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UNITED STATES 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
June 6, 2000
Date of Report (Date of Earliest Event Reported)
SEAHAWK DEEP OCEAN TECHNOLOGY, INC.
Exact Name Of Registrant as Specified in its Charter
COLORADO 0-18239 84-1087879
State or Other Jurisdiction Commission File IRS Employer Ident-
Of Incorporation Number ification Number
5102 SOUTH WESTSHORE BOULEVARD, TAMPA, FLORIDA 33611
Address of Principal Executive Offices, Including Zip Code
(813) 832-4040
Registrant's Telephone Number, Including Area Code
N/A
Former Name or Former Address, if Changed Since Last Report
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ITEM 5. OTHER EVENTS
Demand for Indemnity from former directors
In March, 1998, the Registrant received a demand for indemnity from Greg
Stemm, John Morris and Dan Bagley, all former directors and officers of
the Registrant, for payment of the sum of expenses they incurred in
defending an action brought against them by the Securities and Exchange
Commission. The indemnification claim was made under Colorado corporate
law. The purported legal fees and costs incurred in the defense of the
former directors and officers was approximately $700,000 plus a claim
for consequential damages of approximately $425,000. The Registrant
resisted the claim and in December, 1998, the former directors and
officers filed a lawsuit pursuant to their claim.
In January, 1999, the Registrant filed in the state court a Motion to
Dismiss Complaint, a Motion for More Definite Statement and Motion to
Strike. At the same time the Registrant filed a Motion for Preliminary
and Permanent Injunction in the federal court. On June 23, 1999, the
federal court denied the Registrant's Motion for Preliminary and
Permanent Injunction. The Registrant filed a Motion for Reconsideration
in the federal court but that was also denied.
On July 19, 1999, the state court dismissed the complaint against the
Registrant, without prejudice, for failure to state cause of action. On
July 20, 1999, an amended complaint was served. On November 9, 1999 the
plaintiffs filed for partial summary judgment and the Registrant filed
for summary judgment.
In January 2000 the Registrant sued Odyssey Marine Exploration, Inc. for
unpaid invoices totaling $37,700 relating to ship-borne search and
survey services provided by the Registrant during 1999. Morris and Stemm
are both Directors and Officers of Odyssey.
On March 3, 2000, the court granted final judgment in favor of Bagley in
the sum of $179,429 with interest at the statutory rate, reserving
jurisdiction to determine entitlement to pre-judgment interest and
attorneys' fees.
As at the beginning of March 2000 the Registrant was unable to pay any
of the fees due to its attorneys, de la Parte & Gilbert and agreed to
secure all of the debt with the Registrant's present and future accounts
and tangible and intangible personal property. On March 24, 2000, de la
Parte & Gilbert filed a Form UCC-I to this effect.
In April 2000, Bagley garnished the Registrants bank account in the
amount of the judgement in his favor.
On May 4, 2000 the court denied the Registrant's motion for summary
judgment in respect of Morris and Stemm, stating that it needed to hear
more facts. The matter was set for trial on June 12, 2000.
On May 31, 2000 the Registrants agreed to a full and final settlement
with Odyssey, Morris, Stemm and Bagley of all past present and future
claims between the parties. The Registrants' Directors considered this
settlement to be essential to avoid the cost of further litigation and
avoid the imminent threat of a winding-up petition from Bagley and other
creditors. Under the terms of the Settlement Agreement Bagley accepts
$37,000 in cash, to be paid by Odyssey; the Registrants dossier for the
project known as the Golden Eagle; and a secured note in the amount of
$143,000 for a period of three years. Morris and Stemm accept an
aggregate of $500,000 payable in series 5 preferred shares of the
Registrants' stock; all parties release and forever discharge each other
from any and all claims, demands damages and costs relating to the
litigation between the Registrants and Odyssey, Morris, Stemm and
Bagley.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has caused this Report to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated: April 26, 2000 SEAHAWK DEEP OCEAN TECHNOLOGY, INC.
By:/s/ John T. Lawrence
John T. Lawrence, President
