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  8-K -- calypso8k072809.htm - CALYPSO WIRELESS, INC. FORM 8-K DATE OF REPORT JULY 28, 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: July 28, 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>
  
  
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           <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>21 WATERWAY AVE., SUITE 300, THE WOODLANDS, TEXAS, 77380</b></u></div>
      <div align="center">(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)</font></div>
  <br>
      <div align="center"><b><u>(281) 362-2887</b></u></div>
      <div align="center">(ISSUER TELEPHONE 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&nbsp;5.02. &nbsp;&nbsp; DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.</b></font></div><br>
  
   <div align="left">On July 24, 2009, the Board Of Directors Appointed two Independent Directors to the Board of the Company, Mr. Ed Walsh and Ms. Kyle Pierce, to serve until the next election of Directors.  Additionally, the Board "staffed" its Audit and Compensation Committee (ACC) and its Governance and Nominating Committee (GNC) with the three Independent Directors, naming Ed Walsh as the Chair of the ACC and Mr. David Williams the Chair of the GNC.  Ms. Pierce will sit on both Committees and will become the new Secretary of the Company on an Interim basis at <b>NO</b> Special Compensation therefore to ensure her "Independence" as a Director.  <i>(The biographical information of Mr. Ed Walsh and Ms. Kyle Pierce is shown below.)</i><br><br>
  
  The Board also decided to reconsolidate the company's position(s) of President and CEO in accordance with the existing bylaws of the Company rather than change the Bylaws to seperately delineate the rights, Duties and responsibilities of seperate offices of CEO and President.  Article IX, Sections 1 and 7 of the Bylaws currently state:<br><br>
  
  <I>Section 1.     <u>The officers of the corporation shall be chosen by the Board of  Directors and shall be a Chairman of the Board of Directors, a President, a Vice-President,  a  Secretary  and a Treasurer.</u>  The Board of Directors may also choose  additional  vice-presidents  (who may have additional designations as to seniority  or  function),  and  one  or more assistant secretaries and assistant treasurers.  Any  number  of offices may be held, by the same person, unless the Certificate  of  Incorporation  or  these  Bylaws  otherwise  provide.<br><br>
  
  Section  7.     The  President.  <u>The President shall be the chief executive officer of the corporation</u>, shall preside at all meetings of the shareholders, shall  in  the absence of the Chairman of the Board of Directors, preside at all meetings  of the Board of Directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the  Board  of  Directors  are  carried  into  effect.  He shall be empowered to execute bonds, mortgages and other contracts requiring a seal, under the seal of the  corporation,  except  where  required  or  permitted by law to be otherwise signed  and executed and except where the signing and execution thereof shall be expressly  delegated by the Board of Directors to some other officer or agent of the  corporation.<br><br></I>
  
  Thus,  Mr. Cristian Turrini is renamed the CEO <u>AND</u> President of the Company.  The terms delineated in his employment agreement disclosed in the Company's 10Q for the quarter ending 9/30/2006 are unchanged except for the dates.<br><br>
  
  <hr style="color: black;" size="2" noshade="noshade">
  <br><br>
  <i>BIOGRAPHICAL INFORMATION:</I><br><br>
  
  <u><b>Mr. Ed Walsh:</b></u><br><br>
  
  <div align="left">Walsh &amp; Company, CPA, Charles Town, WV  11/1990 - Present- Owner<br>
  Ernst &amp; Young, NY,NY 10/1998 - 11/1990 -Senior Tax Supervisor<br>
  M. R. Weiser &amp; Company, Baltimore, MD 1/1989 - 10/1989 -Tax Supervisor<br>
  Coyne &amp; McClean Chartered, Towson, MD 8/1988 - 12/1989 -Tax Senior<br>
  Rosen &amp; Sapperstein, Baltimore, MD 1/87 - 7/1988 - Tax Senior<br>
  Internal Revenue Service, Washington, DC 10/1982 - 12/1986 - Revenue Agent<br><br>
  
  University of Baltimore<br>
  Master of Science -Taxation - May 1986<br><br><br>
  
  Certified Public Accountant - May 1989<br><br>
  
  US Army, 11th Special Forces 1975-1978, 1980-1982<br><br>
  
  Edward J. Walsh, Jr. is the owner of a small CPA firm in Charles Town, WV.  He has been recognized as an outstanding member by the WV Society of CPAs and has demonstrated outstanding leadership skills in various civic, religious and other community activities over the years.  His firm specializes in serving  local businesses and their owners.  Mr. Walsh is a longtime investor in Calypso Wireless Inc. but has no other affiliations with the Company.<br><br>
  
  <u><b>Ms. Kyle Pierce</b></u><br><br>
  
  Ms. Pierce is the Senior Manager and CFO of the Woori Bank in Los Angeles, Ca. where she manages the investment portfolio and borrowing and selling of funds per the Bank's current related policies and procedures. She also reviews the investment and funding activities and 	submits the banks regulatory reports to the Federal Reserve Bank, the Department of Financial Institutions and the U.S. Department of Commerce.  The Woori Bank is a South Korean owned Bank and Ms. Pierce has thus become familiar with the business practices of many cultures, in particular Korean, Japanese, Taiwanese, Hong Kong &amp; Singaporean Chinese and Indian Cultures.<br><br>
  
