SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 28, 2001
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Date of Report (date of earliest event reported)
Odyssey Marine Exploration, Inc.
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Exact name of Registrant as Specified in its Charter
Nevada 0-26136 84-1018684
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
Odyssey Marine Exploration, Inc.
P.O. Box 320057
Tampa, Florida 33679
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Address of Principal Executive Offices
(813) 876-1776
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Registrant's Telephone Number, Including Area Code
3507 Frontage Road, Suite 100
Tampa, Florida 33607
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Former Name or Former Address, if Changed Since Last Report
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On February 28, 2001, Odyssey Marine Exploration, Inc. (the "Company")
completed the sale of shares of its Series B Convertible Preferred Stock,
Common Stock and Warrants to MacDougald Family Limited Partnership ("MFLP")
for $3,000,000 in cash. The sale of securities was made pursuant to a Stock
Purchase Agreement dated February 28, 2001. MFLP purchased 850,000 shares of
the Company's Series B Convertible Preferred Stock, 864,008 shares of Common
Stock and Warrants to purchase an additional 1,889,000 shares of Common Stock.
The cash used came from operating funds of MFPA.
Each share of Series B Convertible Preferred Stock purchased by MFLP is
convertible into 10 shares of the Company's Common Stock at any time. The
holder of the shares of Series B Convertible Preferred Stock is entitled to
vote such shares together with the holders of the Company's Common Stock on an
"as converted" basis. In addition, the holder of the Series B Convertible
Preferred Stock is entitled to elect three members of the Board of Directors,
and has special voting rights in connection with specified corporate actions.
In the event of a liquidation or dissolution of the Company, the holder of the
Series B Convertible Preferred Stock is entitled to an amount equal to $3.50
per share prior to any payments to holders of any other class of stock.
Although the Series B Convertible Preferred Stock has no separate dividend
provisions, holders are entitled to receive any dividends paid to holders of
Common Stock on an "as converted" basis.
The Warrants issued to MFLP have varying exercise prices and terms. The
exercise of all of these warrants would require a total payment of $4,169,000.
The following table sets forth the exercise prices, expiration dates and
number of shares underlying each class of warrants:
Exercise Price Expiration Date Number of Shares
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$3.00 2/28/03 722,000
$2.50 3/31/02 120,000
$2.00 2/28/03 817,000
$0.30 2/28/04 230,000
The securities acquired by MFLP represent beneficial ownership of
approximately 40.2% of the Company's Common Stock outstanding, assuming the
conversion of the preferred stock and exercise of the warrants.
MFLP is a Nevada limited partnership of which MacDougald Management, Inc.
("MMI") is sole general partner. The limited partners include James E.
MacDougald, his wife Suzanne M. MacDougald, and two trusts for the benefit of
the children and grandchildren of Mr. and Mrs. MacDougald. James E.
MacDougald is the President of MMI. As part of the transaction, Mr.
MacDougald became Chairman of the Board and a Director of the Company.
Under the terms of the Stock Purchase Agreement, MFLP received certain
rights to require the Company to register the Common Stock purchased and the
shares of Common Stock issuable on the conversion or exercise of the Preferred
Stock and Warrants for resale under the Securities Act of 1933.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Number Description Location
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3.3 Designation of Series B Filed herewith electronically
Convertible Preferred
Stock
10.4 Series B Convertible Filed herewith electronically
Preferred Stock Purchase
Agreement
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.
ODYSSEY MARINE EXPLORATION, INC.
Dated: March 9, 2001 By:/s/ David A. Morris
David A. Morris, Secretary and
Treasurer
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