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) September
17, 2007
____________________________________________________
(formerly
Mediquip Holdings, Inc.)
(Exact
name of registrant as specified in its charter)
|
Nevada
|
75-2263732
|
|
(formerly
Delaware)
|
(IRS
Employer Identification Number)
|
|
(State
or other jurisdiction of incorporation or organization)
|
|
15473
East Freeway
Channelview,
Texas 77530
(Address
of principal executive offices)
Ronald
E. Smith, President
Deep
Down, Inc.
15473
East Freeway
Channelview,
Texas 77530
(Name
and
address of agent for service)
(281)
862-2201
(Telephone
number, including area code of agent for service)
1
ITEM
3.02 - Unregistered Sales of Equity Securities.
On
September 17, 2007 Deep Down, Inc. announced that it has exchanged 2,250
shares
($2,250,000 aggregate face value) of Series E Redeemable Exchangeable Preferred
Stock (“Preferred Stock”) from Ron E. Smith, President and CEO of Deep Down, and
Mary L. Budrunas, director of Deep Down, for 2,250,000 shares of common
stock.
The
Preferred Stock had a face value and liquidation preference of $1,000 per
share,
no dividend preference, and was exchangeable at the holder’s option after June
30, 2007, into 6% subordinated notes due three years from the date of
exchange.
Item
9.01. Financial Statements and Exhibits
Exhibit
A Press
Release dated September 17, 2007
SIGNATURE
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 hereunto
duly authorized.
DEEP
DOWN, INC.
By:
/s/ Ronald Smith
Ronald
Smith, President
Date:
September 17, 2007
2
EXHIBIT
A
PRESS
RELEASE
NEWS
RELEASE
|
September
17, 2007
|
OTC
BB: DPDW
|
DEEP
DOWN REDUCES INDEBTEDNESS BY $2,250,000
HOUSTON,
TX – September 17, 2007 – Deep Down, Inc. (OTCBB: DPDW) today announced that it
has exchanged 2,250 shares ($2,250,000 aggregate face value) of Series E
Redeemable Exchangeable Preferred Stock (“Preferred Stock”) from Ronald E.
Smith, President and CEO of Deep Down, and Mary L. Budrunas, director of
Deep
Down, for 2,250,000 shares of common stock.
The
Preferred Stock had a face value and liquidation preference of $1,000 per
share,
no dividend preference, and was exchangeable at the holder’s option after June
30, 2007, into 6% subordinated notes due three years from the date of
exchange.
“With
this Preferred Stock transaction, we have reduced indebtedness by another
$2,250,000, thereby continuing our efforts to strengthen Deep Down’s balance
sheet. In addition, the Company has eliminated future non-cash
interest charges associated with these shares of Preferred Stock. The
value of the common stock received by Mr. Smith and Ms. Budrunas, based on
the
closing price on September 13, 2007, the date of agreement, was
$1,473,750. Mr. Smith and Ms. Budrunas are signaling their confidence
in the future of Deep Down by effectively accepting shares of common stock
as if
it were priced at $1.00 per share,” commented Robert E. Chamberlain, Jr., Deep
Down’s chairman.
About
Deep Down, Inc.
Deep
Down
specializes in the provision of innovative solutions, installation management,
engineering services, support services, custom fabrication, and storage
management services for the offshore subsea control, umbilical, and pipeline
industries. The company fabricates component parts of subsea distribution
systems and assemblies that specialize in the development of subsea fields
and
tie backs. These items include umbilicals, flow lines, distribution systems,
pipeline terminations, controls, winches, and launch and retrieval systems,
among others. Deep Down provides these services from the initial field
conception phase, through manufacturing, site integration testing, installation,
topside connections, and the final commissioning of a project. The
Company’s ElectroWave subsidiary offers products and services in the fields of
electronic monitoring and control systems for the energy, military, and
commercial business sectors. ElectroWave designs, manufactures, installs,
and
commissions integrated PLC and SCADA based instrumentation and control systems,
including ballast control and monitoring, drilling instrumentation, vessel
management systems, marine advisory systems, machinery plant control and
monitoring systems, and closed circuit television systems.
The
Company’s strategy is to consolidate service providers to the offshore industry,
as well as designers and manufacturers of subsea, surface, and offshore rig
equipment used by major, independent, and foreign national oil and gas companies
in deep-water exploration and production of oil and gas throughout the
world. Deep Down’s customers include BP Petroleum, Royal Dutch Shell,
Exxon Mobil Corporation, Devon Energy Corporation, Chevron Corporation, Anadarko
Petroleum Corporation, Marathon Oil Corporation, Kerr-McGee Corporation,
Nexen
Inc., BHP, Amerada Hess, Helix, Oceaneering International, Inc., Subsea 7,
Inc.,
Transocean Offshore, Diamond Offshore, Marinette Marine Corporation, Acergy,
Veolia Environmental Services, Noble Energy Inc., Aker Kvaerner, Cameron,
Oil
States, Dril-Quip, Inc., Nexans, Cabett, JDR, and Duco, among
others. For further company information, please visit
www.deepdowninc.com and www.electrowaveusa.com
One
of our most important responsibilities is to communicate with shareholders
in an
open and direct manner. Comments are based on current management
expectations, and are considered "forward-looking statements," generally
preceded by words such as "plans," "expects," "believes," "anticipates,"
or
"intends." We cannot promise future returns. Our
statements reflect our best judgment at the time they are issued, and we
disclaim any obligation to update or alter forward-looking statements as
the
result of new information or future events. Deep Down urges investors
to review the risks and uncertainties contained within its filings with the
Securities and Exchange Commission.
For
Further Information
Steven
Haag, Investor Relations
ir@deepdowninc.com
281-862-2201
(O)
281-862-2522
(F)
www.deepdowninc.com
2