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)
June
20,
2007
(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
(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.
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
June
20, 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 December 20, 2007, the face amount of the Promissory Note of $200,000, plus:
(i) a monthly interest payment at the rate of 12% per annum, 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) $200,000 divided by the number of months remaining from the
Effective Date until December 20, 2007, 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.
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 and
in
accordance therewith Mr. Sens has provided Dutchess with a security interest
in
certain of Mr. Sens’ personal property.
A
copy of
the Promissory Note is attached hereto as Exhibit 10.01. Also attached hereto
as
Exhibit 10.02 is a copy of the Security Agreement by and among the Registrant,
Joel Patrick Sens and Dutchess dated June 20, 2007.
Item
9.01 Financial Statements and Exhibits
Exhibit
No. Description
10.1 Promissory
Note with Dutchess Private Equities Fund, Ltd.
10.2 Security
Agreement 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:
June 21, 2007