-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HsbswTtE2p/5+fS5rzKr8oa8ZhvagxC0B4siddkxsIVK5Px74AWJQ5gYIKIZj1Bu 8drdEQrrW/H5gUz919/a5g== 0000919574-06-001992.txt : 20060503 0000919574-06-001992.hdr.sgml : 20060503 20060503171918 ACCESSION NUMBER: 0000919574-06-001992 CONFORMED SUBMISSION TYPE: F-3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060503 DATE AS OF CHANGE: 20060503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Seaventure Shipping LTD CENTRAL INDEX KEY: 0001361483 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-07 FILM NUMBER: 06804925 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Samsara Shipping CO LTD CENTRAL INDEX KEY: 0001361116 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-11 FILM NUMBER: 06804929 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MADRAS SHIPPING CO LTD CENTRAL INDEX KEY: 0001359916 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-29 FILM NUMBER: 06804947 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIDMAN MARITIME CO. CENTRAL INDEX KEY: 0001361201 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-33 FILM NUMBER: 06804951 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Iguana Shipping CO LTD CENTRAL INDEX KEY: 0001359999 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-38 FILM NUMBER: 06804956 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Helium Shipping Co Ltd. CENTRAL INDEX KEY: 0001360015 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-43 FILM NUMBER: 06804961 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Credit Facility Investment Inc. CENTRAL INDEX KEY: 0001360236 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-52 FILM NUMBER: 06804970 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Arleta Navigation CO LTD CENTRAL INDEX KEY: 0001361329 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-59 FILM NUMBER: 06804979 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Xanadu Shipholding One Inc. CENTRAL INDEX KEY: 0001361120 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-71 FILM NUMBER: 06804992 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERGE NAVIGATION LTD. CENTRAL INDEX KEY: 0001361195 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-75 FILM NUMBER: 06804999 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tolan Shipping CO LTD CENTRAL INDEX KEY: 0001361183 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-79 FILM NUMBER: 06805003 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sunlight Shipholding Two Inc. CENTRAL INDEX KEY: 0001361205 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-01 FILM NUMBER: 06804919 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: 30 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Silicon Shipholding Co. S.A. CENTRAL INDEX KEY: 0001361305 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-04 FILM NUMBER: 06804922 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Scorpio Shipholding One Inc. CENTRAL INDEX KEY: 0001361307 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-10 FILM NUMBER: 06804928 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPTIONAL REDEMPTION INVESTMENT INC. CENTRAL INDEX KEY: 0001359918 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-21 FILM NUMBER: 06804939 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOUVELLE SHIPHOLDING ONE INC. CENTRAL INDEX KEY: 0001359911 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-26 FILM NUMBER: 06804944 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lansat Shipping CO LTD CENTRAL INDEX KEY: 0001360003 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-34 FILM NUMBER: 06804952 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Joyce Shipping Corp. CENTRAL INDEX KEY: 0001361320 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-37 FILM NUMBER: 06804955 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hydrogen Shipholding Co S.A. CENTRAL INDEX KEY: 0001360226 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-42 FILM NUMBER: 06804960 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Celine Shipping CO LTD CENTRAL INDEX KEY: 0001361317 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-53 FILM NUMBER: 06804971 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARMANNO MARINE CO. CENTRAL INDEX KEY: 0001361193 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-58 FILM NUMBER: 06804978 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ariana Marine Ltd CENTRAL INDEX KEY: 0001361481 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-60 FILM NUMBER: 06804980 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Annapolis Shipping CO LTD CENTRAL INDEX KEY: 0001359990 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-64 FILM NUMBER: 06804984 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Amara Shipping CO CENTRAL INDEX KEY: 0001361319 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-66 FILM NUMBER: 06804986 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Xanadu Shipholding Two Inc. CENTRAL INDEX KEY: 0001361119 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-70 FILM NUMBER: 06804991 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELBY SHIPPING INC. CENTRAL INDEX KEY: 0001361088 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-72 FILM NUMBER: 06804993 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Scorpio Shipholding Two Inc. CENTRAL INDEX KEY: 0001361306 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-09 FILM NUMBER: 06804927 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Samsara Shipholding One Inc. CENTRAL INDEX KEY: 0001361336 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-13 FILM NUMBER: 06804931 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Onil Shipping CO LTD CENTRAL INDEX KEY: 0001361332 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-22 FILM NUMBER: 06804940 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUCIO SHIPHOLDING LTD. CENTRAL INDEX KEY: 0001361198 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-31 FILM NUMBER: 06804949 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lancat Shipping CO LTD CENTRAL INDEX KEY: 0001360002 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-35 FILM NUMBER: 06804953 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Shipholding Corp. CENTRAL INDEX KEY: 0001359988 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-45 FILM NUMBER: 06804963 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Earthly Shipholding Co. S.A. CENTRAL INDEX KEY: 0001359994 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-50 FILM NUMBER: 06804968 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Borsari Shipping CO LTD CENTRAL INDEX KEY: 0001361286 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-54 FILM NUMBER: 06804972 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ariadne Marine S.A. CENTRAL INDEX KEY: 0001361480 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-61 FILM NUMBER: 06804981 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zatac Shipping CO LTD CENTRAL INDEX KEY: 0001361118 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-69 FILM NUMBER: 06804990 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Toro Shipholding One Inc. CENTRAL INDEX KEY: 0001361190 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-78 FILM NUMBER: 06805002 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Thelma Shipping CO LTD CENTRAL INDEX KEY: 0001361117 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-80 FILM NUMBER: 06805004 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Skip Navigation Inc. CENTRAL INDEX KEY: 0001361358 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-03 FILM NUMBER: 06804921 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Samsara Shipholding Two Inc. CENTRAL INDEX KEY: 0001361337 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-12 FILM NUMBER: 06804930 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIMERA SHIPHOLDING TWO INC. CENTRAL INDEX KEY: 0001359902 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-15 FILM NUMBER: 06804933 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLIVIA SHIPHOLDING TWO INC. CENTRAL INDEX KEY: 0001359915 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-23 FILM NUMBER: 06804941 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Malvina Shipping CO LTD CENTRAL INDEX KEY: 0001361328 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-28 FILM NUMBER: 06804946 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Karmen Shipping CO LTD CENTRAL INDEX KEY: 0001361322 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-36 FILM NUMBER: 06804954 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Iguana Shipholding Two Inc. CENTRAL INDEX KEY: 0001359998 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-39 FILM NUMBER: 06804957 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Farat Shipping CO LTD CENTRAL INDEX KEY: 0001359996 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-47 FILM NUMBER: 06804965 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Blueberry Shipping CO LTD CENTRAL INDEX KEY: 0001359991 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-55 FILM NUMBER: 06804974 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARAGON SHIPHOLDING ONE INC. CENTRAL INDEX KEY: 0001359904 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-68 FILM NUMBER: 06804989 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Astarte Maritime S.A. CENTRAL INDEX KEY: 0001361359 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-56 FILM NUMBER: 06804975 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Silicon Shipping CO LTD CENTRAL INDEX KEY: 0001361334 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-05 FILM NUMBER: 06804923 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Toro Shipholding Two Inc. CENTRAL INDEX KEY: 0001361184 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-77 FILM NUMBER: 06805001 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sunlight Shipholding One Inc. CENTRAL INDEX KEY: 0001361357 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-02 FILM NUMBER: 06804920 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOUVELLE SHIPHOLDING TWO INC. CENTRAL INDEX KEY: 0001359912 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-25 FILM NUMBER: 06804943 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alma Shipholding Inc. CENTRAL INDEX KEY: 0001361318 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-67 FILM NUMBER: 06804987 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Taipan Shipholding Two Inc. CENTRAL INDEX KEY: 0001361204 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-81 FILM NUMBER: 06805005 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYERTON SHIPPING CO LTD CENTRAL INDEX KEY: 0001359903 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-14 FILM NUMBER: 06804932 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MADOR SHIPPING LTD. CENTRAL INDEX KEY: 0001361194 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-30 FILM NUMBER: 06804948 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARGANTE NAVIGATION CORP. CENTRAL INDEX KEY: 0001361192 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-62 FILM NUMBER: 06804982 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARAGON SHIPHOLDING TWO INC. CENTRAL INDEX KEY: 0001359905 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-18 FILM NUMBER: 06804936 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hydrogen Shipping Co Ltd. CENTRAL INDEX KEY: 0001360001 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-41 FILM NUMBER: 06804959 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Anemone Marine Co. CENTRAL INDEX KEY: 0001361321 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-65 FILM NUMBER: 06804985 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Taipan Shipholding One Inc. CENTRAL INDEX KEY: 0001361203 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-82 FILM NUMBER: 06805007 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Seaventure Holdings LTD CENTRAL INDEX KEY: 0001361482 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-08 FILM NUMBER: 06804926 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLIVIA SHIPHOLDING ONE INC. CENTRAL INDEX KEY: 0001359914 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-24 FILM NUMBER: 06804942 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Helium Shipholding Co S.A CENTRAL INDEX KEY: 0001360007 