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)
September
4, 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:
o Written
communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
The
information set forth in Item 2.03 hereof is incorporated by reference in
response to Item 1.01.
Item
2.03 Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
September 4, 2007 the Registrant executed a Promissory Note, by and between
the
Registrant and Dutchess Private Equities Fund, Ltd. (“Dutchess”).
In
accordance with the Promissory Note, the Registrant promises to pay to Dutchess
by March 4, 2008, the face amount of the Promissory Note of $250,000, plus:
(i)
a monthly interest payment at the rate of 14% per annum, compounded daily,
on
the unpaid face amount of the Promissory Note and (ii) upon the effectiveness
of
a registration statement to be filed with the Securities and Exchange Commission
(the “Effective Date”), monthly payments equal to the greater of (A) an amount
equal to the face amount of the Promissory Note divided by the number of months
remaining from the Effective Date until March 4, 2008, or (B) 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.
The
Promissory Note is secured by a lien on all of the Registrant’s assets pursuant
to a Security Agreement dated June 20, 2007, by and between the Registrant
and
Dutchess. Moreover, Joel P. Sens, the President of the Registrant, has
guaranteed the full and prompt payment by the Registrant, when due, of the
Promissory Note pursuant to a Secured Continuing Unconditional Guaranty between
Joel P. Sens and Dutchess, dated June 20, 2007.
A
copy of
the Promissory Note is attached hereto as Exhibit 10.01.
Item
9.01 Financial
Statements and Exhibits
Exhibit
No. Description
10.1 Promissory
Note with Dutchess Private Equities Fund, Ltd.
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.
| |
|
|
| |
SEAWRIGHT
HOLDINGS, INC. |
|
|
|
| |
By: |
/s/ Joel
P.
Sens |
| |
Name:
Joel P. Sens |
| |
Title:
Chief Executive Officer |
Dated:
September 6, 2007