SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
September 19, 2002
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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
3604 Swann Avenue
Tampa, Florida 33609
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Address of Principal Executive Offices, Including Zip Code
(813) 876-1776
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Registrant's Telephone Number, Including Area Code
ITEM 5. OTHER EVENTS.
Odyssey Marine Exploration, Inc. (the "Company") has entered into a
transaction wherein the Company sold one share of its Series C Convertible
Preferred Stock (the "Preferred Stock") at a price of $500,000 to J.L. Holding
International, Inc., a Bahamian corporation, which has no prior affiliation
with the Company.
The proceeds of the $500,000 investment were used to capitalize OVH, Inc.
("OVH"), a newly formed, wholly owned subsidiary of the Company.
OVH subsequently entered into a transaction to purchase the 113-foot
research vessel "Edwin Link") from Starboard Yacht Sales (an unaffiliated
entity) for $465,000. The Company intends to use this vessel in connection
with the search operations on the Bavaria Project and also intends to lease
the vessel to others. OVH will use the remaining proceeds to equip the
vessel.
The holder of the Preferred Stock has the option for two years of
converting the Preferred Stock into 400,000 shares of the Company's common
stock and a warrant to purchase an additional 400,000 shares at an exercise
price $2.50 per share. Alternatively, the holder may convert the Preferred
Stock into 100% of the outstanding common stock of OVH. In the event that
J.L. Holding does not convert the Preferred Stock during the first six months
after it is issued, the Company has the option to redeem the Preferred Stock
and pay for it by transferring to J.L. Holding 100% of the outstanding stock
of OVH.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not applicable.
(c) EXHIBITS.
Exhibit 3.4 Certificate of Designation for Series C
Convertible Preferred Stock
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, hereunto duly authorized.
ODYSSEY MARINE EXPLORATION, INC.
Dated: September 19, 2002 By:/s/ John C. Morris
John C. Morris, President
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