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-44 FILM NUMBER: 06804962 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Waterloo Navigation Ltd. CENTRAL INDEX KEY: 0001361121 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-74 FILM NUMBER: 06804996 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE CITY: AMAROUSSION, ATHENS STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIMERA SHIPHOLDING ONE INC. CENTRAL INDEX KEY: 0001359901 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-16 FILM NUMBER: 06804934 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ashby Shipmanagement Corp. CENTRAL INDEX KEY: 0001361360 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-57 FILM NUMBER: 06804977 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Selma Shipping CO LTD CENTRAL INDEX KEY: 0001361330 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-06 FILM NUMBER: 06804924 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Iguana Shipholding One Inc. CENTRAL INDEX KEY: 0001359997 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-40 FILM NUMBER: 06804958 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DryShips Inc. CENTRAL INDEX KEY: 0001308858 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482 FILM NUMBER: 06804988 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 011-30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NERIA SHIPMANAGEMENT INC. CENTRAL INDEX KEY: 0001361197 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-27 FILM NUMBER: 06804945 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wealth Management Inc. CENTRAL INDEX KEY: 0001361304 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-73 FILM NUMBER: 06804995 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXYGEN SHIPPING CO LTD. CENTRAL INDEX KEY: 0001359920 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-19 FILM NUMBER: 06804937 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEVINE NAVIGATION INC. CENTRAL INDEX KEY: 0001361200 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-51 FILM NUMBER: 06804969 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fago Shipping CO LTD CENTRAL INDEX KEY: 0001359995 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-48 FILM NUMBER: 06804966 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210-80-90-570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FABIANA NAVIGATION CO LTD CENTRAL INDEX KEY: 0001361199 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-49 FILM NUMBER: 06804967 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXYGEN SHIPHOLDING CO S.A. CENTRAL INDEX KEY: 0001359919 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-20 FILM NUMBER: 06804938 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARALDO MARINE LTD. CENTRAL INDEX KEY: 0001361191 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-63 FILM NUMBER: 06804983 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLATAN SHIPPING CO LTD CENTRAL INDEX KEY: 0001359906 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-17 FILM NUMBER: 06804935 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Felicia Navigation CO LTD CENTRAL INDEX KEY: 0001361331 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-46 FILM NUMBER: 06804964 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lothair Navigation CO CENTRAL INDEX KEY: 0001361335 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-32 FILM NUMBER: 06804950 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALENTE NAVIGATION CO. CENTRAL INDEX KEY: 0001361196 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-133482-76 FILM NUMBER: 06805000 BUSINESS ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: (30) 210 80 90 570 MAIL ADDRESS: STREET 1: 80 KIFFISSIAS AVENUE STREET 2: AMAROUSSION 15125 CITY: ATHENS STATE: J3 ZIP: 00000 F-3/A 1 d663610_f3-a.txt Registration Statement No. 333 - 133482 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------- FORM F-3/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------------- DRYSHIPS INC. (Exact name of registrant as specified in its charter) Republic of the Marshall Islands N/A (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) DryShips Inc. Seward & Kissel LLP 80 Kifissias Avenue Attention: Gary J. Wolfe, Esq. Amaroussion 15125 One Battery Park Plaza Athens, Greece New York, New York 10004 (30) 210 80 90 570 (212) 574-1200 (Address and telephone number of (Name, address and telephone Registrant's principal executive offices) number of agent for service) -------------------------------------- Copies to: Gary J. Wolfe, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574-1200 -------------------------------------- Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective as determined by market conditions and other factors. If only securities being registered on the Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective Registration Statement for the same offering. [_] If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [_] If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [_] CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Each Class Aggregate Aggregate Amount of of Securities Amount to be Price Per Offering Registration to be Registered Registered (1)(4) Share(2) Price (1) Fee - -------------------------------------------------------------------------------- Common Shares, par value $ 0.01 per share (3) - -------------------------------------------------------------------------------- Preferred Shares, par value $ 0.01 per share (3) - -------------------------------------------------------------------------------- Debt Securities (3)(4) - -------------------------------------------------------------------------------- Guarantees (5) - -------------------------------------------------------------------------------- Warrants (6) - -------------------------------------------------------------------------------- Purchase Contracts (7) - -------------------------------------------------------------------------------- Units (8) - -------------------------------------------------------------------------------- Total $150,000,000 100% $150,000,000 $16,050 - -------------------------------------------------------------------------------- (1) Such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in an aggregate initial public offering price for all securities of $150,000,000. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Pursuant to General Instruction II(C) of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. In no event will the aggregate offering price of all securities sold by DryShips Inc. pursuant to this registration statement exceed $150,000,000. (3) Also includes such indeterminate amount of debt securities and number of preferred shares and common shares as may be issued upon conversion of or in exchange for any other debt securities or preferred shares that provide for conversion or exchange into other securities. (4) If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $150,000,000. (5) The debt securities may be guaranteed pursuant to guarantees by the subsidiaries of DryShips Inc. No separate compensation will be received for the guarantees. Pursuant to Rule 457(n), no separate fees for the guarantees are payable. (6) There is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices. (7) There is being registered hereunder an indeterminate number of purchase contracts as may from time to time be sold at indeterminate prices. (8) There is being registered hereunder an indeterminate number of units as may from time to time be sold at indeterminate prices. Units may consist of any combination of the securities registered hereunder. - -------------------------------------------------------------------------------- The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. - --------------------------------------------------------------------------------
TABLE OF ADDITIONAL REGISTRANTS Primary IRS Employer Standard Exact Name of Registrant as Specified in Country of Identification Industrial Charter Incorporation No. Classification Helium Shipping Company Limited Malta N/A 4412 Hydrogen Shipping Company Limited Malta N/A 4412 Silicon Shipping Company Limited Malta N/A 4412 Oxygen Shipping Company Limited Malta N/A 4412 Annapolis Shipping Company Limited Malta N/A 4412 Blueberry Shipping Company Limited Malta N/A 4412 Lancat Shipping Company Limited Malta N/A 4412 Tolan Shipping Company Limited Malta N/A 4412 Malvina Shipping Company Limited Malta N/A 4412 Arleta Navigation Company Limited Malta N/A 4412 Selma Shipping Company Limited Malta N/A 4412 Royerton Shipping Company Limited Malta N/A 4412 Samsara Shipping Company Limited Malta N/A 4412 Lansat Shipping Company Limited Malta N/A 4412 Farat Shipping Company Limited Malta N/A 4412 Madras Shipping Company Limited Malta N/A 4412 Iguana Shipping Company Limited Malta N/A 4412 Borsari Shipping Company Limited Malta N/A 4412 Onil Shipping Company Limited Malta N/A 4412 Zatac Shipping Company Limited Malta N/A 4412 Fabiana Navigation Company Limited Malta N/A 4412 Fago Shipping Company Limited Malta N/A 4412 Felicia Navigation Company Limited Malta N/A 4412 Platan Shipping Company Limited Malta N/A 4412 Karmen Shipping Company Limited Liberia N/A 4412 Thelma Shipping Co. Ltd Malta N/A 4412 Celine Shipping Company Limited Liberia N/A 4412 Helium Shipholding Co. S.A. Liberia N/A 4412 Earthly Shipholding Co. S.A. Liberia N/A 4412 Hydrogen Shipholding Co. S.A. Liberia N/A 4412 Silicon Shipholding Co. S.A. Liberia N/A 4412 Oxygen Shipholding Co. S.A. Liberia N/A 4412 Optional Redemption Investment Inc. Liberia N/A 4412 Credit Facility Investments Inc. Liberia N/A 4412 Skip Navigation Inc. Liberia N/A 4412 Waterloo Navigation Ltd. Liberia N/A 4412 First Shipholding Corp. Marshall Islands N/A 4412 Nouvelle Shipholding One Inc. Marshall Islands N/A 4412 Nouvelle Shipholding Two Inc. Marshall Islands N/A 4412 Scorpio Shipholding One Inc. Marshall Islands N/A 4412 Scorpio Shipholding Two Inc. Marshall Islands N/A 4412 Araldo Marine Ltd. Marshall Islands N/A 4412 Welby Shipping Inc. Marshall Islands N/A 4412 Anemone Marine Co. Marshall Islands N/A 4412 Ariana Marine Ltd. Marshall Islands N/A 4412 Lucio Shipholding Ltd. Marshall Islands N/A 4412 Valente Navigation Co. Marshall Islands N/A 4412 Xanadu Shipholding One Inc. Marshall Islands N/A 4412 Xanadu Shipholding Two Inc. Marshall Islands N/A 4412 Samsara Shipholding One Inc. Marshall Islands N/A 4412 Samsara Shipholding Two Inc. Marshall Islands N/A 4412 Paragon Shipholding One Inc. Marshall Islands N/A 4412 Paragon Shipholding Two Inc. Marshall Islands N/A 4412 Toro Shipholding One Inc. Marshall Islands N/A 4412 Toro Shipholding Two Inc. Marshall Islands N/A 4412 Primera Shipholding One Inc. Marshall Islands N/A 4412 Primera Shipholding Two Inc. Marshall Islands N/A 4412 Iguana Shipholding One Inc. Marshall Islands N/A 4412 Iguana Shipholding Two Inc. Marshall Islands N/A 4412 Lidman Maritime Co. Marshall Islands N/A 4412 Armanno Marine Co. Marshall Islands N/A 4412 Astarte Maritime S.A. Marshall Islands N/A 4412 Ashby Shipmanagement Corp. Marshall Islands N/A 4412 Sunlight Shipholding One Inc. Marshall Islands N/A 4412 Sunlight Shipholding Two Inc. Marshall Islands N/A 4412 Devine Navigation Inc. Marshall Islands N/A 4412 Ariadne Marine S.A. Marshall Islands N/A 4412 Olivia Shipholding One Inc. Marshall Islands N/A 4412 Olivia Shipholding Two Inc. Marshall Islands N/A 4412 Neria Shipmanagement Inc. Marshall Islands N/A 4412 Argante Navigation Corp. Marshall Islands N/A 4412 Taipan Shipholding One Inc. Marshall Islands N/A 4412 Taipan Shipholding Two Inc. Marshall Islands N/A 4412 Mador Shipping Ltd. Marshall Islands N/A 4412 Lothair Navigation Company Marshall Islands N/A 4412 Verge Navigation Ltd. Marshall Islands N/A 4412 Joyce Shipping Corp. Marshall Islands N/A 4412 Amara Shipping Company Marshall Islands N/A 4412 Alma Shipholding Inc. Marshall Islands N/A 4412 Wealth Management Inc. Marshall Islands N/A 4412 Seaventure Holdings Limited Marshall Islands N/A 4412 Seaventure Shipping Limited Marshall Islands N/A 4412