  Ms. Pierce obtained her Bachelor of Arts Degree in Diplomacy &amp; World Affairs from Occidental College in Los Angeles, Ca and continues her education in Business Law.  Ms. Pierce is a longtime investor in Calypso Wireless Inc. but has no other affiliations with the Company.  <br><br>
  
  <hr style="color: black;" size="2" noshade="noshade">
  <br><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>July 28, 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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text: calypso8k072809.htm
  8-K -- calypso8k072809.htm - CALYPSO WIRELESS, INC. FORM 8-K DATE OF REPORT JULY 28, 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: July 28, 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)
  21 WATERWAY AVE., SUITE 300, THE WOODLANDS, TEXAS, 77380
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  (281) 362-2887
  (ISSUER TELEPHONE 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 5.02.    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
  On July 24, 2009, the Board Of Directors Appointed two Independent Directors to the Board of the Company, Mr. Ed Walsh and Ms. Kyle Pierce, to serve until the next election of Directors.  Additionally, the Board "staffed" its Audit and Compensation Committee (ACC) and its Governance and Nominating Committee (GNC) with the three Independent Directors, naming Ed Walsh as the Chair of the ACC and Mr. David Williams the Chair of the GNC.  Ms. Pierce will sit on both Committees and will become the new Secretary of the Company on an Interim basis at
  NO
  Special Compensation therefore to ensure her "Independence" as a Director.
  (The biographical information of Mr. Ed Walsh and Ms. Kyle Pierce is shown below.)
  The Board also decided to reconsolidate the company's position(s) of President and CEO in accordance with the existing bylaws of the Company rather than change the Bylaws to seperately delineate the rights, Duties and responsibilities of seperate offices of CEO and President.  Article IX, Sections 1 and 7 of the Bylaws currently state:
  Section 1.
  The officers of the corporation shall be chosen by the Board of  Directors and shall be a Chairman of the Board of Directors, a President, a Vice-President,  a  Secretary  and a Treasurer.
  The Board of Directors may also choose  additional  vice-presidents  (who may have additional designations as to seniority  or  function),  and  one  or more assistant secretaries and assistant treasurers.  Any  number  of offices may be held, by the same person, unless the Certificate  of  Incorporation  or  these  Bylaws  otherwise  provide.
  Section  7.     The  President.
  The President shall be the chief executive officer of the corporation
  , shall preside at all meetings of the shareholders, shall  in  the absence of the Chairman of the Board of Directors, preside at all meetings  of the Board of Directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the  Board  of  Directors  are  carried  into  effect.  He shall be empowered to execute bonds, mortgages and other contracts requiring a seal, under the seal of the  corporation,  except  where  required  or  permitted by law to be otherwise signed  and executed and except where the signing and execution thereof shall be expressly  delegated by the Board of Directors to some other officer or agent of the  corporation.
  Thus,  Mr. Cristian Turrini is renamed the CEO
  AND
  President of the Company.  The terms delineated in his employment agreement disclosed in the Company's 10Q for the quarter ending 9/30/2006 are unchanged except for the dates.
  BIOGRAPHICAL INFORMATION:
  Mr. Ed Walsh:
  Walsh & Company, CPA, Charles Town, WV  11/1990 - Present- Owner
  Ernst & Young, NY,NY 10/1998 - 11/1990 -Senior Tax Supervisor
  M. R. Weiser & Company, Baltimore, MD 1/1989 - 10/1989 -Tax Supervisor
  Coyne & McClean Chartered, Towson, MD 8/1988 - 12/1989 -Tax Senior
  Rosen & Sapperstein, Baltimore, MD 1/87 - 7/1988 - Tax Senior
  Internal Revenue Service, Washington, DC 10/1982 - 12/1986 - Revenue Agent
  University of Baltimore
  Master of Science -Taxation - May 1986
  Certified Public Accountant - May 1989
  US Army, 11th Special Forces 1975-1978, 1980-1982
  Edward J. Walsh, Jr. is the owner of a small CPA firm in Charles Town, WV.  He has been recognized as an outstanding member by the WV Society of CPAs and has demonstrated outstanding leadership skills in various civic, religious and other community activities over the years.  His firm specializes in serving  local businesses and their owners.  Mr. Walsh is a longtime investor in Calypso Wireless Inc. but has no other affiliations with the Company.
  Ms. Kyle Pierce
  Ms. Pierce is the Senior Manager and CFO of the Woori Bank in Los Angeles, Ca. where she manages the investment portfolio and borrowing and selling of funds per the Bank's current related policies and procedures. She also reviews the investment and funding activities and 	submits the banks regulatory reports to the Federal Reserve Bank, the Department of Financial Institutions and the U.S. Department of Commerce.  The Woori Bank is a South Korean owned Bank and Ms. Pierce has thus become familiar with the business practices of many cultures, in particular Korean, Japanese, Taiwanese, Hong Kong & Singaporean Chinese and Indian Cultures.
  Ms. Pierce obtained her Bachelor of Arts Degree in Diplomacy & World Affairs from Occidental College in Los Angeles, Ca and continues her education in Business Law.  Ms. Pierce is a longtime investor in Calypso Wireless Inc. but has no other affiliations with the Company.
  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
  July 28, 2009