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)
May
1,
2006
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) 340-1269
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
May 1,
2006, the Registrant and National Financial Communications Corp. (the
“Consultant”) executed a consulting agreement dated as of May 1, 2006 (the
“Consulting Agreement”). Pursuant to the Consulting Agreement, the Consultant
will provide to the Registrant public relations, communications, advisory
and
consulting services. The consulting services to be provided include, but
are not
limited to, the development, implementation and maintenance of an ongoing
program to increase the investment community’s awareness of Registrant’s
activities and to stimulate the investment community’s interest in the
Registrant.
The
Registrant will compensate the Consultant for its services as follows. Upon
execution of the Consulting Agreement, the Registrant made a one-time grant
to
the Consultant of options to purchase 75,000 shares of the Registrant’s common
stock at an exercise price of $0.85 per share. These options are immediately
exercisable and expire three years subsequent to the termination of the
Consulting Agreement. The Registrant will also pay the Consultant the sum
of
$2,500 per month payable in cash or free-trading shares. Additionally, the
Registrant will pay the Consultant a transaction fee, equal to 10% of the
dollar
value of any Transaction (described below) between the Registrant and any
other
company, entity, person, group or persons or other party which is introduced
to,
or put in contact with, the Registrant, by Consultant. A “Transaction” is
defined as a merger, sale of stock, sale of assets, consolidation or other
similar transaction or series or combination of transactions whereby the
Registrant or the other party transfer to the other, or both transfer to
a third
entity or person, stock, assets, or any interest in its business in exchange
for
stock, assets, securities, cash or other valuable property or rights, or
wherein
they make a contribution of capital or services to a joint venture, commonly
owned enterprise or business opportunity with the other for purposes of future
business operations and opportunities.
The
Consulting Agreement will terminate on April 30, 2007 provided the Registrant
gives notice of its intent to terminate. If the Registrant does not provide
notice of its intent to terminate during the term of the Consulting Agreement,
the term of the agreement will be automatically extended for an additional
three
months. Either party to the Consulting Agreement has the right to terminate
the
agreement upon 15 days prior written notice after the first 120
days.
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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| Date: June
2, 2006 |
By: |
/s/
Joel
Sens |
| |
Name:
Joel Sens |
| |
Title:
Chief Executive Officer
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