_________________________________________________
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 27, 2005
Seawright Holdings, Inc.
------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-56848 54-1965220
(State or Other Jurisdiction (Commission (I.R.S. Employer
Of Incorporation) File Number) Identification No.)
600 Cameron Street
Alexandria, Virginia 22134
(Address of Principal Executive (Zip Code)
Offices)
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.
Seawright Holdings, Inc., a Delaware corporation ("Seawright") and
QuiBell Partners, L.L.C., a Virginia limited liability company ("QuiBell"),
entered into an Asset Purchase Agreement (the "Purchase Agreement") dated as of
June 27, 2005 (the "Effective Date"), pursuant to which Seawright acquired from
QuiBell certain rights and assets (collectively, the "Assets"), including, but
not limited to, certain trademarks, service marks, trade names, service names
and logos (the "Trademarks"), glass bottle designs, formulas for flavored
sparkling water and for teas (the "Acquisition"). The Acquisition closed on June
27, 2005 (the "Closing Date"). In consideration for the Acquisition of the
Assets, Seawright paid QuiBell $10,000 on the Closing Date and, on a monthly
basis, is obligated to pay QuiBell a royalty of $0.02 per case for the first
4,000,000 cases of bottled water or tea sold under the Trademarks. Pursuant to
the terms of the Purchase Agreement, Seawright is obligated to pay QuiBell at
least $50,000 in such royalties within five years of the Effective Date
regardless of the number of cases actually sold. Seawright has granted QuiBell a
first priority security interest in the Assets for as long as any such royalties
remain outstanding. The Purchase Agreement also includes other terms and
provisions of the type customary in agreements of this sort, including
representations and warranties, confidentiality obligations and indemnification
obligations.
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 included herein as Exhibit 2.01.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
The information provided under Item 1.01 above with respect to the
Acquisition is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
2.01 Asset Purchase Agreement dated as of June 27, 2005,
by and between Seawright Holdings, Inc. and QuiBell
Partners, L.L.C.
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 30, 2005
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.01 Asset Purchase Agreement dated as of June 27, 2005, by and
between Seawright Holdings, Inc. and QuiBell Partners, L.L.C.