Subject to completion, dated May 2, 2006 $150,000,000 DRYSHIPS INC. [DRYSHIPS LOGO] Through this prospectus, we may periodically offer: (1) our common stock, (2) our preferred shares, (3) our debt securities, which may be guaranteed by one or more of our subsidiaries, (4) our warrants, (5) our purchase contracts, and (6) our units. The aggregate offering price of all securities issued under this prospectus may not exceed $150,000,000. The prices and other terms of the securities that we will offer will be determined at the time of their offering and will be described in a supplement to this prospectus. Our common shares are currently quoted on The Nasdaq National Market under the symbol "DRYS." The securities issued under this prospectus may be offered directly or through underwriters, agents or dealers. The names of any underwriters, agents or dealers will be included in a supplement to this prospectus. An investment in these securities involves risks. See the section entitled "Risk Factors" beginning on page . Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2006 - -------------------------------------------------------------------------------- The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page PROSPECTUS SUMMARY...........................................................1 RISK FACTORS.................................................................5 USE OF PROCEEDS.............................................................14 RATIO OF EARNINGS TO FIXED CHARGES..........................................16 CAPITALIZATION..............................................................17 PLAN OF DISTRIBUTION........................................................18 ENFORCEMENT OF CIVIL LIABILITIES............................................20 DESCRIPTION OF CAPITAL STOCK................................................21 DESCRIPTION OF PREFERRED SHARES.............................................23 DESCRIPTION OF WARRANTS.....................................................24 DESCRIPTION OF DEBT SECURITIES..............................................25 DESCRIPTION OF PURCHASE CONTRACTS...........................................34 DESCRIPTION OF UNITS........................................................35 EXPENSES....................................................................35 LEGAL MATTERS...............................................................35 EXPERTS.....................................................................36 WHERE YOU CAN FIND ADDITIONAL INFORMATION...................................36 Unless otherwise indicated, all dollar references in this prospectus are to U.S. dollars and financial information presented in this prospectus that is derived from financial statements incorporated by reference is prepared in accordance with accounting principles generally accepted in the United States. This prospectus is part of a registration statement we filed with the Securities Exchange Commission, or Commission, using a shelf registration process. Under the shelf registration process, we may sell the common shares, preferred shares, debt securities (and related guarantees), warrants, purchase contracts and units described in this prospectus in one or more offerings up to a total dollar amount of $150,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the offered securities. The prospectus supplement may also add, update or change the information contained in this prospectus. You should read carefully both this prospectus and any prospectus supplement, together with the additional information described below. This prospectus does not contain all the information provided in the registration statement we filed with the Commission. For further information about us or the securities offered hereby, you should refer to that registration statement, which you can obtain from the Commission as described below under "Where You Can Find More Information". This section summarizes some of the information that is contained later in this prospectus or in other documents incorporated by reference into this prospectus. As an investor or prospective investor, you should review carefully the risk factors and the more detailed information that appears later in this prospectus or is contained in the documents that we incorporate by reference into this prospectus. PROSPECTUS SUMMARY Unless the context otherwise requires, as used in this prospectus, the terms "Company," "we," "us," and "our" refer to DryShips Inc. and all of its subsidiaries, and "DryShips Inc." refers only to DryShips Inc. and not to its subsidiaries. We use the term deadweight, or dwt, in describing the size of vessels. Dwt, expressed in metric tons each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Our Company We are a Marshall Islands corporation with our principal executive offices in Athens, Greece. We were incorporated in September 2004. We own and operate, through our subsidiaries, 27 drybulk carriers, 21 of which we acquired following our initial public offering in February 2005. Since our inception in 2004, we have increased the size and carrying capacity of our fleet from six vessels and approximately 514,890 dwt to 27 vessels of approximately 2,264,225 dwt. On February 3, 2005, our common stock began trading on The Nasdaq National Market under the symbol "DRYS" in connection with our initial public offering. The net proceeds of our initial public offering, which were approximately $251.3 million, were used to finance the acquisition of 21 vessels, consisting of three Capesize drybulk carriers, 16 Panamax drybulk carriers and two Handymax drybulk carriers. The total cost of these acquisitions was approximately $847.6 million. Our fleet of 27 vessels consists of four Capesize drybulk carriers, 21 Panamax drybulk carriers and two Handymax drybulk carriers. One of our Panamax vessels is a combination carrier that is capable of carrying drybulk cargo or crude oil and oil products. We refer to our Panamax combination carrier as a drybulk carrier. Our fleet principally carries a variety of drybulk commodities including major bulks such as coal, iron ore, and grains, and minor bulks such as bauxite, phosphate, fertilizers and steel products. The average age of the vessels in our fleet is ten years. We employ our vessels in the spot charter market, under period time charters and in drybulk carrier pools. Ten of the Panamax drybulk carriers and one Handymax drybulk carrier in our fleet are currently operated in a Panamax drybulk carrier pool. Pools have the size and scope to combine spot market voyages, time charters and contracts of affreightment with freight forward agreements for hedging purposes and to perform more efficient vessel scheduling thereby increasing fleet utilization. Eleven of our vessels are currently on time charter. All of our vessels are managed by Cardiff Marine Inc., or Cardiff, a Liberian corporation with offices in Greece. We are under common control with Cardiff. As of March 1, 2006, our fleet is comprised of the following vessels: Name Type Dwt Year - ---- ---- --- ---- Manasota Capesize Bulk Carrier 171,061 2004 Alameda Capesize Bulk Carrier 170,662 2001 Shibumi Capesize Bulk Carrier 166,058 1984 Netadola Capesize Bulk Carrier 149,475 1993 Conrad Oldendorff Panamax Bulk Carrier 76,623 2002 Coronado Panamax Bulk Carrier 75,706 2000 Waikiki Panamax Bulk Carrier 75,473 1995 Linda Oldendorff Panamax Bulk Carrier 75,100 1995 Sonoma Panamax Bulk Carrier 74,786 2001 Catalina Panamax Bulk Carrier 74,432 2005 Ocean Crystal Panamax Bulk Carrier 73,688 1999 Belmonte Panamax Bulk Carrier 73,601 2004 Toro Panamax Bulk Carrier 73,034 1995 Xanadu Panamax Bulk Carrier 72,270 1999 La Jolla Panamax Bulk Carrier 72,126 1997 Lacerta Panamax Bulk Carrier 71,862 1994 Panormos Panamax Bulk Carrier 71,747 1995 Paragon Panamax Bulk Carrier 71,250 1995 Iguana Panamax Bulk Carrier 70,349 1996 Daytona Panamax Bulk Carrier 69,703 1989 Lanikai Panamax Bulk Carrier 68,676 1988 Tonga Panamax Bulk Carrier 66,798 1984 Flecha Panamax Bulk Carrier 65,081 1982 Striggla Panamax Bulk Carrier 64,747 1982 Alona Handymax Bulk Carrier 48,040 2002 Matira Handymax Bulk Carrier 45,863 1994 Mostoles Panamax OBO 75,395 1981 Our Business Strategy We focus our business strategy on providing reliable seaborne transportation services for drybulk cargoes at a competitive cost. We believe we can achieve our business objectives and increase shareholder value through our business strategy. The elements of our business strategy consist of: o Fleet Expansion Through Second Hand Vessel Acquisitions. We intend to grow our fleet through timely and selective acquisitions of drybulk carriers. We will seek to identify potential second hand vessel acquisition candidates among all size categories of drybulk carriers in order to gain a worldwide presence in the drybulk carrier market with a fleet capable of servicing virtually all major ports and routes used for the seaborne transportation of key commodities and raw materials. We believe that second-hand vessels when operated in a cost efficient manner provide better value to shareholders as compared to more expensive newbuilding vessels. We therefore expect to maintain an average fleet age of between 10 to 20 years. o Diversified Fleet Profile. We intend to develop a diversified fleet of drybulk carriers in all size categories: Capesize, Panamax, Handymax and Handysize. Larger drybulk carriers, such as Capesize and Panamax vessels, have historically experienced a greater degree of freight rate volatility, while smaller drybulk carriers, such as Handymax and Handysize vessels, enjoy greater charter rate stability. Furthermore, a diversified drybulk carrier fleet will enable us to serve our customers in both major and minor bulk trades. Our vessels are able to trade worldwide in a multitude of trade routes carrying a wide range of cargoes for a number of industries. Capesize and Panamax drybulk carriers carry predominantly coal and iron ore for energy and steel production as well as grain for feedstocks. Handymax and Handysize drybulk carriers carry iron and steel products, fertilizers, minerals, forest products, ores, bauxite, alumina, cement and other construction materials. These raw materials and products are used as production inputs in a number of industries. We will transport these various cargoes on several geographical routes thereby reducing our dependency on any one cargo, trade route or industry and maximizing fleet utilization. o Combined Fleet Employment. As we expand our fleet of drybulk carriers, we will actively and strategically employ our fleet between spot charters, which generally last for periods of ten days to four months, and fixed employment contracts, including time or bareboat charters, which can last up to several years. We will also continue to participate in drybulk carrier pools. Drybulk carriers operating in the spot market may generate increased or decreased profit margins during periods of improvement or deterioration in freight (or charter) rates, while drybulk carriers operating on fixed employment contracts provide more predictable cash flows. We may also enter into freight forward agreements in order to hedge our exposure to market volatility. Corporate Structure Subsequent to our formation in September 2004, we issued 15,400,000 shares of our common stock to the Entrepreneurial Spirit Foundation, or the Foundation, as consideration for the contribution to us of all of the issued and outstanding capital stock of six of our subsidiaries. These subsidiaries own six vessels in our fleet, namely Shibumi, Flecha, Striggla, Mostoles, Panormos and Lacerta. Prior to our initial public offering, the Foundation transferred 2,772,000 shares to Advice Investments S.A. and 1,848,000 shares to Magic Management Inc. In February 2005, we issued 14,950,000 shares of common stock in connection with our initial public offering. On February 14, 2006, the Foundation transferred its shares to its wholly-owned subsidiary, Elios Investments Inc., a corporation organized under the laws of the Republic of the Marshall Islands ("Elios Investments"). Mr. Economou, our Chairman and Chief Executive Officer, has been active in shipping since 1976 and formed Cardiff in 1991. Cardiff is responsible for all technical and commercial management functions of our fleet. We believe that Cardiff has established a reputation in the international drybulk shipping industry for operating and maintaining a fleet with high standards of performance, reliability and safety. We are under common control with Cardiff. Cardiff is controlled by the Foundation, which in turn, is controlled by Mr. Economou. Cardiff provides comprehensive ship management services including technical supervision, such as repairs, maintenance