ACCESSION NUMBER: 0000948830-00-000002
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 19991216
ITEM INFORMATION:
FILED AS OF DATE: 20000103
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SEAHAWK DEEP OCEAN TECHNOLOGY INC
CENTRAL INDEX KEY: 0000833020
STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400]
IRS NUMBER: 841087879
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT:
SEC FILE NUMBER: 000-18239
FILM NUMBER: 500306
BUSINESS ADDRESS:
STREET 1: 5102 S WESTSHORE BLVD
CITY: TAMPA
STATE: FL
ZIP: 33611
BUSINESS PHONE: 8138324040
MAIL ADDRESS:
STREET 1: 5102 SOUTH WESTSHORE BOULEVARD
CITY: TAMPA
STATE: FL
ZIP: 33611
FORMER COMPANY:
FORMER CONFORMED NAME: FOX RIDGE CAPITAL INC
DATE OF NAME CHANGE: 19890924
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<TEXT>
<PAGE>
U.S. 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
December 16, 1999
------------------------------------------------
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
<PAGE>
ITEM 5. OTHER EVENTS
On March 23, 1999 the Registrant agreed to sell 36 million of the
company's series 2 preferred shares to Drexel Aqua Technologies, Inc.,
(Drexel) a privately held Delaware corporation, for a consideration of
$500,000. Under the terms of the purchase agreement, Drexel agreed to pay to
Seahawk a minimum of $50,000 each month for a period of ten months with
Seahawk issuing the shares to Drexel on a pro-rata basis. The agreement also
provided for Drexel to appoint two directors to the board of Seahawk on
payment of the first installment; a third director on payment of the second
installment; and a fourth director on payment of the final installment.
On June 8,1999 Drexel nominated and Seahawk appointed Mr. Dennis Parisi,
President and CEO of Drexel to their board of directors.
On June 23, 1999 and the subsequent due dates, Drexel failed to pay the
minimum installments of $50,000.
On August 26, 1999 Seahawk issued a final notice to Drexel demanding full
payment of the arrears on or before September 3, 1999.
On October 8, 1999 the board of directors of Seahawk met with
representatives of Drexel and agreed to extend the due date for the payment of
arrears to October 22,1999. On October 14, 1999 and November 9, 1999 Drexel
made payments to Seahawk of $15,000 and $5,000 respectively.
On December 14, 1999 Drexel made a further payment of $10,000 and agreed
to make a payment of $20,000 on or before January 15, 2000 in return for an
extension of time to complete the purchase of series 2 preferred shares in
Seahawk to February 10, 1999. At that date the balance due from Drexel to
Seahawk will be $247,726. Drexel shall continue to receive series 2 preferred
shares on a pro-rata basis for the money paid to date.
On February 22, 1999 Seahawk agreed with (Remarc International, Inc., a
wholly owned subsidiary of) Odyssey Marine Exploration, Inc. (Odyssey) to
provide certain management services to Pesqamar Pesquisas Arqueologicas
Maritimas S.A. (Pesqamar). Seahawk then negotiated the termination of the
consortium of Conpas and the issue of a permit in Pesqamar's favor to search
for shipwreck off the coast of Brazil. Seahawk is a joint venture partner with
Odyssey in Pesqamar. Pesqamar was a member of the consortium of Conpas. Under
the terms of the joint venture agreement, Odyssey is responsible for the
payment of fees and expenses on behalf of Pesqamar.
On March 29, 1999 Seahawk invoiced Odyssey in the amount of 45,404.86 for
the management services. Odyssey immediately paid $304,86 and agreed to pay
the remainder at the time a search permit was issued.
On April 17, 1999 the termination of Conpas was agreed and on July 19,
1999 a new search permit was issued to Pesqamar. Seahawk has made repeated
demands of Odyssey for the outstanding $5,100 but Odyssey has failed to make
further payments to Seahawk.
2
<PAGE>
On June 16, 1999 Seahawk entered into an agreement with Odyssey to
provide its vessel, R/V Seahawk and certain marine survey services in the
Mediterranean Sea with payments to be made weekly in advance. On July 21, 1999
Odyssey failed to make the weekly payment as provided for in the agreement. On
July 23, 1999 Seahawk agreed to continue providing the services in order that
Odyssey could complete its program of operations with payment to be made on
completion. On July 27, 1999 the work was completed. On July 28, 1999 Seahawk
agreed to a discount of $5,700 for immediate payment and invoiced Odyssey in
the amount of $32,600. Seahawk has made repeated demands to Odyssey for the
$32,600 but Odyssey has failed to make payment to Seahawk.
As a consequence of the non-payment by Odyssey, Seahawk has been unable
to meet certain debts it incurred in the execution of the marine operations in
the Mediterranean and was unable to pay the renewal charges for a first
preferred ships mortgage to First Capital Services, Inc., the vessel's
mortgagee.
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, totaling $37,378.70.
On December 2, 1999 First Capital Services, Inc. submitted a demand to
Seahawk for the repayment of a Promissory Note secured by the first preferred
ships mortgage in the amount of $164,476.27.
On December 13, 1999 the Supreme Court of Gibraltar ordered that the R/V
Seahawk be appraised for sale on December 22, 1999.
On December 15, 1999 John P. Balch submitted his resignation to the Board
of Directors of Seahawk from the executive posts of Company Secretary and
Chief Operating Officer, effective December 31, 1999. Mr. Balch will remain a
director of Seahawk. John T. Lawrence will assume the position of Company
Secretary.
The Board of Directors will proceed with the sale of series 2 preferred
shares to Drexel subject to Seahawk receiving the $20,000 on January 15, 1999.
In the event Drexel is unable to make this payment by the due date, the Board
of Directors will attempt to raise new finance for Seahawk by issuance of its
preferred stock to a new investor. However, there can be no assurance that a
suitable investor will be forthcoming, and since the Registrant is currently
out of funds, its future will be uncertain if Drexel does not complete its
contracted purchase of the preferred stock.
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: December 16, 1999 SEAHAWK DEEP OCEAN TECHNOLOGY, INC.
By:/s/ John T. Lawrence
John T. Lawrence, President |
