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.
March 15, 2004
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Date of Report (Date of earliest event reported)
VIKING SYSTEMS, INC.
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(Name of Small Business Issuer as specified in its charter)
Nevada 86-0913802
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization identification No.)
SEC File Number 000-49636
7514 Girard Ave, Suite 1509, La Jolla, CA 92037
(Address of principal executive offices)
Registrant's telephone no., including area code: (858) 456-6608
_________________________NA_________________________
(Former name or former address)
In this current report references to "Viking," "we," "us," and "our" refer to
Viking Systems, Inc.
FORWARD LOOKING STATEMENTS
This current report contains certain forward-looking statements and any
statements contained in this current report that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"estimate" or "continue" or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors, many of which are not within Viking's control. These factors
include, but are not limited to, economic conditions generally and in the
markets in which Viking may participate, competition within Viking's markets and
failure by Viking to successfully develop business relationships.
ITEM 5: OTHER EVENTS AND REGULATION FD DISCLOSURE
Viking Systems, Inc. has previously granted Donald Tucker an option
("Ticker Option") to purchase 5,000,000 shares of its Series A Preferred Stock.
Each share of Series A Preferred Stock is convertible into shares of our common
stock the basis of one share of Series A Preferred Stock convertible into 4
shares of common stock. Each share of Series A Preferred Stock has four votes in
all matters submitted to shareholders for a vote. Dividends do not accrue on the
Series A Preferred Stock. Mr. Tucker has heretofore has exercised a portion of
the Tucker Option and in connection therewith, has purchased 500,000 shares of
Series A Preferred Stock. The option is currently scheduled to expire on March
31, 2004.
Most of the proceeds from the exercise of the Tucker option will be
utilized as part of a cash payment in an asset purchase transaction. Viking
intends to acquire certain assets from Vista Medical Technologies, Inc.
("Vista"), pursuant to an Asset Purchase Agreement. The purchase price for such
assets includes a cash portion of up to $400,000 and the issuance of
approximately 3,100,000 shares of Viking's common stock. The expiration term of
the Tucker Option had been agreed upon in anticipation of the closing date of
the Vista Asset Purchase transaction. Vista has been unable to complete the
Vista Asset Purchase transaction with the anticipated time period due to the
lengthy review process of Vista's proxy statement by the Securities and Exchange
Commission. Because Vista has been unable to complete the Asset Purchase
transaction in the time period originally anticipated, Viking does not currently
need the funds which will be provided from the exercise of the Tucker Option.
Accordingly, the Viking and Mr. Tucker have agreed to extend the Tucker Option
exercise period to September 30, 2004.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements: N/A
(b) Proforma Financial Statements: N/A
(c) Exhibits.
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Exhibit No. Title
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10.1 Amended Stock Option Agreement - Donald E. Tucker
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: March 17, 2004 VIKING SYSTEMS, INC.
By /s/ Thomas B. Marsh
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Thomas B. Marsh,
President/Chairman of the Board
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