-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QfQTx28XwIaoV8QRoXHPPJbkoD6+W1RW2bnUIL1OEZFyZPo9fz1ecIZHB3nX2Q5Y Fnd1Dar8nrcza5FF6bvQGw== 0001019687-10-002308.txt : 20100616 0001019687-10-002308.hdr.sgml : 20100616 20100616083545 ACCESSION NUMBER: 0001019687-10-002308 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100615 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20100616 DATE AS OF CHANGE: 20100616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Deep Down, Inc. CENTRAL INDEX KEY: 0001110607 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 752263732 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30351 FILM NUMBER: 10899513 BUSINESS ADDRESS: STREET 1: 15473 EAST FREEWAY CITY: CHANNELVIEW STATE: TX ZIP: 77530 BUSINESS PHONE: 281-862-2201 MAIL ADDRESS: STREET 1: 15473 EAST FREEWAY CITY: CHANNELVIEW STATE: TX ZIP: 77530 FORMER COMPANY: FORMER CONFORMED NAME: MediQuip Holdings, INC DATE OF NAME CHANGE: 20060501 FORMER COMPANY: FORMER CONFORMED NAME: TRUE HEALTH INC DATE OF NAME CHANGE: 20000329 8-K 1 deepdown_8k-061610.htm CURRENT REPORT ON FORM 8-K deepdown_8k-061610.htm
 
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 15, 2010
 
 
DEEP DOWN, INC.
(Exact name of registrant as specified in its charter)
 
 
Nevada
  
0-30351
  
75-2263732
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(I.R.S. Employer
Identification No.)
 
8827 W. Sam Houston Pkwy N. Suite 100, Houston, TX  77040
(Address of principal executive offices) (Zip Code)
 
(281) 517-5000
Registrant’s telephone number, including area code
 
 

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))
 
 

 

 
 
 
 

SECTION 7 – Regulation FD
 
 
ITEM 7.01 – Regulation FD Disclosure.
 
On May 3, 2010, Deep Down, Inc., a Nevada corporation (“Deep Down”), announced the execution of a Stock Purchase Agreement, effective as of May 3, 2010 (the “Purchase Agreement”), by and among Deep Down, Cuming Corporation, a Massachusetts corporation (“Cuming”), and the stockholders of Cuming (the “Selling Stockholders”), pursuant to which Deep Down has agreed to purchase all of the issued and outstanding shares of Cuming’s common stock (the “Acquisition”) for a purchase price of $47 million (less an amount of certain liabilities to be assumed and further subject to a purchase price adjustment for working capital).  Deep Down currently intends to raise capital through the sale of its debt or equity securities in one or more private placement t ransactions in order to fund almost the entirety of the purchase price of the Acquisition.
 
This information is not being used for the purpose of conditioning the market in the United States for any securities of Deep Down to be offered in the private placements mentioned above, and the securities to be offered in such private placements will not be or have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under such Act or an applicable exemption from such registration requirements.
 
 
 
 


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date: June 15, 2010
 
DEEP DOWN, INC.
   
By :
  
/s/ Ronald E. Smith
   
Ronald E. Smith
President and Chief Executive Officer
 

 
 
 
 
 
 
 
 
 
 
 
 
 
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