UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) January 21, 2005
VIKING SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-49636 86-0913802
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(Commission File Number) (IRS Employer Identification No.)
7514 Girard Ave., Ste. 1509, La Jolla, CA 92037
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(Address of Principal Executive Offices) (Zip Code)
858-456-6608
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
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|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of Registrant
On October 26, 2004, Viking Systems, Inc, (the "Company") borrowed $200,000
from Donald E. Tucker pursuant to the terms of a Convertible Promissory Note. A
copy of that Convertible Promissory Note was attached as an exhibit to a
previously filed Form 8-K. As a result of the matters discussed below, the
October 26, 2004 Note has been superceded and is no longer outstanding. On
December 6, 2004, the Company borrowed an additional $200,000 from Donald E.
Tucker and a new Convertible Note was entered into which represented the
$200,000 which was borrowed from Mr. Tucker in October 2004 as well as the
$200,000 which was borrowed on December 6, 2004.
On January 12, 2005, the Company borrowed an additional $50,000 from Donald
E. Tucker and a new Convertible Note was entered into which represented the
$200,000 which was borrowed from Mr. Tucker in October 2004, the $200,000 which
was borrowed on December 6, 2004 and the $50,000 which was borrowed from Mr.
Tucker on January 12, 2005.
On January 21, 2005, the Company borrowed an additional $50,000 from Donald
E. Tucker and a new Convertible Note was entered into in the amount of $500,000
which represented all previously borrowed amounts and the $50,000 which was
borrowed from Mr. Tucker on January 21, 2005.
The new Note is unsecured and bears interest at the rate of 10% per annum.
The maturity date of the new Note is March 31, 2005. The Note is convertible, at
Mr. Tucker's option, into shares of the Company's common stock at the price of
$.50 per share. A copy of the new Convertible Promissory Note is attached hereto
Item 9.01 Financial Statements and Exhibits
C - Exhibits
Exhibit Number Description
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10.1 Convertible Promissory Note
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: January 25, 2005 VIKING SYSTEMS, INC.
By: /s/ Thomas B. Marsh,
President/Chairman of the Board
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