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Deep Down Goes Public in Reverse Merger PR Newswire - December 22, 2006 11:21 AM ET
Related Quotes Symbol Last Chg DPDW Trade 0.63 +0.0775 Real time quote.
Deep Down, Inc. (OTC Bulletin Boards: DPDW) today announced that effective December 14, 2006, MediQuip Holdings, Inc. ("MediQuip") consummated an agreement and plan of reorganization with Deep Down, Inc. ("Deep Down"), a Delaware corporation, for the acquisition of Deep Down, Inc. by MediQuip.
Deep Down, a deep-water marine umbilical and flexible pipe installation engineering and installation management company, was incorporated in Delaware on April 17, 1997. MediQuip will assume the name Deep Down. All officers and directors of MediQuip have voluntarily resigned their posts in anticipation of the reorganization of the two companies.
"I am very excited about the current opportunities for Deep Down, and the future growth within our industry," commented Ron E. Smith, Deep Down's new President and CEO. "Access to public markets will accelerate opportunities to continue growth both internally through enhancement of our innovative product- lines and marine services, and externally through future complementary acquisitions.
"Deep Down's strategy is to consolidate offshore industry service providers, designers, and manufacturers of subsea, surface, and offshore rig equipment that are used by major independent and foreign national oil and gas companies in offshore markets throughout the world," Smith concluded.
About Deep Down, Inc.
Deep Down specializes in the provision of installation management, engineering services, support services and storage management services for subsea controls, umbilicals and pipeline industries offshore. The Company also fabricates component parts for subsea distribution systems and assemblies that specialize in the development of offshore subsea fields and tie backs. These items include umbilicals, flowlines, distribution systems, pipeline terminations, controls, winches, and launch and retrieval systems. Deep Down provides these services from the initial field concept phase, through manufacturing, site integration testing, installation, topside connections, and the final commissioning of projects. Its products and services serve the offshore industry and are used in deep-water exploration and production of oil and gas.
SOURCE Deep Down, Inc.
Steven Haag, investor relations of Deep Down, Inc., +1-281-862-2201, or fax, +1-281-862-2522, or shaag*capnetrisk.com http://www.prnewswire.com < Return to Previous
Posts: 395 | From: south dakota | Registered: Nov 2006
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ignore financial data on yahoo, that was for mediquip not deep down. 8k/a due out this week after x-mas. company showed up on forbes last week. should be pretty big play! I know this is above the .10 but it is a easy 5,10,15, or maybe 20 bagger. please check out charts and DD for yourself.
Posts: 395 | From: south dakota | Registered: Nov 2006
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Deep Down specializes in the provision of installation management, engineering services, support services and storage management services for subsea controls, umbilicals and pipeline industries offshore. The Company also fabricates component parts for subsea distribution systems and assemblies that specialize in the development of offshore subsea fields and tie backs. These items include umbilicals, flowlines, distribution systems, pipeline terminations, controls, winches, and launch and retrieval systems. Deep Down provides these services from the initial field concept phase, through manufacturing, site integration testing, installation, topside connections, and the final commissioning of projects. Its products and services serve the offshore industry and are used in deep-water exploration and production of oil and gas. Deep Down is situated to serve clients both internationally and in the Gulf of Mexico.
Deep Down’s principal office is in Channelview, Texas. Deep Down presently has 40 employees
What this Technology Looks Like:
Share Structure After R/M is Complete:
As of the close of business on November 13, 2006, the record date for shares entitled to notice of and to sign written consents in connection with the name change, there were 7,870,171 shares of our common stock outstanding
The acquisition is expected to be accomplished on or about December 14, 2006 by the issuance of 75,000,000 shares (a majority) of the common stock to the Deep Down Shareholders in exchange for 100% of the equity interests of Deep Down. The parent company, MediQuip will, at the same time, change its name to Deep Down, Inc. After completion of the acquisition process, Deep Down will be a wholly-owned subsidiary of MediQuip and the present Deep Down Shareholders will own approximately 89% of the outstanding equity interest and voting rights of the parent company. The acquisition will not require approval of shareholders of MediQuip; however, the acquisition will require the approval of the Deep Down Shareholders who will then own a majority of the shares of stock of MediQuip.
Management's Pledge of No Dilution:
from the 8-K/A, 11/24/06:
SECTION 6.05. Obligations of Shareholder. Shareholder, on behalf of new management of MediQuip, unconditionally agree: (i) to refrain from the issuance of any securities pursuant to a registration statement on Form S-8 for a period of 12 months from and after the Effective Time (ii) not to change the number of issued or outstanding shares of capital stock of MediQuip by a stock split, stock dividend, combination, reclassification, reverse stock split, combination or reclassification of shares or other similar event for a period of 12 months from and after the Effective Time, and except as a condition to a listing of common stock on a national exchange, in which event the limitation period will be 6 months (iii) not to issue any equity securities to any person, firm or corporation for any purpose whatsoever for consideration less than the fair market value applicable to the nature of the transaction of such securities, and (iv) not to file a registration statement with the Securities and Exchange Commission on Form SB-2 or other similar form covering secondary offering of and class of equity securities prior to the expiration of 6 months from and after the Effective Time.
Insiders Own Restricted Stock Under Rule 506 Reg D:
please see the 8-K, 12/15/06, 8-k/a pending SECTION 3 - SECURITIES AND TRADING MARKETS ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
Mr. Smith Prior to his association with Deep Down, Mr. Smith co-founded Deep Down (predecessor) in 1997. Mr. Smith graduated from Texas A&M University with a Bachelor of Science degree in Ocean Engineering in 1981. Mr. Smith worked both onshore and offshore in management positions for Ocean Drilling and Exploration Company (ODECO), Oceaneering Multiflex, Mustang Engineering and Kvaerner before founding Deep Down. Mr. Smith’s interests include all types of offshore technology, nautical innovations, state of the art communications, diving technology, hydromechanics, naval architecture, dynamics of offshore structures, diving technology and marketing of new or innovative concepts. Mr. Smith is directly responsible for the invention or development of many innovative solutions for the offshore industry, including the first steel tube flying lead installation system.
Posts: 395 | From: south dakota | Registered: Nov 2006
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