Form 8K Deep Down, Inc.
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) April 2,
2007
____________________________________________________
DEEP
DOWN INC.
(formerly
MediQuip Holdings, Inc.)
(Exact
name of registrant as specified in its charter)
Nevada
(formerly
Delaware)
(State
or
other jurisdiction of incorporation or organization)
75-2263732
(IRS
Employer Identification Number)
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)
ITEM
2.01 - Completion of Acquisition or Disposition of Assets
Effective
April 2, 2007, the Deep Down consummated an Asset Purchase Agreement with
ElectroWave USA, Inc. (“ElectroWave”) a Texas corporation, that provides for the
acquisition of substantially all of the assets of ElectroWave. Deep Down formed
a wholly-owned subsidiary, ElectroWave USA, Inc., a Nevada Corporation, to
complete the acquisition. ElectroWave 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. ElectroWave’s
customers include Transocean Offshore, Diamond Offshore, Marinette Marine
Corporation, VT Halter, Atlantic Marine, New York City Department of
Transportation, and others. ElectroWave’s equipment is installed on some of the
latest generation United States Coast Guard and United States Navy vessels.
Current systems are in operation in the following areas: United States Gulf
of
Mexico, the North Sea, Baku, Vietnam, Singapore, Nigeria, Equatorial Guinea,
Cameroon, Angola, India, Egypt, the United Kingdom, Russia, Brazil, Australia,
Indonesia, and the Middle East.
As
part
of the acquisition, Deep Down paid off $356,463.50 in bank debt and $43,815.00
in current debt of ElectroWave USA (Texas), along with ongoing accounts payable
and received substantially all of the assets, including inventory, fixed assets
and accounts receivable. In addition, Deep Down may issue up to an aggregate
of
$517,000 in Convertible Preferred Stock over the next three years, as an
additional contingent purchase cost, if the operations of ElectroWave reach
certain financial milestones based on net income for the fiscal years ending
December 31, 2007, 2008 and 2009. Such Convertible Preferred Stock, if issued
in
the future, would have a conversion price equal to the greater of (a) $0.50
per
share or (b) 120% of the volume weighted average price of the last reported
trades for the 20 consecutive trading days immediately prior to December 31
of
the respective year for which the Convertible Preferred shares are
issued.
Item
3.02 Unregistered Sales of Equity Securities
Deep
Down
may issue up to an aggregate of $517,000 in Convertible Preferred Stock over
the
next three years, as additional contingent purchase cost, if the operations
of
ElectroWave reach certain financial milestones based on net income for the
fiscal years ending December 31, 2007, 2008 and 2009. Such Convertible Preferred
Stock, if issued in the future, would have a conversion price equal to the
greater of (a) $0.50 per share or (b) 120% of the volume weighted average price
of the last reported trades for the 20 consecutive trading days immediately
prior to December 31 of the respective year for which the Convertible Preferred
shares are issued.
Item
7. Financial Statements and Exhibits
ElectroWave
reported unaudited revenues of approximately $3.2 million for the fiscal year
ending December 31, 2006. The Registrant has engaged independent certified
public accountants to audit the financial statements of ElectroWave and intends
to include the audited financial statements on Form 8-K as soon as they are
available.
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: April 2, 2007