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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): NOVEMBER 30, 2001
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AQUASEARCH, INC.
(Exact name of Registrant as specified in its charter)
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COLORADO 33-23460-LA 33-0034535
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification Number)
73-4460 QUEEN KA'AHUMANU HIGHWAY, SUITE 110
KAILUA-KONA, HAWAII 96740
(Address of principal executive offices)
(808) 326-9301
(Registrant's telephone number, including area code)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
An involuntary petition was filed on or about October 29, 2001, under Chapter 11
of the United States Bankruptcy Code, against Registrant in United States
Bankruptcy Court, District of Hawaii (case 01-04260), by five purported
creditors of Registrant. On November 30, 2001, the Registrant consented to the
entry of an Order for Relief and will continue to operate as a
Debtor-in-Possession.
A Special Bankruptcy Committee was appointed and delegated the authority to work
with the Debtor's Responsible Person and legal counsel to assist in the
administration of the Debtor-in-Possession under Chapter 11 of the Bankruptcy
Code. The committee members are Richard Sherman, a member of Board of Directors
and Debtor's Responsible Person, Richard Propper, a representative of Chardan
Ventures, lender of Debtor-in-Possession financing, and Gregory Kowal, a
representative of the petitioning creditors and shareholders. The Registrant has
120 days to propose a plan of reorganization.
ITEM 5. OTHER EVENTS
On December 1, 2001, Mark E. Huntley, Ph.D. resigned as Chairman of the Board of
Directors and Chief Executive Officer of the Registrant. Dr. Huntley will
continue as a member of the Board of Directors and as Chief Technical Officer of
Aquasearch, Inc.
Director David Tarnas was appointed as Chairman of the Board of Directors and
Mr. Harry Dougherty was appointed as Interim President and Chief Executive
Officer.
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.
AQUASEARCH, INC.
Dated: December 14, 2001 By: /s/ Harry Dougherty
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Harry Dougherty
Interim President and
Chief Executive Officer
By: /s/ Earl S. Fusato
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Earl S. Fusato
Chief Financial Officer
.