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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 23, 1999
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Date of Report (date of earliest event reported)
SEAHAWK DEEP OCEAN TECHNOLOGY, INC.
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Exact name of Registrant as Specified in its Charter
Colorado 0-18239 84-1087879
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State or Other Jurisdiction Commission File IRS Employer
of Incorporation Number Identification Number
5102 South Westshore Boulevard, Tampa, Florida 33611
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Address of Principal Executive Offices, Including Zip Code
(813) 832-4040
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Registrant's Telephone Number, Including Area Code
N/A
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Former Name or Former Address, if Changed Since Last Report
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ITEM 5. OTHER EVENTS.
On March 23, 1999, the Company agreed to sell 36 million of the Company's
Series 2 Preferred Stock to Drexel Aqua Technologies, Inc. ("Drexel"), a
privately-held Delaware corporation, for a consideration of $500,000. In
turn, Drexel has agreed to sell to the Company all of the outstanding stock of
Drexel's subsidiary company Sindia Expedition, Inc. ("SEI"), a New Jersey
corporation, for an issue of common stock. The exact amount of stock to be
issued for SEI will depend on the results of an actuarial valuation of the
"Sindia" shipwreck project.
Under the terms of the purchase agreement, Drexel will pay to Seahawk a
minimum of $50,000 each month for a period of ten months commencing March 23,
1999, and Seahawk will issue the shares to Drexel on a pro-rata basis. Each
share of the Series 2 Preferred Stock will be fully voting and carry rights
for conversion to one fifth of one share of common stock in Seahawk. No
dividend or interest will be payable on the preferred shares.
The purchase agreement also provides that on payment of the first monthly
installment, Drexel will be entitled to appoint two persons to the Company's
Board of Directors, on payment of the second monthly installment Drexel will
be entitled to appoint a third director and on payment of the final
installment, Drexel can appoint a fourth director. As of the filing of this
Form 8-K, Drexel had made the first two payments but had not asked the Company
to appoint any new persons to the Board of Directors.
Prior to the acquisition of SEI, Seahawk will ask its shareholders to approve
an increase in the number of authorized shares of common stock in order to
have shares available to issue to Drexel for the acquisition of SEI. Seahawk
also intends to attempt to raise up to $15 million in either a private or
public offering to fund the recovery of the Sindia. Drexel will be
responsible for providing the additional funding for the preparation and
organization of the offering.
ITEM 7. FINANCIAL STATEMENTS.
(c) EXHIBITS.
Exhibit
Number Description Location
3.1 Articles of Amendment for Series Filed herewith
2 Preferred Stock electronically
10.1 Stock Purchase Agreement between Filed herewith
the Company and Drexel Aqua electronically
Technologies, Inc. dated
March 23, 1999
10.2 Merger Agreement between the Company Filed herewith
and Drexel Aqua Technologies, Inc. electronically
dated March 23, 1999
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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.
SEAHAWK DEEP OCEAN TECHNOLOGY, INC.
Dated: June 1, 1999 By: /s/ John T. Lawrence
John T. Lawrence, President
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ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
SEAHAWK DEEP OCEN TECHNOLOGY, INC.
INCREASING THE NUMBER OF SHARES AND AMENDIND THE TERMS OF
THE SERIES 2 PREFERRED STOCK
Pursuant to the requirements of Section 7-106-102 of the Colorado
Business Corporation Act, the undersigned Corporation submits the following
Articles of Amendment to Articles of Incorporation.
FIRST: The name of the Corporation is Seahawk Deep Ocean Technology,
Inc.
SECOND: The Articles of Incorporation of the Corporation are hereby
amended as follows:
"There was established a series of Preferred Stock of the Corporation
designated "Series 2 Preferred Stock." The number of shares of this series of
Preferred Stock shall be increased by 6,000,000 to 36,000,000 shares. The
powers, designations, preferences and relative, participating, optional or
other special rights of the shares of this series of Convertible Preferred
Stock and the qualifications, limitations and restrictions of such preferences
and rights shall be as follows:
1. Dividend provisions. No dividends will be paid on the Series 2
Preferred Stock.
