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)
November
14, 2005
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)
|
(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:
[
]
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
November 14, 2005, the Registrant and I. H. Baker (the “Seller”) executed a
contract for purchase of unimproved property dated as of November 4, 2005 (the
“Purchase Agreement”). Pursuant to the Purchase Agreement, the Registrant agreed
to purchase from the Seller for a purchase price of $2,400,000 certain land
and
all improvements thereon located in the County of Augusta, Virginia described
as
29.63 Acres situate on the east side of Interstate 81 and south side of Virginia
state Route 275 in August County, Virginia, Tax Map #46-84, 46-84C, 46-84D,
46-84E, Deed Book 972, Page 573, and more commonly known as Baker Business
Park
(the “Property”). A refundable deposit of $50,000 (the “Deposit”) was paid on
the Property and settlement is to be made on or before March 20,
2006.
The
Purchase Agreement provides for a ninety-day study period, which began on the
date on which the Purchase Agreement was executed by the Registrant and the
Seller (the “Study Period”). During the Study Period the Registrant may perform
engineering and feasibility studies to determine whether the Registrant’s plan
of development is practical. In the event the Registrant concludes, in its
sole
judgment, that the Registrant’s plan of development is not practical, the
Registrant may terminate the Purchase Agreement and receive a refund of the
Deposit.
In
the
event the Registrant does not terminate the Purchase Agreement during the Study
Period, in consideration for the purchase of the Property, the Registrant agrees
to pay the Seller $2,400,000, of which $900,000 will be paid in cash. The Seller
will hold the Deed of Trust (as defined below), which will comprise the
remainder of the consideration for the purchase of the Property. Preliminary
terms of the Deed of Trust are described in Item 2.03, which discussion is
incorporated herein by reference.
The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Purchase Agreement, a copy of
which is attached hereto as Exhibit 1.01.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
In
connection with the transaction described in Item 1.01, in the event the
Registrant does not terminate the Purchase Agreement during the Study Period,
the Registrant will execute a first deed of trust in favor of the Seller in
the
amount of $1,500,000 (the “Deed of Trust”). According to the Purchase Agreement,
the Deed of Trust will obligate the Registrant to pay the Seller the principal
sum of $1,500,000 with interest at a rate of 7% per annum, payable as follows:
interest only payable quarterly over a five-year term, with the principal
balance of $1,500,000 to be paid in full at the end of the five-year
term.
Item
9.01
Financial
Statements and Exhibits.
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits:
1.01 Contract
for Purchase of Unimproved Property dated as of November 4, 2005, between I.
H.
Baker and Seawright Holdings, Inc.
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
Title: Chief Executive
Oficer |
Dated:
December 16, 2005
EXHIBIT
INDEX
Exhibit
No. Description
1.01 Contract
for Purchase of Unimproved Property dated as of November 4, 2005, between I.
H.
Baker and Seawright Holdings, Inc.
5