U.S. 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): October 8, 2003
Seawright Holdings, Inc.
(Exact name of registrant as specified in its charter)
Former Name: Pre-Settlement Funding Corporation
Delaware
(State or jurisdiction of incorporation or organization)
333-56848
(Commission File Number)
54-1965220
(I.R.S. Employer Identification Number)
600 Cameron Street, Alexandria Virginia 22134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (703) 340-1629
Pre-Settlement Funding Corporation
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Registrant has agreed to acquire through separate
agreements, a certain parcel of real property located in Mt. Sidney,
Virginia. Such real property is described as approximately 140.41
acres, with legal parcel descriptions of #26.94, #26.94A, #27-2, #27-
2B and #27-8A. The address of the real property is 40 Seawright
Road, Mt. Sidney, Virginia 24467, between Routes 616 and 804, located
in the county of Augusta. Further, the acquisition of the real
property listed herein shall also consist of any and all improvements
located thereon, as well as all right and title to any easements,
covenants, and other rights appurtenant, including, but not limited
to, all water, condensate, distillate and all products refined
therefrom, hereinafter collectively referred to as the "Real Property".
The Real Property was originally purchased pursuant to a
Purchase and Sale Agreement between Baker Seawright Corporation as
the "Seller" and Stafford Street Capital, LLC as the "Buyer". The
original terms of the Purchase and Sale provided that the Buyer would
purchase the Real Property for One Million Dollars, with the Buyer
paying to the Seller a deposit of Five Thousand Dollars, an initial
amount of Five Hundred and Ninety-Five Thousand Dollars ($595,000)
and promissory note in an amount equal to Four Hundred Thousand
Dollars ($400,000), with One Hundred and Sixty-Two Thousand, Five
Hundred Dollars ($162,500) due on September 2, 2005, the same amount
due on September 2, 2007 and the remainder due on September 2, 2009.
Subsequently thereto, the Seller and the Buyer agreed to an
amendment to the Purchase and Sale Agreement, hereinafter the
"Amendment". The Amendment provided that the Buyer sought to assign
its contractual rights under the Purchase and Sale Agreement to
Seawright Springs, LLC. Under such terms and conditions contained
therein, the Amendment provided that Joel P. Sens had to personally
guarantee the payment by Seawright Springs, LLC by a promissory note
and credit line deed of trust. Further, the payments terms were to
be amended to include a down payment of Three Hundred Thousand
Dollars ($300,000), as well as payments under the promissory note of
One Hundred Thousand Dollars ($100,000) within six months from
October 9, 2003, payment of Two Hundred Thousand Dollars ($200,000)
due and payable on October 9, 2004, One Hundred and Sixty-Two
Thousand Dollars ($162,500) due and payable on October 9, 2006 and
Two Hundred and Thirty-Seven Thousand Five Hundred Dollars due and
payable on October 9, 2008.
Further, for the amount of Fifty-Thousand Dollars ($50,000), the
Buyer assigned all of its rights and obligations under the Purchase
and Sale Agreement to both Seawright Holdings, Inc. and/or Seawright
Springs, LLC, at the discretion of the assignees. Seawright
Holdings, Inc. is the managing member of the wholly-owned subsidiary,
Seawright Springs, LLC.
ITEM 5. OTHER EVENTS
On or about September 26, 2003, the President, Chief Executive
Officer and member of the Board of Directors, Darryl Reed, resigned
from all executive positions and from the board of directors of the
Registrant.
On or about September 26, 2003, Joel P. Sens was appointed by
the board of directors of the Registrant to serve as President and
Chief Executive Officer of the Registrant.
On or about September 26, 2003, in accordance with the Laws of
the State of Delaware, the Registrant filed an Amended and Restated
Certificate of Incorporation whereby the Registrant changed its name
to Seawright Holdings, Inc. and 100,000 Preferred Shares were created.