and inspections, safety and quality, crewing and training, as well as supply provisioning. Cardiff's commercial management services include operations, chartering, sale and purchase, post-fixture administration, accounting, freight invoicing and insurance consulting. In addition, under the management agreement with Cardiff, Drybulk S.A., a related party Liberian corporation also under common control with the Company, acts as the charter and sales and purchase broker for the Company. Cardiff completed early implementation of the International Maritime Organization's, or IMO, International Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code, in 1996. Cardiff has obtained documents of compliance for its office and safety management certificates for its vessels as required by the ISM Code and has been ISO 14001 certified since 2003, in recognition of its commitment to overall quality. We maintain our principal executive offices at 80 Kifissias Avenue, Amaroussion 15125, Athens, Greece. Our telephone number at that address is (011) (30) (210) 809 0570. We also maintain an office at One Stamford Landing, Suite 214, 62 Southfield Avenue, Stamford, Connecticut 06902. Our telephone number at that address is (203) 487-3391. The Securities We May Offer We may use this prospectus to offer up to $150,000,000 of our: o common stock, o preferred shares, o debt securities, which may be guaranteed by one or more of our subsidiaries, o warrants, o purchase contracts, and o units. Our debt securities may be guaranteed pursuant to guarantees by our subsidiaries. A prospectus supplement will describe the specific types, amounts, prices, and detailed terms of any of these offered securities and may describe certain risks in addition to those set forth below associated with an investment in the securities. Terms used in the prospectus supplement will have the meanings described in this prospectus, unless otherwise specified. RISK FACTORS You should consider carefully the following factors, as well as the other information set forth in this prospectus, before making an investment decision. You should also consider carefully the risks set forth under the heading "Risk Factors" in any prospectus supplement before investing in the securities offered thereby. Some of the following risks relate principally to the industry in which we operate and our business in general. Other risks relate principally to the securities market and ownership of our stock. Any of the risk factors could significantly and negatively affect our business, financial condition or operating results and the trading price of our stock. You could lose all or part of your investment. Industry Specific Risk Factors Charterhire rates for drybulk carriers are volatile, which may adversely affect our earnings. The drybulk shipping industry is cyclical with attendant volatility in charterhire rates and profitability. The degree of charterhire rate volatility among different types of drybulk carriers has varied widely. Because we generally charter our vessels pursuant to short-term time or spot charters, we are exposed to changes in spot market rates for drybulk carriers and such changes may affect our earnings and the value of our drybulk carriers at any given time. We cannot assure that we will be able to successfully charter our vessels in the future at rates sufficient to allow us to meet our financial obligations or to pay dividends to our stockholders. Because the factors affecting the supply and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in industry conditions are also unpredictable. Factors that influence demand for vessel capacity include: o demand for and production of drybulk products; o global and regional economic conditions; o the distance dry bulk is to be moved by sea; and o changes in seaborne and other transportation patterns. The factors that influence the supply of vessel capacity include: o the number of newbuilding deliveries; o the scrapping rate of older vessels; o vessel casualties; and o the number of vessels that are out of service. We anticipate that the future demand for our drybulk carriers will be dependent upon continued economic growth in the world's economies, including China, seasonal and regional changes in demand, changes in the capacity of the global drybulk carrier fleet and the sources and supply of drybulk cargo to be transported by sea. The capacity of the global drybulk carrier fleet seems likely to increase and there can be no assurance that economic growth will continue. Adverse economic, political, social or other developments could have a material adverse effect on our business and operating results. The market values of our vessels may decrease, which could limit the amount of funds that we can borrow under our credit facilities. The fair market values of our vessels have generally experienced high volatility. You should expect the market value of our vessels to fluctuate depending on general economic and market conditions affecting the shipping industry and prevailing charterhire rates, competition from other shipping companies and other modes of transportation, types, sizes and age of vessels, applicable governmental regulations and the cost of newbuildings. If the market value of our fleet declines we may not be able to obtain other financing or incur debt in the future on terms that are acceptable to us or at all. The market values of our vessels may decrease, which could cause us to breach covenants in our credit facilities and adversely affect our results of operations, financial condition and our ability to pay dividends. If the market values of our vessels decrease, we may breach some of the covenants contained in the financing agreements relating to our indebtedness, including covenants in our credit facilities. If we do breach such covenants and we are unable to remedy the relevant breach, our lenders could accelerate our debt and foreclose on our fleet. In addition, if the book value of a vessel is impaired due to unfavorable market conditions or a vessel is sold at a price below its book value, we would incur a loss that would adversely affect our financial condition and could adversely affect our ability to pay dividends. Terrorist attacks and international hostilities could affect our results of operations and financial condition. Terrorist attacks such as the attacks on the United States on September 11, 2001, and the continuing response of the United States to these attacks, as well as the threat of future terrorist attacks, continue to cause uncertainty in the world financial markets and may affect our business, financial condition and results of operations. The war in Iraq may lead to additional acts of terrorism, regional conflict and other armed conflict around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea. Terrorist attacks, such as the October 2002 attack on the VLCC Limburg, a vessel not related to us, may in the future also negatively affect our operations and financial condition and directly impact our vessels or our customers. Future terrorist attacks could result in increased volatility of the financial markets in the United States and globally and could result in an economic recession affecting the United States or the entire world. Any of these occurrences could have a material adverse impact on our revenues and costs. Our revenues are subject to seasonal fluctuations, which may lead to volatility in our operating results and limit the amount of available cash with which we can pay dividends. We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charterhire rates. This seasonality may result in quarter-to-quarter volatility in our operating results, which could affect the amount of dividends that we pay to our stockholders from quarter to quarter. The drybulk carrier market is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. As a result, our revenues have historically been weaker during the fiscal quarters ended June 30 and September 30, and, conversely, our revenues have historically been stronger in fiscal quarters ended December 31 and March 31. This seasonality could materially affect our operating results and cash available for distribution to our stockholders as dividends in the future. Rising fuel prices may adversely affect our profits. Fuel is a significant, if not the largest, expense in our shipping operations when vessels are not under period charter. Changes in the price of fuel may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Further, fuel may become much more expensive in the future, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail. We are subject to international safety regulations and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports. The operation of our vessels is affected by the requirements set forth in the International Maritime Organization's International Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code. The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The failure of a ship owner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. All of our vessels are currently in compliance with the ISM Code. Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow. Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a claimant may seek to obtain security for its claim by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of money to have the arrest or attachment lifted. In addition, in some jurisdictions, such as South Africa, under the "sister ship" theory of liability, a claimant may arrest both the vessel which is subject to the claimant's maritime lien and any "associated" vessel, which is any vessel owned or controlled by the same owner. Claimants could attempt to assert "sister ship" liability against one vessel in our fleet for claims relating to another of our vessels. Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings. A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and becomes her owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at charter rates dictated by that government. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our revenues and reduce the amount of cash we have available for distribution as dividends to our stockholders. Company Specific Risk Factors We are dependent on short-term time or spot charters in a volatile shipping industry and a decline in charterhire rates would affect our results of operations and ability to pay dividends. We charter our vessels primarily pursuant to short-term time or spot charters. Although dependence on short-term time or spot charters is not unusual in the dry bulk shipping industry, the short-term time or spot charter market is highly competitive and spot market charterhire rates (which affect time charter rates) may fluctuate significantly based upon available charters and the supply of, and demand for, seaborne shipping capacity. While our focus on the short-term time or spot charter market may enable us to benefit in periods of increasing charterhire rates, we must consistently renew our charters and this dependence makes us vulnerable to declining charter rates. Drybulk carrier charter rates are volatile, and in the past short-term time charter and spot market charter rates for drybulk carriers have declined below operating costs of vessels. We cannot assure you that future charterhire rates will enable us to operate our vessels profitably or pay dividends. We depend entirely on Cardiff to manage and charter our fleet. We have only two employees, our Chief Executive Officer and our Chief Financial Officer, and currently have no plans to hire additional employees. We subcontract the commercial and technical management of our fleet, including crewing, maintenance and repair to Cardiff Marine Inc., an affiliated company with which we are under common control, and the loss of Cardiff's services or its failure to perform its obligations to us could materially and adversely affect the results of our operations. Although we may have rights against Cardiff if it defaults on its obligations to us, you will have no recourse against Cardiff. Further, we are required to seek approval from our lenders to change our manager. Cardiff is a privately held company and there is little or no publicly available information about it. The ability of Cardiff to continue providing services for our benefit will depend in part on its own financial strength. Circumstances beyond our control could impair Cardiff's financial