2. Liquidation Preference.
(a) In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the affairs of the Corporation, the holder of
each share of Series 2 Preferred Stock shall be entitled to receive, out of
the assets of the Corporation available for distribution to its stockholders
after any payment or distribution made on the Corporation's Series 1
Convertible Preferred Stock, before any payment or distribution shall be made
on the Common Stock, an amount per share equal to $0.0134. If the assets and
funds to be distributed among the holders of the Series 2 Preferred Stock
shall be insufficient to permit the payment of the full aforesaid preferential
amount to such holders, then the entire assets and funds of the Corporation
legally available for the distribution shall be distributed among the holders
of the Series 2 Preferred Stock in proportion to the aggregate preferential
amount of all shares of Series 2 Preferred Stock held by them. After payment
has been made to the holders of the Series 2 Preferred Stock, the holders of
the Common Stock shall be entitled to share ratably in the remaining assets on
the basis of the number of shares of Common Stock held by them at the time of
such liquidation.
(b) For purposes of this Section 2, a merger or consolidation of the
Corporation with or into any other corporation or corporations, or the merger
of any other corporation or corporations into the Corporation, or the sale or
any other corporate reorganization, in which shareholders of the Corporation
receive distributions as a result of such consolidation, merger, sale of
assets or reorganization, shall be treated as liquidation, dissolution or
winding up of the Corporation, unless the stockholders of the Corporation hold
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more than fifty percent (50%) of the voting equity securities of the successor
or surviving corporation immediately following such consolidation, merger,
sale of assets or reorganization in which event such consolidation, merger,
sale of assets, or reorganization shall not be treated as a liquidation,
dissolution or winding up.
3. Conversion. The Series 2 Preferred Stock may be converted into
shares of the Corporation's Common Stock on the following terms and
conditions:
(a) Conversion at Election of Holder. Holders of the Series 2
Preferred Stock shall have the right to convert all or a portion of their
shares into shares of Common Stock at any time after February 1, 2000, from
time to time upon notice to the Corporation on the terms and conditions set
forth herein prior to the date fixed for redemption of such shares. Upon the
election of a holder of the Series 2 Preferred Stock to convert shares of such
Preferred Stock, the holder of the shares of Series 2 Preferred Stock which
are converted shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or any authorized transfer agent
for such stock together with a written statement that he elects to convert his
preferred stock to common stock. The Corporation or the transfer agent shall
promptly issue and deliver at such office to such holder of Series 2 Preferred
Stock a certificate or certificates for the number of shares of Common Stock
to which such holder is thereby entitled. The effective date of such
conversion shall be a date not later than 30 days after the date upon which
the holder provides written notice of his election to convert to the
Corporation or transfer agent.
(b) Automatic Conversion. Provided that the Corporation has an
effective registration statement under the Securities Act of 1933, as amended,
covering the shares of Common Stock to be issued upon conversion, if the
average closing bid price (as reported on the OTC Bulletin Board or NASDAQ
Stock Market) of the Corporation's Common Stock equals or exceeds $3.00 per
share during any ten (1) consecutive trading days, all outstanding shares of
Series 2 Preferred Stock may, at the Corporation's election, be automatically
converted into shares of Common Stock. In the event of such automatic
conversion, the Corporation shall notify each holder of Series 2 Preferred
Stock so converted to surrender the certificate or certificates therefor at
the office of the Corporation or any authorized transfer agent for conversion.
The Corporation or the transfer agent shall promptly issue and deliver at such
office to such holder of Series 2 Preferred Stock a certificate or
certificates for the number of shares of Common Stock to which such holder is
thereby entitled. The effective date for such conversion shall be a date not
later than 30 days after the date the certificate or certificates for the
Series 2 Preferred Stock are received for conversion.
(c) Conversion Ratio. Each share of Series 2 Preferred Stock may be
converted into one fifth (1/5) of one fully paid and non-assessable share of
Common Stock (except as adjusted pursuant to paragraph 3(d) below). In the
event that upon conversion of shares of Series 2 Preferred Stock a holder
shall be entitled to a fraction of a share of Common Stock, no fractional
share shall be issued and in lieu thereof the Corporation shall pay to the
holder cash equal to the fair value of such fraction of a share.
(d) Adjustment of Conversion Rate. If the Corporation shall at any
time, or from time to time, after the effective date hereof effect a
subdivision of the outstanding Common Stock and not effect a corresponding
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subdivision of the Series 2 Preferred Stock, or if the Corporation at any time
or from time to time after the effective date hereof shall make or issue, or
fix a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of
Common Stock, then and in each such event the number of shares of Common Stock
issuable upon conversion of the Series 2 Preferred Stock shall be
proportionately increased as of the time of such issuance or, in the event
such a record date shall have bee fixed, as of the close of business of such
record date.
