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)
DECEMBER 6, 2004
SEALIFE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-13895 34-1444240
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5601 W. SLAUSON AVE., CULVER CITY, CALIFORNIA 90293
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 338-9757
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 23, 2004, Sealife Corporation (the "Company") and its
wholly-owned subsidiary Sealife Marine Products, Inc. ("SeaLife Marine"),
entered into a consulting agreement (the "Consulting Agreement") with Brokers
Unlimited, Inc. ("BUI") pursuant to which BUI will provide product testing
services, advertise and market the Company products and participate in the
government approval process for the Company's products in Europe.
Pursuant to the Consulting Agreement, BUI was issued 786,500 shares of
common stock of the Company in connection with various services previously
performed on behalf of the Company and SeaLife Marine, including testing of
SeaLife Marine products related to required government approvals, trade show
management, and the development of a European distribution network, and in
exchange for the future services to be provided pursuant to the Consulting
Agreement, BUI will be issued additional shares of common stock of the Company
having an aggregate value of $115,000, which shares will be issuable in monthly
installments over the eight month term of the Consulting Agreement.
Additionally, pursuant to the Consulting Agreement, the Company agreed
to file, on or before January 6, 2005, a registration statement on Form SB-2
registering the resale by BUI of the shares of common stock acquired by it under
the Consulting Agreement and to keep the registration statement effective until
the earlier of two years and the date that all the shares of common stock held
by BUI may be sold by the investors pursuant to Rule 144 promulgated under the
Securities Act of 1933.
The Company and BUI are currently also parties to that certain Sales
Force Agreement dated as of January 21, 2004, pursuant to which BUI functions as
SeaLife Marine's worldwide sales agent.
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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 hereunto duly authorized.
December 10, 2004 SEALIFE CORPORATION
/s/ Robert A. McCaslin
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Robert A. McCaslin, Chief Executive Officer and
Chief Financial Officer
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