strength, and because it is privately held it is unlikely that information about its financial strength would become public unless Cardiff began to default on its obligations. As a result, an investor in our shares might have little advance warning of problems affecting Cardiff, even though these problems could have a material adverse effect on us. Our Chairman and Chief Executive Officer has affiliations with Cardiff which could create conflicts of interest. Our majority shareholder is controlled by Mr. George Economou who controls a company that owns 35.5% of us and a foundation that owns 70% of Cardiff. Mr. Economou is also our Chairman and Chief Executive Officer, and a director of our company. These responsibilities and relationships could create conflicts of interest between us, on the one hand, and Cardiff, on the other hand. These conflicts may arise in connection with the chartering, purchase, sale and operations of the vessels in our fleet versus drybulk carriers managed by other companies affiliated with Cardiff and Mr. Economou. In particular, Cardiff may give preferential treatment to vessels that are beneficially owned by related parties because Mr. Economou and members of his family may receive greater economic benefits. Companies affiliated with Cardiff own and may acquire vessels that compete with our fleet. McCallister Shipping S.A., Calypso Marine Corp. and Glorious Marine Co. Ltd. are companies affiliated with Cardiff that each owns a Capesize drybulk carrier. The three vessels owned by those companies, or the Bareboat Charter Vessels, are currently employed under bareboat charters that end in the period from May 2006 to September 2007. Subject to the obligations of Mr. Economou set forth in a letter agreement between him and the Company to use commercially reasonable efforts to cause the sale of the Bareboat Charter Vessels, and to give us a right of first refusal to acquire them, when the Bareboat Charter Vessels are redelivered to the owners, they may be managed by Cardiff in competition with our fleet. In addition, Cardiff affiliates may acquire additional drybulk carriers in the future, subject to a right of first refusal that Mr. Economou has granted to us in this letter agreement. Also Panatrade Shipping and Management S.A., a company affiliated with Cardiff owns a Capesize drybulk carrier. These vessels could be in competition with our fleet and Cardiff and other companies affiliated with Cardiff might be faced with conflicts of interest with respect to their own interests and their obligations to us. We cannot assure you that our board of directors will declare dividends. Our current dividend policy is to declare quarterly distributions to stockholders of $0.20 per share by each January, April, July and October. The payment of dividends will be subject at all times to the discretion of our board of directors. The timing and amount of dividends will depend on our earnings, financial condition, cash requirements and availability, restrictions in our loan agreements, the provisions of Marshall Islands law affecting the payment of dividends and other factors. Marshall Islands laws generally prohibit the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent upon the payment of such dividends. We may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends, including as a result of the risks described in this prospectus. Our growth strategy contemplates that we will finance the acquisition of additional vessels through a combination of debt and equity financing on terms acceptable to us. If financing is not available to us on acceptable terms, our board of directors may determine to finance or refinance acquisitions with cash from operations, which would reduce or even eliminate the amount of cash available for the payment of dividends. We can give no assurance that dividends will be paid in accordance with our dividend policy or at all. We may have difficulty managing our planned growth properly. We intend to continue to grow our fleet. Our growth will depend on: o locating and acquiring suitable vessels; o identifying and consummating acquisitions or joint ventures; o integrating any acquired business successfully with our existing operations; o enhancing our customer base; o managing expansion; and o obtaining required financing. Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. We cannot give any assurance that we will be successful in executing our growth plans or that we will not incur significant expenses and losses in connection therewith. Our credit facilities impose operating and financial restrictions on us. These restrictions limit our ability to, among other things: o pay dividends or make capital expenditures if we do not repay amounts drawn under the credit facilities, if there is a default under the credit facilities or if the payment of the dividend or capital expenditure would result in a default or breach of a loan covenant; o incur additional indebtedness, including through the issuance of guarantees; o change the flag, class or management of our vessels; o create liens on our assets; o sell our vessels; o enter into a time charter or consecutive voyage charters that have a term that exceeds, or which by virtue of any optional extensions may exceed, thirteen months; o merge or consolidate with, or transfer all or substantially all our assets to, another person; and o enter into a new line of business. Therefore, we will have to seek permission from our lenders in order to engage in some corporate actions. Our lenders' interests may be different from ours and yours, and we cannot guarantee that we will be able to obtain our lenders' permission when needed. This may limit our ability to pay dividends to you, finance our future operations, make acquisitions or pursue business opportunities. Our loan agreements may prohibit or impose certain conditions on the payment of dividends. Under our new credit facility we are restricted in our payments of dividends. During 2006 dividend payments may not exceed $18.0 million; however we may request our lender's consent for additional dividend payments. Thereafter dividend payments are not to exceed 50% of net income as evidenced by the relevant annual audited financial statements. Purchasing and operating secondhand vessels may result in increased operating costs and reduced fleet utilization. While we have the right to inspect previously owned vessels prior to our purchase of them, such an inspection does not provide us with the same knowledge about their condition that we would have if these vessels had been built for and operated exclusively by us. Generally, we do not receive the benefit of warranties on secondhand vessels. A secondhand vessel may have conditions or defects that were not known to us when we purchased the vessel and which may require us to make costly repairs to the vessel. These repairs may require us to put a vessel into dry-dock which would reduce our fleet utilization. In the highly competitive international shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources. We employ our vessels in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than we do. Competition for the transportation of dry bulk cargo by sea is intense and depends on price, location, size, age, condition and the acceptability of the vessel and its operators to the charterers. Due in part to the highly fragmented market, competitors with greater resources could enter the dry bulk shipping industry and operate larger fleets through consolidations or acquisitions and may be able to offer lower charter rates and higher quality vessels than we are able to offer. We may be unable to attract and retain key management personnel and other employees in the shipping industry, which may negatively impact the effectiveness of our management and results of operations. Our success depends to a significant extent upon the abilities and efforts of our management team and our ability to hire and retain key members of our management team. The loss of any of these individuals, difficulty in hiring and retaining personnel could adversely affect our business prospects, financial condition and results of operations. We have entered into employment contracts with our Chairman and Chief Executive Officer, George Economou, and our Chief Financial Officer, Christopher Thomas. We do not currently, nor do we intend to, maintain "key man" life insurance on any of our officers. Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and stock price. The operation of ocean-going vessels carries inherent risks. These risks include the possibility of: o marine disaster; o environmental accidents; o cargo and property losses or damage; o business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions; and o piracy. Any of these circumstances or events could increase our costs or lower our revenues. The involvement of our vessels in an environmental disaster may harm our reputation as a safe and reliable vessel owner and operator. The shipping industry has inherent operational risks that may not be adequately covered by our insurance. We procure insurance for our fleet against risks commonly insured against by vessel owners and operators. Our current insurance includes hull and machinery insurance, war risks insurance and protection and indemnity insurance (which include environmental damage and pollution insurance). We can give no assurance that we are adequately insured against all risks or that our insurers will pay a particular claim. Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement vessel in the event of a loss. Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet. We may also be subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability. Our insurance policies also contain deductibles, limitations and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs. The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings. In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As of December 31, 2005, the twenty seven vessels in our operating fleet had an average age of 11 years. As our fleet ages, we will incur increased costs. Older vessels are typically less fuel efficient and more costly to maintain than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations and safety or other equipment standards related to the age of vessels may also require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which our vessels may engage. We cannot assure you that, as our vessels age, market conditions will justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives. We may have to pay tax on United States source income, which would reduce our earnings. Under the United States Internal Revenue Code of 1986, or the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States is characterized as United States source shipping income and such income is subject to a 4% United States federal income tax without allowance for any deductions, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder in August of 2003 and effective for calendar year taxpayers such as us on January 1, 2005. For the fiscal year 2005, the Company qualified for the exemption from U.S. tax on its international shipping operation based on its satisfaction of the country of organization test and the Publicly Traded Test, in each case in accordance with the applicable regulations. If we or our subsidiaries are not entitled to this exemption under Section 883 for any taxable year, we or our subsidiaries would be subject for those years to a 4% United States federal income tax on our U.S.