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): March 18, 2010
COMMISSION
FILE NO.: 333-144677
COIL TUBING TECHNOLOGY
HOLDINGS, INC.
(Exact
Name of Registrant As Specified In Its Charter)
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NEVADA
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76-0625217
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(State
Or Other Jurisdiction
Of
Incorporation)
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(IRS
Employer Identification No.)
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19511 WIED RD. SUITE E,
SPRING, TEXAS 77388
(Address
of Principal Executive Offices)
281-651-0200
(Issuer
Telephone Number)
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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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
8.01 OTHER EVENTS.
On March
18, 2010, Coil Tubing Technology Holdings, Inc. (the “Company”) filed a Motion
for Fairness Hearing to Issue Securities Pursuant to Section 3(a)(10) of the
Securities Act of 1933, as Amended (the “Motion”) in connection with its ongoing
lawsuit filed on July 30, 2008, in which the Company, Coil Tubing Technology,
Inc. (which currently owns a majority of the Company’s outstanding shares (“Coil
Tubing”)) and our former Chief Executive Officer, current Executive Vice
President and current sole Director, Jerry Swinford ("Plaintiffs"), filed suit
against Grifco International, Inc. (“Grifco”), Depository Trust & Clearing
Corporation ("DTCC"), Depository Trust Corporation ("DTC") and the president of
Grifco, James Dial (the "Defendants"). The case is pending as Cause
No. 08-07-07397-CV in the Montgomery County, Texas, District Court, 9th Judicial
District (the “Court”). The suit stems from Grifco's distribution of
its 75,000,000 shares of Coil Tubing in August 2007 ("Grifco Distribution", as
previously disclosed under “Legal Proceedings” in the Company’s Report on Form
10-Q for the period ended March 31, 2009, as filed with the Securities and
Exchange Commission (the “Commission”) on June 18, 2009).
The
Motion requested that the Court hold a fairness hearing and issue an order
approving the issuance of additional shares of Coil Tubing’s common stock
(the “Shares”) without restrictive legend pursuant to an exemption from
registration provided by Section 3(a)(10) of the Securities Act of 1933, as
amended (the “Act”).
The
Shares represent shares of common stock sufficient to (a) satisfy the claims of
DTCC/DTC participants who did not receive a sufficient number of shares of Coil
Tubing in connection with the Grifco Distribution; (b) satisfy the claims
of Grifco shareholders holding their shares in record
form on the record date of the Grifco Distribution; (c) satisfy the
claims of Coil Tubing shareholders holding their shares with DTCC/DTC
participants on the record date of the Grifco Distribution; (d) satisfy the
claims of Coil Tubing shareholders holding their shares in record form on the
record date of the Grifco Distribution; and (e) satisfy the claims of certain
shareholders of Coil Tubing who purchased shares of Coil Tubing’s common stock
subsequent to the Grifco Distribution.
The
Motion requests the Court hold a hearing open to everyone to whom securities
would be issued in the proposed exchange before approving the fairness of the
terms and conditions of the transaction (the “Hearing”).
The
Hearing is scheduled for May 21, 2010 at 9:30 a.m. at the Montgomery County
Courthouse at 301 North Main, Suite 110, Conroe, Texas 77301. Notice
of the Hearing and the Motion is also being sent to each shareholder of Coil
Tubing and Grifco shareholders as of the record date of the Grifco Distribution.
All interested parties are invited to attend the Hearing.
Following
the Hearing and assuming the issuance of the Shares is approved by the Court (of
which there can be no assurance), Coil Tubing is currently contemplating
terminating its previously announced distribution of 20,000,000 shares of the
Company’s common stock to the shareholders of Coil Tubing as of February 13,
2009, the previously established record date for the distribution as set forth
in the Company’s Registration Statement on Form S-1 which was declared effective
by the Commission on February 17, 2009. Assuming Coil Tubing takes
steps to terminate the previously announced distribution of the Company’s common
stock, the Company will likely file a Form 15 with the Commission and terminate
its reporting requirements under the Act and the Securities Exchange Act of
1934, as amended (the “Exchange Act”), the result of which will be that the
Company will cease being a reporting company and the shareholders of Coil Tubing
will not receive any shares of the Company in the form of a
distribution. Coil Tubing is also currently contemplating filing a
Form 10 Registration Statement with the Commission pursuant to which Coil Tubing
will become a reporting company and be subject to Exchange Act reporting
requirements, with the ultimate goal of listing its common stock on the
Over-The-Counter Bulletin Board.
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SIGNATURES
Pursuant
to the requirement 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.
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COIL TUBING TECHNOLOGY HOLDINGS,
INC.
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/s/ Jerry Swinford
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Jerry
Swinford,
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Executive
Vice President
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March
25,
2010
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