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)
AUGUST 17, 2005
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
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):
|_| 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-4c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 17, 2005, Sealife Marine Products, Inc. ("SeaLife Marine"), a
California corporation and subsidiary of the Registrant, SeaLife Corporation, a
Delaware corporation, entered into a distribution agreement (the "Onstad
Distribution Agreement") with Knut Onstad ("Onstad"), effective February 21,
2005, pursuant to which Onstad, or his nominee, will be the exclusive
distributor of, and will promote the sale and use of, products manufactured by
SeaLife Marine to distributors of boats, barges and marine vessels, shipyards,
boatyards and marine dealers in Norway, Sweden, Finland, Denmark and Iceland.
Prior to the execution of the Onstad Distribution Agreement, no material
relationship existed between SeaLife Marine and Onstad. SeaLife Marine products
are not currently approved for sale by regulatory authorities in Norway, Sweden,
Finland, Denmark or Iceland. However, the Company is currently pursuing such
approval in Sweden.
On August 17, 2005, ProTerra Technologies, Inc. ("ProTerra"), a
California corporation and subsidiary of the Registrant, entered into a
distribution agreement (the "Algeria Distribution Agreement") with Kevin Durst
("Durst"), pursuant to which Durst will be the exclusive distributor of, and
will promote the sale and use of, products manufactured by Proterra to
distributors, dealers, farm co-ops, retail stores, governments, and governmental
agencies in Algeria, Libya, Egypt, Tunisia, Morocco, Turkey, Syria, Iraq,
Jordan, Saudi Arabia, Kuwait, Iran, United Arab Emirates, Yemen, Oman, Lebanon,
West Bank, Bahrain, and Qatar (the "Durst Territories"). Prior to the execution
of the Durst Distribution Agreement, Mr. Durst was engaged as a sales consultant
by the Company. ProTerra products are not currently approved for sale by
regulatory authorities in the Durst Territories. However, the Company is
currently pursuing such approval in Algeria.
A copy of the Registrant's press release issued on August 19, 2005,
announcing the Company's entry into the Onstad Distribution Agreement and
Algeria Distribution Agreement, is attached to this Current Report on Form 8-K
as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release issued by the Registrant on August 19,
2005.
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
99.1 Press Release issued by the Registrant on August 19, 2005.
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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.
August 19, 2005 SEALIFE CORPORATION
/s/ Robert A. McCaslin
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Robert A. McCaslin, Chief Executive Officer and
Chief Financial Officer
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