-source shipping income. The imposition of this taxation could have a negative effect on our business and would result in decreased earnings available for distribution to our shareholders. For the 2005 taxable year, we estimate that our maximum United States federal income tax liability would be $0.5 million if we were to be subject to this taxation. Our vessels may suffer damage and we may face unexpected drydocking costs, which could adversely affect our cash flow and financial condition. If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. The loss of earnings while our vessels are being repaired and repositioned, as well as the actual cost of these repairs, would decrease our earnings and reduce the amount of cash that we have available for dividends. We may not have insurance that is sufficient to cover all or any of these costs or losses and may have to pay drydocking costs not covered by our insurance. We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments. We are a holding company and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, our board of directors may exercise its discretion not to declare or pay dividends. We do not intend to obtain funds from other sources to pay dividends. As we expand our business, we may need to improve our operating and financial systems and will need to recruit suitable employees and crew for our vessels. Our current operating and financial systems may not be adequate as we implement our plan to expand the size of our fleet and our attempts to improve those systems may be ineffective. In addition, as we expand our fleet, we will need to recruit suitable additional seafarers and shore side administrative and management personnel. While we have not experienced any difficulty in recruiting to date, we cannot guarantee that we will be able to continue to hire suitable employees as we expand our fleet. If we or our crewing agent encounters business or financial difficulties, we may not be able to adequately staff our vessels. If we are unable to grow our financial and operating systems or to recruit suitable employees as we expand our fleet, our financial performance may be adversely affected and, among other things, the amount of cash available for distribution as dividends to our stockholders may be reduced. To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. Our ability to make payments on and to refinance our indebtedness, including the principal, premium, if any, interest or other amounts due on any debt securities that we may issue, and to fund our operations, will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated business opportunities will be realized on schedule or at all or that future borrowings will be available to us in amounts sufficient to enable us to service our indebtedness, including the principal, premium, if any, interest or other amounts due on any debt securities that we may issue, or to fund our other liquidity needs. If we cannot service our debt, we will have to take actions such as reducing or delaying capital investments, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We cannot assure you that any of these remedies could, if necessary, be effected on commercially reasonable terms, or at all. In addition, the indenture governing any debt securities that we may issue and our loan agreements may restrict us from adopting any of these alternatives. Because of these and other factors beyond our control, we may be unable to service our indebtedness. USE OF PROCEEDS Unless we specify otherwise in any prospectus supplement, we will use the net proceeds from the sale of securities offered by this prospectus for capital expenditures, repayment of indebtedness, working capital, to make vessel acquisitions and for general corporate purposes. CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS This document includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as "forward-looking statements." We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. All statements in this document that are not statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, such matters as: o future operating or financial results; o statements about planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking and insurance costs; o statements about drybulk shipping market trends, including charter rates and factors affecting supply and demand; o our ability to obtain additional financing; o expectations regarding the availability of vessel acquisitions; and o anticipated developments with respect to pending litigation. The forward-looking statements in this document are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although DryShips Inc. believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, DryShips Inc. cannot assure you that it will achieve or accomplish these expectations, beliefs or projections described in the forward looking statements contained in this report. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including changes in charter rates and vessel values, failure of a seller to deliver one or more vessels, failure of a buyer to accept delivery of a vessel, inability to procure acquisition financing, default by one or more charterers of our ships, changes in demand for drybulk commodities, changes in demand that may affect attitudes of time charterers, scheduled and unscheduled drydocking, changes in DryShips Inc.'s voyage and operating expenses, including bunker prices, dry-docking and insurance costs, changes in governmental rules and regulations, potential liability from pending or future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents, international hostilities and political events or acts by terrorists. When used in this document, the words "anticipate," "estimate," "project," "forecast," "plan," "potential," "will," "may," "should," and "expect" reflect forward-looking statements. RATIO OF EARNINGS TO FIXED CHARGES Effective November 1, 2004, we changed our fiscal reporting year-end from October 31st to December 31st. The following table sets forth our unaudited ratio of earnings to fixed charges for the fiscal years ended October 31, 2001, 2002, 2003 and 2004, the two-month period ended December 31, 2004 and the fiscal year ended December 31, 2005 (1).
2-month period Year Ended Ended Year Ended October 31, December December 2001 2002 2003 2004 31, 2004 31, 2005 -------- --------- --------- --------- ------------ ------------- (in thousands of US dollars) Earnings Net Income (loss).................... $ 5,835 $ (611) $ 7,189 $ 39,113 $ 10,713 $ 111,017 Add: Fixed charges................... 2,001 951 896 1,410 368 20,341 -------- -------- ------- -------- -------- ---------- Total Earnings....................... $ 7,836 $ 340 $ 8,085 $ 40,523 $ 11,081 $ 131,358 ======== ======= ======= ======== ======== ========== Fixed Charges Interest expense..................... 1,967 913 758 1,278 257 19,797 Amortization and write-off of capitalized expenses relating to 34 38 138 132 111 544 indebtedness.......................... -------- -------- ------- -------- -------- ---------- Total Fixed Charges.................. $ 2,001 $ 951 $ 896 $ 1,410 $ 368 $ 20,341 ======== ======= ======= ======== ======== ========== Ratio of Earnings to Fixed Charges 3.9x 0.4x 9.0x 28.7x 30.1x 6.5x Dollar Amount of Deficiency in Earnings to Fixed Charges n/a $ 611 n/a n/a n/a n/a (1) We have not issued any preferred stock as of the date of this prospectus.
- ---------- For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net income plus interest expense and amortization and write-off of capitalized expenses relating to indebtedness. Fixed charges consist of interest expense and amortization and write-off of capitalized expenses relating to indebtedness. CAPITALIZATION A prospectus supplement will include information on the Company's consolidated capitalization. PLAN OF DISTRIBUTION We may sell or distribute the securities included in this prospectus through underwriters, through agents, to dealers, in private transactions, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices. In addition, we may sell some or all of the securities included in this prospectus through: o a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction; o purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or o ordinary brokerage transactions and transactions in which a broker solicits purchasers. In addition, we may enter into option or other types of transactions that require us to deliver common stock to a broker-dealer, who will then resell or transfer the common stock under this prospectus. We may enter into hedging transactions with respect to our securities. For example, we may: o enter into transactions involving short sales of our common stock by broker-dealers; o sell shares of common stock short themselves and deliver the shares to close out short positions; o enter into option or other types of transactions that require us to deliver shares of common stock to a broker-dealer, who will then resell or transfer the shares under this prospectus; or o loan or pledge shares of common stock to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares. The Company may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties (or affiliates of such third parties) may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party (or affiliates of such third parties) may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party (or affiliates of such third parties) in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement. In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. We may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus. Such financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous offering of other securities offered by this prospectus. Any broker-dealers or other persons acting on our behalf that participate with us in the distribution of the shares may be deemed to be underwriters and any commissions received or profit realized by them on the resale of the shares may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended, or the Securities Act. At the time that any particular offering of securities is made, to the extent required by the Securities Act, a prospectus supplement will set forth the terms of the offering, including the aggregate number of securities being offered, the purchase price of the securities, the initial offering price of the securities, the names of any underwriters, dealers or agents, any discounts, commissions and other items constituting compensation from us and any discounts, commissions or concessions allowed or reallowed or paid to dealers. Underwriters and agents in any distribution contemplated hereby, including but not limited to at-the-market equity offerings, may from time to time include Cantor Fitzgerald & Co, or CF&Co. Such sales by CF&Co., if any, will be made pursuant to the terms of a Sales Agreement between us and CF&Co. Underwriters or agents could make sales in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law, including sales deemed to be an at-the-market offering as defined in Rule 415 promulgated under the Securities Act, which includes sales made directly on or through Nasdaq, the existing trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise. Certain persons participating in any offering of securities may engage in transactions that stabilize, maintain or otherwise affect the price of the securities offered. In connection with any such offering, the underwriters or agents, as the case may be, may purchase and sell securities in the open market. These transactions may include overallotment and stabilizing transactions, purchases to cover syndicate short positions created in connection with the offering and passive market making. Stabilizing transactions consist of certain bids or purchases for the purpose of preventing or retarding a decline in the market price of the securities and syndicate short positions involve the sale by the underwriters or agents, as the case may be, of a greater number of securities than they are required to purchase from us in the offering. The underwriters may also impose a penalty bid, whereby selling concessions allowed to syndicate members or other broker-dealers for the securities sold for their account may be reclaimed by the syndicate if such securities are repurchased by the syndicate in stabilizing or covering transactions. In passive market making, market makers in the shares of common stock who are underwriters or prospective underwriters may, subject to certain limitations, make bids for or purchases of the shares of common stock until the time, if any, at which a stabilizing bid is made. These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market, and if commenced, may be discontinued at any time. We will bear costs relating to all of the securities being registered under this Registration Statement. Pursuant to a requirement by the National Association of Securities Dealers, Inc., or NASD, the maximum commission or discount to be received by any NASD member or independent broker/dealer may not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to SEC Rule 415 under the Securities Act. ENFORCEMENT OF CIVIL LIABILITIES DryShips Inc. is a Marshall Islands company and our executive offices are located outside of the U.S. in Athens, Greece. A