Seawright Holdings, Inc.
_________________________________________________
United
States
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
Date
of
Report (Date of earliest event reported)
May
9,
2007
Seawright
Holdings,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
333-56848
|
54-1965220
|
|
(State
or Other Jurisdiction
Of
Incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
600
Cameron Street
Alexandria,
Virginia
|
|
22134
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (703) 340-1629
None
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c)
Item
1.01 Entry into a Material Definitive Agreement.
On
May 9,
2007 (the “Closing Date”), Seawright Holdings, Inc. (the “Registrant”) finalized
Convertible Note Conversion Agreements with certain holders of 11% Convertible
Promissory Notes due September 1, 2009 (the “Notes”) which were sold as part of
the offering that closed on January 31, 2005. Under the original terms of the
Notes, they were convertible into shares of the Registrant’s common stock at
$0.85 per share. In order to induce the Note holders to convert their Notes,
$888,000 in principal amount of the Notes were modified so that the Notes are
convertible into one share of the Registrant’s common stock for each $0.60 of
principal and unpaid interest.
Item
3.02 Unregistered Sales of Equity Securities.
In
connection with the transaction described in Item 1.01, the Registrant has
agreed to issue 1,619,602 shares of common stock to the Note holders upon the
conversion of the 11% Convertible Promissory Notes due September 1, 2009. The
common stock issued to the Note holders by the Registrant will be issued
pursuant to the exemption from registration available under Section 3(a)(9)
of
the Securities Act of 1933, as amended.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SEAWRIGHT
HOLDINGS, CIN. |
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|
|
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By: |
/s/ Joel
P.
Sens |
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|
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Name:
Joel P. Sens
Title: Chief Executive
Officer
|
Dated:
May 24, 2007