Current Report Filing (8-k)
April 16 2019 - 11:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
April 12, 2019
DEEP DOWN, INC.
(Exact name of registrant as specified
in its charter)
|
|
|
|
|
Nevada
|
|
000-30351
|
|
75-2263732
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.)
|
18511 Beaumont Highway, Houston,
TX 77049
(Address of principal executive offices)
(Zip Code)
(281) 517-5000
Registrant’s telephone number, including
area code
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934
|
Emerging growth company
¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
|
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. – Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors
On April 16, 2019, Deep Down, Inc. (the
“Company”) announced Mr. David J. Douglas and Mr. Neal I. Goldman have joined the Board of Directors (the “Board”)
as independent directors. Mr. Douglas and Mr. Goldman were elected by the current directors on April 12, 2019 to fill two vacancies
on the Board, effective as of April 16, 2019.
Mr. Douglas is the Principal of Jamaka
Capital Management, LLC., the Company’s largest institutional investor. Mr. Douglas has over 30 years of investment experience
as a principal including 25 years in the family office industry. Mr. Douglas is a graduate of the University of Pennsylvania’s
Wharton School earning a BS in Economics, Magna Cum Laude.
Mr. Goldman is the President and Founder
of Goldman Capital Management, Inc., a family office since 2018, which was previously an investment advisory firm founded in 1985.
Mr. Goldman is a Chartered Financial Analyst (CFA). Mr. Goldman received his B.A. degree in Economics from The City University
of New York (City College).
There are no family relationships between
Mr. Douglas or Mr. Goldman and any director or executive officer of the Company, and there are no arrangements or understandings
between them and any other person pursuant to which they were selected as directors. No determination has been made regarding the
committees of the Board on which Mr. Douglas or Mr. Goldman will serve.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1
Press Release issued by Deep Down, Inc. dated April 16, 2019
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.
Date: April 16, 2019
|
DEEP DOWN, INC.
|
|
|
|
|
|
|
|
By:
|
|
/s/ Ronald E. Smith
|
|
|
|
Ronald E. Smith
|
|
|
|
Chief Executive Officer
|