majority of our directors, officers and the experts named in the prospectus reside outside the U.S. In addition, a substantial portion of our assets and the assets of our directors, officers and experts are located outside of the U.S. As a result, you may have difficulty serving legal process within the U.S. upon us or any of these persons. You may also have difficulty enforcing, both in and outside the U.S., judgments you may obtain in U.S. courts against us or these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is substantial doubt that the courts of the Marshall Islands or Greece would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws. DESCRIPTION OF CAPITAL STOCK Authorized and Outstanding Capital Stock Under our articles of incorporation we are authorized to issue 75,000,000 shares with par value $.01 per share, of which 30,350,000 shares are issued and outstanding as of April 20, 2006. We are authorized, without further vote or action by the shareholders, to issue 30,000,000 registered preferred shares with a par value of $0.01, none of which has been issued as of April 20, 2006. The Board of Directors shall have the authority to establish such series of preferred shares and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolutions providing for the issue of such preferred shares. Share History In October 2004, we issued 15,400,000 shares of our common stock to the Entrepreneurial Spirit Foundation, or the Foundation, as consideration for the contribution to us of all of the issued and outstanding capital stock of six of our subsidiaries. The Foundation is a foundation organized under the laws of Lichtenstein and is controlled by our Chairman and Chief Executive Officer Mr. George Economou. Subsequent to the issuance of the 15,400,000 shares discussed above and prior to the completion of our initial public offering discussed below, the Foundation trasferred (i) 2,772,000 shares of common stock to Advice Investments S.A., a corporation organized under the Republic of Liberia, all the issued and outstanding capital stock of which is owned by Ms. Elisavet Manola of Athens, Greece, the wife of Mr. Economou and (ii) 1,848,000 shares of common stock to Magic Management Inc., all of the issued and outstanding capital stock of which is owned by Ms. Rika Vosniadou of Athens, Greece, the ex-wife of Mr. Economou. In February 2005, we issued 14,950,000 shares of common stock in connection with our initial public offering. On February 14, 2006, the Foundation transferred all of its shares to its wholly-owned subsidiary, Elios Investments. Description of Common Stock Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of any shares of preferred stock which we may issue in the future. Our common stock is quoted on The Nasdaq National Market under the symbol "DRYS." Our Articles of Incorporation and Bylaws Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Marshall Islands Business Corporations Act. Our articles of incorporation and bylaws do not impose any limitations on the ownership rights of our shareholders. Under our bylaws, annual shareholder meetings will be held at a time and place selected by our board of directors. The meetings may be held in or outside of the Marshall Islands. Special meetings may be called by the Board of Directors, or by the Chairman of the Board, or by the President. Our board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders that will be eligible to receive notice and vote at the meeting. Directors Our directors are elected by a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. There is no provision for cumulative voting. The board of directors may change the number of directors only by a vote of at least two-thirds of the entire board. Each director shall be elected to serve until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. The board of directors has the authority to fix the amounts which shall be payable to the members of our board of directors for attendance at any meeting or for services rendered to us. Dividends While we cannot assure you that we will continue to do so, and subject to the limitations discussed below, we currently intend to pay regular cash dividends on our common stock on a quarterly basis. We paid a quarterly dividend of $0.20 per share to holders of our common stock in May and September 2005. Under our new credit facility we are restricted in our payments of dividends. During 2006 dividend payments may not exceed $18.0 million; however we may request our lender's consent for additional dividend payments. Thereafter dividend payments are not to exceed 50% of net income as evidenced by the relevant annual audited financial statements. Declaration and payment of any dividend is subject to the discretion of our board of directors. The timing and amount of dividend payments will be dependent upon our earnings, financial condition, cash requirements and availability, restrictions in our loan agreements, the provisions of Marshall Islands law affecting the payment of distributions to shareholders and other factors. The payment of dividends is not guaranteed or assured, and may be discontinued at any time at the discretion of our Board of Directors. Because we are a holding company with no material assets other than the stock of our subsidiaries, our ability to pay dividends will depend on the earnings and cash flow of our subsidiaries and their ability to pay dividends to us. If there is a substantial decline in the drybulk charter market, our earnings would be negatively affected thus limiting our ability to pay dividends. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent upon the payment thereof. Dissenters' Rights of Appraisal and Payment Under the Business Corporation Act of the Republic of the Marshall Islands, or BCA, our shareholders have the right to dissent from various corporate actions, including any merger or sale of all or substantially all of our assets not made in the usual course of our business, and receive payment of the fair value of their shares. In the event of any further amendment of the articles, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the circuit court in the judicial circuit in the Marshall Islands in which our Marshall Islands office is situated. The value of the shares of the dissenting shareholder is fixed by the court after reference, if the court so elects, to the recommendations of a court-appointed appraiser. Shareholders' Derivative Actions Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common stock both at the time the derivative action is commenced and at the time of the transaction to which the action relates. Anti-takeover Provisions of our Charter Documents Several provisions of our articles of incorporation and by-laws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors. Blank Check Preferred Stock Under the terms of our articles of incorporation, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 30 million shares of blank check preferred stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management. Classified Board of Directors Our articles of incorporation provide for a board of directors serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of the board of directors from removing a majority of the board of directors for two years. Election and Removal of Directors Our articles of incorporation and by-laws prohibit cumulative voting in the election of directors. Our by-laws require parties other than the board of directors to give advance written notice of nominations for the election of directors. Our by-laws also provide that our directors may be removed only for cause and only upon the affirmative vote of the holders of at least two-thirds of the outstanding shares of our capital stock entitled to vote for those directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors. Limited Actions by Shareholders Our articles of incorporation and our by-laws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders. Our by-laws provide that only our Board of Directors, or our Chairman of the Board, or our President may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. DESCRIPTION OF PREFERRED SHARES Under the terms of our articles of incorporation, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 30,000,000 shares of blank check preferred stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management. The material terms of any series of preferred shares that we offer through a prospectus supplement will be described in that prospectus supplement. Our board of directors is authorized to provide for the issuance of preferred shares in one or more series with designations as may be stated in the resolution or resolutions providing for the issue of such preferred shares. At the time that any series of our preferred shares are authorized, our board of directors will fix the dividend rights, any conversion rights, any voting rights, redemption provisions, liquidation preferences and any other rights, preferences, privileges and restrictions of that series, as well as the number of shares constituting that series and their designation. Our board of directors could, without shareholder approval, cause us to issue preferred stock which has voting, conversion and other rights that could adversely affect the holders of our ordinary shares or make it more difficult to effect a change in control. Our preferred shares could be used to dilute the share ownership of persons seeking to obtain control of us and thereby hinder a possible takeover attempt which, if our shareholders were offered a premium over the market value of their shares, might be viewed as being beneficial to our shareholders. In addition, our preferred shares could be issued with voting, conversion and other rights and preferences which would adversely affect the voting power and other rights of holders of our ordinary shares. The material terms of any series of preferred shares that we offer through a prospectus supplement will be described in that prospectus supplement. DESCRIPTION OF WARRANTS We may issue warrants to purchase our debt or equity securities or securities of third parties or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement. The applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being delivered: o the title of such warrants; o the aggregate number of such warrants; o the price or prices at which such warrants will be issued; o the currency or currencies, in which the price of such warrants will be payable; o the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of such warrants; o the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of such warrants may be purchased; o the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; o if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; o if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; o if applicable, the date on and after which such warrants and the related securities will be separately transferable; o information with respect to book-entry procedures, if any; o if applicable, a discussion of any material United States Federal income tax considerations; and o any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. DESCRIPTION OF DEBT SECURITIES We may issue debt securities from time to time in one or more series, under one or more indentures, each dated as of a date on or prior to the issuance of the debt securities to which it relates. We may issue senior debt securities and subordinated debt securities pursuant to separate indentures, a senior indenture and a subordinated indenture, respectively, in each case between us and the trustee named in the indenture. These indentures will be filed either as exhibits to an amendment to this Registration Statement or a prospectus supplement, or as an exhibit to a Securities Exchange Act of 1934, or Exchange Act, report that will be incorporated by reference to the Registration Statement or a prospectus supplement. We will refer to any or all of these reports as "subsequent filings". The senior indenture and the subordinated indenture, as amended or supplemented from time to time, are sometimes referred to individually as an "indenture" and collectively as the "indentures". Each indenture will be subject to and governed by the Trust Indenture Act. The aggregate principal amount of debt securities which may be issued under each indenture will be unlimited and each indenture will contain the specific terms of any series