(e) No Impairment. The Corporation will not by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed hereunder by the Corporation, but
will at all times in good faith assist in the carrying out of all of the
provisions of this Section 3 and in the taking of all such action as may be
necessary or appropriate in order to protect the Conversion Rights of the
holders of the Series 2 Preferred Stock against impairment.
(f) Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of Series 2 Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Series 2 Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall
not be sufficient to effect the conversion of all outstanding shares of Series
2 Preferred Stock, the Corporation will take such corporate action as is
necessary to increase its authorized but unissued shares of common Stock to
such number of shares as shall be sufficient for such purpose.
4. Status of Converted or Reacquired Stock. In case any shares of
Series 2 Preferred Stock shall be converted pursuant to Section 3 hereof, the
shares so converted shall cease to be a part of the authorized capital stock
of the Corporation.
5. Voting Rights. Each share of Series 2 Preferred Stock shall entitle
the holder to one (1) vote and with respect to each such vote, a holder of
shares of Series 2 Preferred Stock shall have full voting right and powers
equal to the voting rights and powers of a holder of shares of Common Stock,
share for share, and shall be entitled to notice of any shareholders' meeting
in accordance with the Bylaws of the Corporation, and shall be entitled to
vote with holders of Common Stock together as a single class.
6. Redemption Provisions. To the extent permitted under the Colorado
Business Corporation Act, shares of the Series 2 Preferred Stock are
redeemable as follows.
(a) Redemption at Option of Corporation. At the option of the
Corporation, shares of Series 2 Preferred Stock may be redeemed, in whole or
in part, at any time and from time to time after the date of issuance.
(b) Mandatory Redemption in Full. The Corporation shall redeem all
of the outstanding shares of Series 2 Preferred Stock n February 1, 2007,
provided that no such redemption payment shall be made on any share unless nay
promissory note used in lieu of payment for the share has been satisfied in
full.
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(c) Redemption Price. The redemption price per share under this
Section 6 shall be the greater of (i) $0.0134 per share or (ii) one fifth of
the average of the closing bid and ask prices as reported on the OTC Bulletin
Board or the NASDAQ Stock Market during the ten (10) consecutive trading days
prior to the date fixed for redemption.
(d) Notice of Redemption. Notice to the holders of Series 2
Preferred Stock to be redeemed shall be given not late than 7 days before the
date fixed for redemption. The notice of redemption to each stockholder whose
shares of Series 2 Preferred Stock are to be redeemed shall specify the
number of Series 2 Preferred Stock of such stockholder to be redeemed, the
date fixed for redemption and the redemption price at which shares of Series 2
Preferred Stock are to be redeemed or how such price will be determined, and
shall specify where payment of the redemption price is to be made upon
surrender of such shares, shall state the conversion rate then in effect, and
shall state that accrued dividends to the date fixed for redemption will be
paid as specified in said notice, that from and after said date dividends
thereon will cease to accrue, and that the Conversion Rights of such shares
shall cease and terminate at the close of business on the date fixed for
redemption.
7. Notices. Any notice required to be given to holders of shares of
Series 2 Preferred Stock shall be deemed given upon deposit in the United
States mail, postage prepaid, addressed to such holder or record at his
address appearing on the books of the Corporation, or upon personal delivery
of the aforementioned address.
THIRD: Such Amendment was duly adopted by the Board of Directors of the
Corporation on the 23rd day of March 1999.
IN TESTIMONY WHEREOF, the undersigned Corporation has caused these
Articles of amendment to the Articles of Incorporation to be signed by a duly
authorized officer and duly attested by another such officer, to be hereunto
affixed this 23rd day of March 1999.
SEAHAWK DEEP OCEAN TECHNOLOGY
Attest:
By: /s/ John T. Lawrence /s/ John T. Balch
John T. Lawrence, President John T. Balch, Secretary
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STOCK PURCHASE AGREEMENT BETWEEN
SEAHAWK DEEP OCEAN TECHNOLOGY, INC. AND
DREXEL AQUA TECHNOLOGIES, INC.
