UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
Odyssey Marine Exploration, Inc.
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(Name of Issuer)
Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
676118 10 2
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(CUSIP Number)
James E. MacDougald
260 First Avenue South, Suite 110
St. Petersburg, Florida 33701
(727) 823-9292
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 12, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [_].
SCHEDULE 13D
CUSIP No. 676118 10 2 Page 2 of 7 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MacDougald Family Limited Partnership
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
MacDougald Family Limited Partnership is organized as a Nevada limited
partnership.
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SOLE VOTING POWER
7
NUMBER OF
11,253,008
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
11,253,008
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
11,253,008
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
42.7%
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TYPE OF REPORTING PERSON
14
PN
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SCHEDULE 13D
CUSIP No. 676118 10 2 Page 3 of 7 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MacDougald Management, Inc.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
MAcDougald Management, Inc. is a Nevada corporation.
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SOLE VOTING POWER
7
NUMBER OF
11,253,008
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
11,253,008
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
11,253,008
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
42.7%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 CO
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SCHEDULE 13D
CUSIP No. 676118 10 2 Page 4 of 7 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James E. MacDougald
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
11,253,008
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
11,253,008
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
11,253,008
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
42.7%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
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Item 1. Security of Issuer
This Schedule relates to shares of common stock ,$0.0001 par value per
share ("Common Stock"), of Odyssey Marine Exploration, Inc., a Nevada
corporation (the "Issuer"), whose principal executive offices are located at
3604 Swann Avenue, Tampa, Florida 33609. (This Amendment No. 1 to the Schedule
13D, together with the Initial Schedule 13D filed on March 9, 2001 are referred
to herein, collectively, as the "Schedule 13D"). Unless otherwise indicated,
all capitalized terms used herein shall have the meanings previously ascribed to
them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
On October 12, 2001, MFLP delivered a Notice of Conversion to the Issuer
pursuant to which MFLP converted 850,000 shares of Preferred Stock held by MFLP
into 8,500,000 shares of Common Stock in accordance with the terms of the Stock
Purchase Agreement and the Certificate of Designation. No additional funds were
expended by MFLP in connection with its acquisition of the Common Stock. The
consideration for the Common Stock was the Preferred Stock tendered by MFLP to
the Issuer.
As a condition and an inducement to MFLP to convert the Preferred Stock,
the Issuer and MFLP executed an Amended and Restated Registration Rights
Agreement, dated October 12, 2001 ("Amended and Restated Registration Rights
Agreement"), pursuant to which the Issuer granted MFLP up to five demand
registration rights. Concurrently with the execution of the Amended and
Restated Registration Rights Agreement, the Issuer and MFLP entered into the
First Amendment to Series B Stock Purchase Agreement, dated October 12, 2001
("First Amendment to Stock Purchase Agreement"), which eliminated certain of
MFLP's rights under the Stock Purchase Agreement. In addition, in connection
with the conversion of the Preferred Stock Mr. MacDougald resigned as a director
of the Issuer, effective upon conversion of the Preferred Stock. A copy of the
Notice of Conversion, Amended and Restated Registration Rights Agreement, First
Amendment to Stock Purchase Agreement, and Resignation of Director are attached
hereto as Exhibit 5, Exhibit 6, Exhibit 7, and Exhibit 8, respectively.
Item 4. Purpose of Transaction
The Common Stock acquired by MFLP pursuant to the conversion of the
Preferred Stock has been acquired for investment purposes only. MFLP will
continue to monitor its investment in and ownership of the Securities and may,
as a result thereof, determine to sell, transfer, or exchange the Securities to
affiliates or third parties through private placements or market sales; acquire
additional Securities, warrants, or options; or maintain its ownership position.
As set forth above in Item 3, Mr. MacDougald tendered his resignation as a
director of the Issuer in connection with the conversion of the Preferred Stock.
Except as indicated in the Schedule 13D, the Reporting Persons have no
plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger, organization
or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(e) any material change in the present capitalization or dividend policy of
the Issuer;
Page 5 of 7 Pages
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer
(a) As of the date hereof, the Reporting Persons beneficially own an
aggregate of 11,253,008 shares of Common Stock (including 1,889,000 shares of
Common Stock which may be acquired upon the exercise of Warrants currently
owned), which represents approximately 42.7% of the outstanding shares of Common
Stock as of October 12, 2001.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Other than the First Amendment to Stock Purchase Agreement, the
Director Resignation, and the related documents and the transactions
contemplated thereby, as described in Item 3 and Item 4 of the Schedule 13D, the
Reporting Persons know of no other contracts, arrangements, understandings or
relationships required to be described herein.
Item 7. Material to Be Filed as Exhibits
Exhibit 5 Notice of Conversion.
Exhibit 6 Amended and Restated Registration Rights Agreement, dated
October 12, 2001, by and among Odyssey Marine Exploration, Inc.
and MacDougald Family Limited Partnership.
Exhibit 7 Odyssey Marine Exploration, Inc. First Amendment to Series B
Convertible Stock Purchase Agreement, dated October 12, 2001, by
and among Odyssey Marine Exploration, Inc. and MacDougald Family
Limited Partnership.
Exhibit 8 Resignation of Director.
Page 6 of 7 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 23, 2001 MACDOUGALD FAMILY
LIMITED PARTNERSHIP
By: MacDougald Management, Inc.
its General Partner
/s/ James E. MacDougald
-----------------------------------
James E. MacDougald,
President
Dated: October 23, 2001 MACDOUGALD MANAGEMENT,
INC.
/s/ James E. MacDougald
-----------------------------------
James E. MacDougald,
President
Dated: October 23, 2001 /s/ James E. MacDougald
-----------------------------------
James E. MacDougald (Individually)
Page 7 of 7 Pages
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
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5 - Notice of Conversion.
6 - Amended and Restated Registration Rights Agreement,
dated October 12, 2001, by and among Odyssey Marine
Exploration, Inc. and MacDougald Family Limited
Partnership.
7 - Odyssey Marine Exploration, Inc. First Amendment to
Series B Convertible Stock Purchase Agreement, dated
October 12, 2001, by and among Odyssey Marine Exploration,
Inc. and MacDougald Family Limited Partnership.
8 - Resignation of Director