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)
May 28, 2013
DEEP DOWN, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 0-30351 | | 75-2263732 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
8827 W. Sam Houston Pkwy N. Suite 100, Houston, TX 77040
(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)) |
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 May 29, 2013, Deep Down, Inc. (the “Company”) announced Randolph W. Warner has joined the Board as an independent director and was appointed Chairman of the Audit Committee of the Board of Directors. Mr. Warner was elected by the current directors to fill a vacancy on the Board.
Mr. Warner is currently President and Chief Operating Officer of WHC, Inc., a pipeline facilities construction company based in Lafayette, Louisiana, a position he has held since January 2005. Mr. Warner holds a B.S. in General Engineering from the US Air Force Academy and an MBA in Business Administration from University of Houston. There are no family relationships between Mr. Warner and any director or executive officer of the Company.
In connection with such appointment, Mr. Warner received a grant of 30,000 shares of restricted common stock of the Company, of which one-third will vest on each of the first, second and third anniversary of the date of such grant.
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 May 29, 2013 |
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: May 30, 2013
| | DEEP DOWN, INC. |
| | |
| | By: | /s/ Eugene L. Butler |
| | | Eugene L. Butler
Executive Chairman and CFO |
