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): June 5, 2008
____________________________________________________
(Exact name of registrant as specified in its charter)
| Nevada | 0-30351 | 75-2263732 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
15473 East Freeway
Channelview, Texas 77530
(Address of principal executive offices)
Ronald E. Smith, President
Deep Down, Inc.
15473 East Freeway
Channelview, Texas 77530
(Name and address of agent for service)
(281) 862-2201
(Telephone number, including area code of agent for service)
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))
ITEM 1.01 – Entry into Material Definitive Agreement.
Deep Down, Inc. received a second letter of intent for approximately $9 million from Delba International to supply and install the deepwater marine drilling riser flotation system for the new-build Delba IV semisubmersible drilling rig. The letter of intent is subject to the negotiation of a final purchase order once engineering is completed. The Letters of Intent authorize expenditures for such engineering efforts.
A Letter of Intent is the first step in a committed process which typically becomes a purchase contract upon completion of joint engineering efforts between us and our clients.
Item 9.01. - Financial Statements and Exhibits
| Exhibits. |
| 99.1 - Press Release dated June 5, 2008 |
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.
DEEP DOWN, INC.
By: /s/ Ronald E. Smith
Ronald E. Smith, President
Date: June 5, 2008