On or about October 3, 2003, certain following rights and
preferences of the Preferred Series A Convertible Shares were set: 1)
The Series A Convertible Preferred Stock, $0.001 par value, shall be
sixty-thousand ("60,000") shares; 2) holders of the Preferred Shares
("Preferred Holders"), in preference to the holders of shares of the
Corporation's common stock (the "Common Stock") and to any other
capital stock of the Corporation ranking junior to the Preferred
Shares, shall be entitled to receive when, as and if declared by the
Board out of funds of the Corporation legally available for the
payment of dividends, cumulative dividends at the per share rate of
ten percent (10%) per annum of the Original Purchase Price of each
Preferred Share; in the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, the
Preferred Holders shall be entitled to receive, prior and in
preference to any distribution of any of the assets or surplus funds
of the Corporation to the holders of the Common Stock or to any other
series or class of capital stock of the Corporation that does not
expressly provide otherwise in its certificate of designation, the
Original Purchase Price of the Preferred Shares plus all accrued or
declared but unpaid dividends on such shares, but no more. If the
assets and funds available for distribution to the Preferred Holders
shall be insufficient to pay the stated preferential amounts in full,
then the entire assets and funds of the Corporation legally available
for distribution to such holders in respect of such shares of stock
shall be distributed ratably to the Preferred Holders in proportion
to the aggregate liquidation preference for the Preferred Shares held
by them; 3) the Preferred Holders shall have the same voting rights
as the holders of the Common Stock; 4) each Preferred Holder shall
have the option to convert each Preferred Share, at any time after
the date of issuance of such share, at the office of the Corporation
or any transfer agent for such stock, (i) if such conversion is made
on or before the first anniversary of the Original Issue Date, into
ten (10) shares of fully paid and nonassessable shares of Common
Stock (the "Year One Conversion Ratio") or (ii) if such conversion is
made after the first anniversary, but before the second anniversary
of the Original Issue Date, into five (5) shares of fully paid and
nonassessable shares of Common Stock (the "Year Two Conversion
Ratio"); 5) on the second anniversary of the Original Issue Date, if
the Preferred Holder has delivered notice to the Corporation, the
Preferred Holder shall receive one of, (i) in cash out of legally
available funds the Original Purchase Price of the Preferred Shares
plus all accrued or declared, but unpaid dividends on such shares
(the "Repurchase Price"), but no more; (ii) five (5) shares of Common
Stock for each Preferred Share held by the Preferred Holder; (y) for
every whole dollar ($1.00) of accrued but unpaid dividends owed to
the Preferred Holder pursuant to Section 2(a), one (1) additional
share of Common Stock; and (z) any accrued but unpaid dividends
remaining after receipt of such shares of Common Stock shall be paid
to the Preferred Holder in cash out of legally available funds of the
Corporation; or (iii) receive any combination of cash and Common
Stock on the same terms provided for in and as described by the
Preferred Holder in the notice provided to the Corporation.
On or about September 26, 2003, in accordance with the Laws of
the State of Delaware, Amended and Restated Bylaws were adopted by
the Registrant.
On or about October 7, 2003, the Registrant authorized the
creation of a wholly-owned subsidiary named Seawright Springs, LLC.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
Seawright Holdings, Inc.
Dated: October 21, 2003 By: /s/ Joel P. Sens
Joel P. Sens, President
Exhibit 2 Purchase and Sale Agreement By and Between Baker Seawright
Corporation, Seller and Stafford Street Capital, LLC, Purchaser
Exhibit 2.1 Amendment to Purchase and Sale Agreement
Exhibit 2.2 Assignment of Contract
Exhibit 3i Amended and Restated Certificate of Incorporation of
Pre-Settlement Funding Corporation
Exhibit 3ii Certificate of Designation of Series A Convertible
Preferred Shares of Seawright Holdings, Inc.
Exhibit 3iii Amended and Restated Bylaws of Seawright Holdings, Inc.
Exhibit 17 Resignation by Darryl Reed from his positions as
President, Chief Executive Officer and Director