DATED MARCH 23 ,1999
WHEREAS, Seahawk Deep Ocean Technology, Inc. 5102 South Westshore Boulevard,
Tampa Fl 33611 (SDOT) is a publicly held Colorado corporation based in
Florida; and
WHEREAS, Drexel Aqua Technologies, Inc. 47, Florida Street Farmingdale, NY
11735 (Drexel) is a privately held, Delaware corporation that owns all the
outstanding share capital of Sindia Expedition, Inc. (SEI), a New Jersey
corporation, and
WHEREAS, SEI is the sole owner of all rights to a shipwreck in Ocean City, New
Jersey, known as the Sindia, and
WHEREAS, in accordance with the terms of a separate agreement of even date
(the Merger Agreement) a copy of which is attached hereto as Exhibit I, SDOT
has agreed to purchase SEI from Drexel, and
WHEREAS, In accordance with certain terms conditions, as hereinafter
specified, Drexel agrees to purchase and SDOT agrees to sell 36,000,000 shares
of SDOT's Series 2 Preferred Stock (the Stock)
NOW, THEREFORE, in consideration of the premises, which shall be deemed an
integral part of this Agreement and not as mere recitals hereto, and in
consideration of the mutual covenants, representations, warranties and
agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto, intending to be legally bound thereby, agree as follows:
1. CROSS AGREEMENT. This Agreement is subject to the execution of the Merger
Agreement by both parties.
2. THE STOCK. The terms and rights attached to the Stock attached hereto as
Exhibit II
3. CONSIDERATION. The consideration for the Stock shall be $500,000 payable
in ten equal monthly installments of $50,000, the first of which shall be on
March 23, 1998 and the others shall be on or before the 23th day of each
subsequent month.
4. APPOINTMENT OF DIRECTORS. On payment of the first installment, Drexel
shall be entitled to appoint two directors to the Board of SDOT.
On payment of the second installment, Drexel shall be entitled to appoint a
third director to the Board of SDOT.
On payment of the final installment, Drexel shall be entitled to appoint a
fourth director to the Board of SDOT.
So long as Drexel are in compliance with this Agreement SDOT shall not appoint
any directors to the Board other than pursuant to this clause 4.
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5. TRANSFER OF TITLE. On payment of each installment, SDOT shall deliver to
Drexel a share certificate in the name of Drexel for 3.6 million shares of
Series 2 Preferred Stock.
6. RESTRICTION ON FURTHER STOCK ISSUES AND OTHER ACTIONS. After the receipt
of the first installment, and so long as the installments have beep paid up to
date, SDOT shall not for 10 months after the date of the first installment:
(i) make any further issues of stock without the written consent of Drexel, or
(ii) take any other action that will conflict with the terms of this
Agreement.
7. THE DREXEL ACCOUNT AND USE OF CONSIDERATION. $25,000 of the first
installment and all of the remaining installments shall be placed by SDOT into
a separate bank account (the Drexel Account). Any payments from the Drexel
Account shall be used only for current payroll, taxes, rent, administrative
expenditures, audit fees, legal fees or the costs of holding a shareholders'
meeting.
Any payments from the Drexel Account shall require one signature from a Drexel
appointed director and one from an existing director.
8. CHOICE OF LAW. The parties agree that this Agreement shall be construed
under the laws of the State of Florida, and any litigation of this Agreement
shall take place in Hillsborough County Florida.
9. BINDING AGREEMENT; NONASSIGNABILITY. Each of the provisions and
agreements herein contained shall be binding upon and inure to the benefit of
the successors and assigns of the respective parties hereto; but none of the
rights or obligations attaching to a party thereunder shall be assignable
other than as specifically set forth herein.
10. ENTIRE AGREEMENT. This Agreement, and the other documents referenced
herein, constitute the entire understanding of the parties hereto with respect
to the subject matter hereof, and no amendment, modification or alteration of
the terms hereof shall be binding unless the same be in writing, dated
subsequent to the date hereof and duly approved and executed by each of the
parties hereto.
11. SEVERABILITY. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is determined to be illegal or
invalid for any reason whatever, such illegality or invalidity shall not
affect the validity of the remainder of this Agreement.
12. HEADINGS. The headings of this Agreement are inserted for convenience
and identification only, and are in no way intended to describe, interpret,
define or limit the scope, extent or intent hereof.
13. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
14. NOTICES. All notices provided for in this Agreement shall be by personal
delivery or registered or certified mail, return receipt requested, cable,
telex, facsimile, or other electronic means to the parties at their respective
addresses set forth above. Except as otherwise specifically provided in this
Agreement, all notices provided for in this agreement shall be effective when
delivered, telegraphed or, if mailed, on the fifth day after posted by
certified or registered mail, postage prepaid, return receipt requested.
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Agreed this 18th day of March 1999.
SDOT
SEAHAWK DEEP OCEAN TECHNOLOGY, INC
/s/ John T. Lawrence
John T Lawrence President
DREXEL
DREXEL AQUA TECHNOLOGIES, INC.
