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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K/A
CURRENT REPORT
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
JULY 13, 2000
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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 Ident-
Of Incorporation Number ification 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
ITEM 5. OTHER EVENTS
Agreement to Acquire Consolidated Holdings Investment and Philanthropic Group,
Inc.
On June 26, 2000, the Registrant signed an agreement with Consolidated Holding
Investment and Philanthropic Group, Inc.,("CHIP"), a privately owned
Pennsylvania corporation, wherein the Registrant agrees to purchase the entire
share capital of CHIP, subject to due diligence being performed and appropriate
warranties being given as part of a final Stock Purchase Agreement.
CHIP has options to acquire a number of assets, including real estate, assets
for charter and manufacturing companies. It is a condition to closing of the
acquisition that due diligence by the Registrant reveals a reasonable value for
the gross assets to be acquired of no less than $20 million. In addition, the
assets shall be projected to produce total gross revenues of a minimum of $18
million in the first year after acquisition, with projected earnings before
interest, tax and depreciation of at least $2.7 million.
Prior to completion of the acquisition the Registrant shall (i) allocate
2,500,000 shares of its preferred stock as Series 5 Preferred Stock, which will
be convertible into common stock, with no adjustment for any stock splits, on a
one for one basis; (ii) obtain agreement from
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creditors representing at least 75% of its outstanding debt to convert their
debt into the Registrant's Series 5 Preferred Stock on a one share for $1 basis;
and (iii)hold a special meeting of its shareholders to approve the acquisition,
approve a 1 for 100 reverse split of the Registrant's no par common stock, and
approve an increase in the Registrant's authorized common stock to 100,000,000
shares. CHIP shall (i) pay to the Registrant $100,000 as an advance on costs of
the acquisition and (ii) warrant that it has good and unencumbered title to the
assets that are the subject of the acquisition.
In consideration for the acquisition the Registrant shall issue to the
shareholders of CHIP such number of shares of its no par common stock as is
equal to 75% of the issued common stock immediately after the acquisition. The
Registrant plans to change its name to Seahawk Consolidated Holdings, Inc.
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: July 13, 2000 SEAHAWK DEEP OCEAN TECHNOLOGY, INC.
By: /s/ John T. Lawrence
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John T. Lawrence, President
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