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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
APRIL 21, 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
MORTGAGE ON THE R/V SEAHAWK
In February 1999, the Registrant organized a wholly owned subsidiary, RV
Seahawk, Inc., a Florida corporation, and transferred the vessel R/V Seahawk
into the new subsidiary. At the same time RV Seahawk, Inc. borrowed $154,000
from First Capital Services Inc. The term of the loan was six months, it was
secured by a first preferred ships mortgage on the R/V Seahawk and carried an
interest rate of 15.88%. RV Seahawk, Inc. paid the 6 months interest of
$12,230 in advance together with a commitment fee of $12,500 and as an
incentive to agree to the loan Mr. John Lawrence gave 100,000 of his free
trading shares of the Registrant's common stock to First Capital. The
Registrant guaranteed the loan. The Note provided for the loan to be renewed
on payment of 6 months interest in advance, a further commitment fee of $1,500
and a further transfer to First Capital of 100,000 free trading common shares
in the Registrant. The loan was not repaid or renewed, and on December 2,
1999, First Capital submitted a demand to the Registrant and RV Seahawk, Inc.
for $164,476.
ARREST AND SALE OF THE R/V SEAHAWK
On December 1, 1999, certain crew members of the R/V Seahawk filed for
the arrest of the vessel with the Supreme Court of Gibraltar against debts for
past due wages in the sum of $37,378. In January 2000, the Court sold the
vessel for $207,000 at public auction to First Capital Services, Inc. From the
proceeds of the sale, the Court paid the crew members and the balance of the
net proceeds will be applied to the principal and accrued interest due First
Capital under its first preferred ships mortgage. As a result of the sale the
Registrant suffered a loss on disposal of equipment of $200,392
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 Registrant
received itemization of the purported legal fees and costs incurred in the
defense of the former directors and officers in the amount of approximately
$700,000. In addition the former directors and officers claim that they are
due consequential damages for lost wages 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.
The Registrant's directors have investigated the merits of the claim
including the fact that the Registrant formerly agreed with the Securities and
Exchange Commission that it would not pay the legal expenses of the former
officers and directors in their defense of the action in question. The
Registrant is of the opinion that the agreement with the Securities and
Exchange Commission takes priority over state law and 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.
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Meanwhile, the case in state court continues. 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. On March 3, 2000, the court
granted final summary judgment in favor of Mr. Bagley's claim in the sum of
$179,429 with interest at the statutory rate, reserving jurisdiction to
determine entitlement to pre-judgment interest and attorneys' fees. The court
will hear the Registrant's case for summary judgment in respect of Morris and
Stemm on May 4, 2000.
REGISTRANT'S SHARES NO LONGER QUOTED ON THE OTC BULLETIN BOARD
As a result of insufficient cash the registrant has been unable to afford
the fees necessary to conduct an audit of its 1998 and 1999 financial reports
and consequently could not file Forms 10KSB for 1998 and 1999. On April 5,
2000, pursuant to OTCBB eligibility rules, which required the registrant to be
current with its filings by that date, the registrant's common stock ceased to
be quoted on the OTCBB.
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
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