPORATION)
  5100 Westheimer, Suite 200, Houston, TX  77056
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  (713) 936-3560
  (ISSUERTELEPHONE NUMBER)
  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 2.04 - TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
  The company has been notified that Mssrs. Drago Diac and Jimmy Williamson have further encumbered our patents and have "assigned" them to a Reciever for the purpose of auctioning them off to the highest bidder.  The date that the receiver has set for this "auction" is January 15, 2010 and the authority claimed for this sale is the alleged default of Calypso Wireless Inc of the settlement agreement.  The lawyers of Mssrs. Daic and Williamson's have set up a website (calypsopatentsale.com) to advertise this auction.
  The Daic parties have been notified of the Company's objections to these continued interferences and improper acts.  However, they have aparently decided to maintain their present course.  As a result, the Company has decided there remains no alternative except to stop the Daic parties through court action and to seek redress for all damages inflicted by them against the company, past, present and future.  The Company has retained Counsel and is preparing to do just that and expects, but cannot guarantee, success in accomplishing this.  If the Company is unsuccessful, the Sale of all or substantially all of the company's assets will occur in this auction.
  ITEM 5.02. - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
  DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
  OF CERTAIN OFFICERS.
  On 12/13/09, the Company's Governance Committee demanded that Director Pattin disclose updated information regarding his current affiliations outside the Company or resign within 2 days.  Mr. Pattin acknowledged receipt of this demand yet chose to not respond.  Consequently, on 12/18/2009, the remaining Board met to accept his resignation effective 12/16/09. Additionally, the Board concluded that Mr. Pattin's alleged 5 year "Employment Agreement", previously disclosed in the company's 8K filing on June 29, 2009, was improper and of no effect.
  The company also noted and recorded at least 25 past actions that could be deemed breaches of fiduciary duty and/or being actions contrary to the Company's Code of Ethics by Mr. Pattin.  The Company will continue to investigate the role of Mr. Pattin in the past management of the Company and may take action to recover damages to the Company resulting therefrom against Mr. Pattin and any others who were involved if warranted.   However, at this time and
  solely
  for the purposes of his continued Directorship, these issues are moot because of the deemed resignation.
  SIGNATURES
  Pursuant to the requirement 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.
  Calypso Wireless, Inc.
  /s/ David H. Williams
  David H. Williams
  Director & Member of the Audit and Compensation Committees
  December 24, 2009