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)
December
6, 2006
Seawright
Holdings,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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333-56848
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54-1965220
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(State
or Other Jurisdiction
Of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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600
Cameron Street
Alexandria,
Virginia
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22134
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (703) 340-1269
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:
r Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
r Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
r
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
December 8, 2006, the Registrant executed an engagement letter, by and between
Sequence Investment Partners, LLC, a South Carolina limited liability company
(“Sequence”) and the Registrant (the “Engagement Letter”). The Registrant
engaged Sequence on an exclusive basis for a period of one year to render
services to the Registrant as the Registrant’s corporate finance consultant and
investment banker. In consideration for its services, Sequence will receive
fees
of 2% to 5% of the proceeds of certain transactions undertaken by the
Registrant, the fees will be based upon the overall value of the transactions.
A
copy of
the Engagement Letter is attached hereto as Exhibit 10.1.
Item
2.03 Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
December 6, 2006, the Registrant executed a Promissory Note, by and between
the
Registrant and Dutchess Private Equities Fund, L.P. (“Dutchess”).
In
accordance with the Promissory Note, the Registrant promises to pay: (i) 100%
of
the amount of money realized upon each sale of the Registrant’s stock sold to
Dutchess by the Registrant pursuant to an Investment Agreement, by and between
the Registrant and Dutchess, dated September 12, 2005, or (ii) monthly
installments of $65,000. The Registrant will pay Dutchess a total amount of
$780,000 by December 6, 2007.
The
Promissory
Note
is
secured by a lien on the Registrant’s goods, inventory, general intangibles, and
all associated documents and chattel paper. Moreover, Joel Sens,
the
President of the Registrant,
has
provided
Dutchess
with a first priority security interest in certain of Mr. Sens’ personal
property.
A
copy of
the Promissory Note is attached hereto as Exhibit 10.2. Also attached hereto
as
Exhibit 10.3 is a copy
of
the
Security Agreement by and among the Registrant and Dutchess
dated
December 6, 2006.
Item
9.01 Financial
Statements and Exhibits
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Exhibit
No.
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Description
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10.1
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Sequence
Investment Partners, LLC Engagement
Letter
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10.2
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Promissory
Note with Dutchess
Private Equities Fund, L.P.
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10.3
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Security
Agreement with Dutchess Private Equities Fund,
L.P.
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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, INC. |
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By: |
/s/ Joel
P.
Sens |
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Name:
Joel P. Sens |
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Title:
Chief Executive Officer |
Dated:
December 11, 2006