/s/ Dennis Parisi
Dennis Parisi, President
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MERGER AGREEMENT BETWEEN SEAHAWK DEEP OCEAN TECHNOLOGY, INC.
AND DREXEL AQUA TECHNOLOGIES, INC.
DATED MARCH 23, 1999
WHEREAS, Seahawk Deep Ocean Technology, Inc. 5102 South Westshore Boulevard,
Tampa Fl 33611 (SDOT) is a publicly held Colorado corporation based in
Florida; and
WHEREAS, Drexel Aqua Technologies, Inc. 47, Florida Street Farmingdale, NY
11735 (Drexel) is a privately held, Delaware corporation that owns all the
outstanding share capital of Sindia Expedition, Inc. (SEI), a New Jersey
corporation, and
WHEREAS, SEI is the sole owner of all rights to a shipwreck in Ocean City, New
Jersey, known as the Sindia, and
WHEREAS, in accordance with the terms of a separate agreement of even date
(the Stock Purchase Agreement) a copy of which is attached hereto as Exhibit
A, Drexel has agreed to purchase 36,000,000 shares of SDOT's Series 2
Preferred Stock, and
WHEREAS, In accordance with certain terms conditions, as hereinafter
specified, SDOT agrees to purchase and Drexel agrees to sell the entire share
capital of SEI (the Acquisition).
NOW, THEREFORE, in consideration of the premises, which shall be deemed an
integral part of this Agreement and not as mere recitals hereto, and in
consideration of the mutual covenants, representations, warranties and
agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto, intending to be legally bound thereby, agree as follows:
1. CROSS AGREEMENT. This Agreement is subject to the execution of the Stock
Purchase Agreement by both parties.
2. DUE DILIGENCE. This Agreement is subject to appropriate due diligence
being performed by and appropriate warranties being given by both parties.
3. CONSIDERATION. The consideration for SEI shall be that number of shares
of common stock of SDOT which is equal to the net asset value of SEI divided
by the average closing bid price of SDOT common stock for 90 days prior to the
date of purchase.
4. NET ASSET VALUE OF SEI. The parties agree that the minimum estimated net
asset value of SEI is $30million. Prior to the purchase, Drexel shall provide
a valuation of SEI prepared by an independent professional valuer and that
valuation shall be used for the calculation of the consideration for SEI.
5. SHAREHOLDERS MEETING. Prior to the Acquisition SDOT shall hold a
Shareholders Meeting at which the Shareholders will be asked to authorize new
common stock for the Sindia acquisition.
6. BRIDGE FUNDING THE OFFERING. Drexel shall be responsible for providing
the funding for all the preparation and organization of the Offering.
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7. CHOICE OF LAW. The parties agree that this Agreement shall be construed
under the laws of the State of Florida, and any litigation of this Agreement
shall take place in Hillsborough County Florida.
8. BINDING AGREEMENT; NONASSIGNABILITY. Each of the provisions and
agreements herein contained shall be binding upon and inure to the benefit of
the successors and assigns of the respective parties hereto; but none of the
rights or obligations attaching to a party thereunder shall be assign able
other than as specifically set forth herein.
9. ENTIRE AGREEMENT. This Agreement, and the other documents referenced
herein, constitute the entire understanding of the parties hereto with respect
to the subject matter hereof, and no amendment, modification or alteration of
the terms hereof shall be binding unless the same be in writing, dated
subsequent to the date hereof and duly approved and executed by each of the
parties hereto.
10. SEVERABILITY. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is determined to be illegal or
invalid for any reason whatever, such illegality or invalidity shall not
affect the validity of the remainder of this Agreement.
11. HEADINGS. The headings of this Agreement are inserted for convenience
and identification only, and are in no way intended to describe, interpret,
define or limit the scope, extent or intent hereof.
12. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
13. NOTICES. All notices provided for in this Agreement shall be by personal
delivery or registered or certified mail, return receipt requested, cable,
telex, facsimile, or other electronic means to the parties at their respective
addresses set forth above. Except as otherwise specifically provided in this
Agreement, all notices provided for in this agreement shall be effective when
delivered, telegraphed or, if mailed, on the fifth day after posted by
certified or registered mail, postage prepaid, return receipt requested.
Agreed this 18th day of March 1999
SDOT
SEAHAWK DEEP OCEAN TECHNOLOGY, INC.
/s/ John T. Lawrence
John T Lawrence, President
DREXEL
DREXEL AQUA TECHNOLOGIES, INC.
/s/ Dennis Parisi
Dennis Parisi, President
2
