(Telephone
number, including area code of agent for service)
ITEM
3.02 - Unregistered
Sales of Equity Securities.
On
March20, 2007, Deep Down, Inc. (the "Company") completed the sale of 10,000,000
shares of common stock in a private placement for $1,000,000. This private
placement was initiated prior to the closing of the Agreement and Plan of
Reorganization between the Company and Deep Down (Delaware). Pursuant to the
terms thereof, 10,000,000 shares of common stock were reserved to complete
this
private placement. The shares are restricted as defined in Rule 144 of the
Securities Act of 1933 and contain a restrictive legend, which restricts the
ability of the holders to sell these shares for a period of no less than one
year. Funds will be used to redeem certain outstanding exchangeable preferred
stock and for working capital.
The
Company finalized the terms of an agreement with Daniel L. Ritz, Jr.
(shareholder and director), who agreed to surrender 25,000,000 shares of common
stock; 1,500 shares of Series F convertible preferred stock and 500 shares
of
Series G exchangeable preferred stock to the Company for cancellation. For
these
actions, Mr. Ritz will receive 1,250 shares of Series E exchangeable preferred
stock and $250,000 cash. In addition, Mr. Ritz will keep 500 shares of Series
E
exchangeable preferred stock he currently owns and agreed to tender his
resignation from the Board. As a result of this exchange, Mr. Ritz will own
1,750 shares of Series E exchangeable preferred stock.
The
Company agreed to issue 2,000 shares of Series E exchangeable preferred stock
to
John C. Siedhoff (shareholder, Chief Financial Officer, and director) for the
surrender of his ownership of 1,500 shares of Series F convertible preferred
stock and 500 shares of Series G exchangeable preferred stock, which will be
returned to the transfer agent for cancellation.
The
offers and sales of the securities in the private placement are exempt from
the
registration requirements of the Securities Act of 1933 (the “Act”) pursuant to
Rule 506 and Section 4(2) of the Act. In connection with the offers and sales,
we did not conduct any general solicitation or advertising, and we complied
with
the requirements of Regulation D relating to the restrictions on the
transferability of the shares issued.
ITEM
5.02 - Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
On
March20, 2007, the Company accepted the resignation of Daniel L. Ritz, Jr. from
the
Board of Directors.
SIGNATURE
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.