of debt securities or provide that those terms must be set forth in or determined pursuant to, an authorizing resolution, as defined in the applicable prospectus supplement, and/or a supplemental indenture, if any, relating to such series. Certain of our subsidiaries may guarantee the debt securities we offer. Those guarantees may or may not be secured by liens, mortgages, and security interests in the assets of those subsidiaries. The terms and conditions of any such subsidiary guarantees, and a description of any such liens, mortgages or security interests, will be set forth in the prospectus supplement that will accompany this prospectus. Our statements below relating to the debt securities and the indentures are summaries of their anticipated provisions, are not complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the applicable indenture and any applicable U.S. federal income tax consideration as well as any applicable modifications of or additions to the general terms described below in the applicable prospectus supplement or supplemental indenture. General Neither indenture limits the amount of debt securities which may be issued, and each indenture provides that debt securities may be issued up to the aggregate principal amount from time to time. The debt securities may be issued in one or more series. The senior debt securities will be unsecured and will rank on a parity with all of our other unsecured and unsubordinated indebtedness. Each series of subordinated debt securities will be unsecured and subordinated to all present and future senior indebtedness of debt securities will be described in an accompanying prospectus supplement. You should read the subsequent filings relating to the particular series of debt securities for the following terms of the offered debt securities: o the designation, aggregate principal amount and authorized denominations; o the issue price, expressed as a percentage of the aggregate principal amount; o the maturity date; o the interest rate per annum, if any; o if the offered debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will commence and the regular record dates for interest payment dates; o any optional or mandatory sinking fund provisions or conversion or exchangeability provisions; o the date, if any, after which and the price or prices at which the offered debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory redemptions; o if other than denominations of $1,000 and any integral multiple thereof, the denominations in which offered debt securities of the series will be issuable; o if other than the full principal amount, the portion of the principal amount of offered debt securities of the series which will be payable upon acceleration or provable in bankruptcy; o any events of default not set forth in this prospectus; o the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States of America; o if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the offered debt securities of the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made; o whether interest will be payable in cash or additional securities at our or the holder's option and the terms and conditions upon which the election may be made; o if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of determining the voting rights of holders of those debt securities under the applicable indenture; o if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the offered debt securities of the series are stated to be payable, the manner in which the amounts will be determined; o any restrictive covenants or other material terms relating to the offered debt securities, which may not be inconsistent with the applicable indenture; o whether the offered debt securities will be issued in the form of global securities or certificates in registered or bearer form; o any terms with respect to subordination; o any listing on any securities exchange or quotation system; o additional provisions, if any, related to defeasance and discharge of the offered debt securities; and o the applicability of any guarantees. Unless otherwise indicated in subsequent filings with the Commission relating to the indenture, principal, premium and interest will be payable and the debt securities will be transferable at the corporate trust office of the applicable trustee. Unless other arrangements are made or set forth in subsequent filings or a supplemental indenture, principal, premium and interest will be paid by checks mailed to the holders at their registered addresses. Unless otherwise indicated in subsequent filings with the Commission, the debt securities will be issued only in fully registered form without coupons, in denominations of $1,000 or any integral multiple thereof. No service charge will be made for any transfer or exchange of the debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with these debt securities. Some or all of the debt securities may be issued as discounted debt securities, bearing no interest or interest at a rate which at the time of issuance is below market rates, to be sold at a substantial discount below the stated principal amount. United States federal income consequences and other special considerations applicable to any discounted securities will be described in subsequent filings with the Commission relating to those securities. We refer you to applicable subsequent filings with respect to any deletions or additions or modifications from the description contained in this prospectus. Senior Debt We will issue senior debt securities under the senior debt indenture. These senior debt securities will rank on an equal basis with all our other unsecured debt except subordinated debt. Subordinated Debt We will issue subordinated debt securities under the subordinated debt indenture. Subordinated debt will rank subordinate and junior in right of payment, to the extent set forth in the subordinated debt indenture, to all our senior debt (both secured and unsecured). In general, the holders of all senior debt are first entitled to receive payment of the full amount unpaid on senior debt before the holders of any of the subordinated debt securities are entitled to receive a payment on account of the principal or interest on the indebtedness evidenced by the subordinated debt securities in certain events. If we default in the payment of any principal of, or premium, if any, or interest on any senior debt when it becomes due and payable after any applicable grace period, then, unless and until the default is cured or waived or ceases to exist, we cannot make a payment on account of or redeem or otherwise acquire the subordinated debt securities. If there is any insolvency, bankruptcy, liquidation or other similar proceeding relating to us or our property, then all senior debt must be paid in full before any payment may be made to any holders of subordinated debt securities. Furthermore, if we default in the payment of the principal of and accrued interest on any subordinated debt securities that is declared due and payable upon an event of default under the subordinated debt indenture, holders of all our senior debt will first be entitled to receive payment in full in cash before holders of such subordinated debt can receive any payments. Senior debt means: o the principal, premium, if any, interest and any other amounts owing in respect of our indebtedness for money borrowed and indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by us, including the senior debt securities or letters of credit; o all capitalized lease obligations; o all hedging obligations; o all obligations representing the deferred purchase price of property; and o all deferrals, renewals, extensions and refundings of obligations of the type referred to above; o but senior debt does not include: o subordinated debt securities; and o any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, our subordinated debt securities. Covenants Any series of offered debt securities may have covenants in addition to or differing from those included in the applicable indenture which will be described in subsequent filings prepared in connection with the offering of such securities, limiting or restricting, among other things: o the ability of us or our subsidiaries to incur either secured or unsecured debt, or both; o the ability to make certain payments, dividends, redemptions or repurchases; o our ability to create dividend and other payment restrictions affecting our subsidiaries; o our ability to make investments; o mergers and consolidations by us or our subsidiaries; o sales of assets by us; o our ability to enter into transactions with affiliates; o our ability to incur liens; and o sale and leaseback transactions. Modification of the Indentures Each indenture and the rights of the respective holders may be modified by us only with the consent of holders of not less than a majority in aggregate principal amount of the outstanding debt securities of all series under the respective indenture affected by the modification, taken together as a class. But no modification that: (1) changes the amount of securities whose holders must consent to an amendment, supplement or waiver; (2) reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which would not materially adversely affect the legal rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities; (3) reduces the principal or changes the maturity of any security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation; (4) waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the holders of at least a majority in principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration); (5) makes the principal of or interest, if any, on any security payable in any currency other than that stated in the Security; (6) makes any change with respect to holders' rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications affecting shareholders or certain currency-related issues; or (7) waives a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any securities will be effective against any holder without his consent. Other terms as specified in subsequent filings may be modified without the consent of the holders. Events of Default Each indenture defines an event of default for the debt securities of any series as being any one of the following events: o default in any payment of interest when due which continues for 30 days; o default in any payment of principal or premium when due; o default in the deposit of any sinking fund payment when due; o default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default; o default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filing, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and o events of bankruptcy, insolvency or reorganization. An event of default of one series of debt securities does not necessarily constitute an event of default with respect to any other series of debt securities. There may be such other or different events of default as described in an applicable subsequent filing with respect to any class or series of offered debt securities. In case an event of default occurs and continues for the debt securities of any series, the applicable trustee or the holders of not less than 25% in aggregate principal amount of the debt securities then outstanding of that series may declare the principal and accrued but unpaid interest of the debt securities of that series to be due and payable. Any event of default for the debt securities of any series which has been cured may be waived by the holders of a majority in aggregate principal amount of the debt securities of that series then outstanding. Each indenture requires us to file annually after debt securities are issued under that indenture with the applicable trustee a written statement signed by two of our officers as to the absence of material defaults under the terms of that indenture. Each indenture provides that the applicable trustee may withhold notice to the holders of any default if it considers it in the interest of the holders to do so, except notice of a default in payment of principal, premium or interest. Subject to the duties of the trustee in case an event of default occurs and continues, each indenture provides that the trustee is under no obligation to exercise any of its rights or powers under that indenture at the request, order or direction of holders unless the holders have offered to the trustee reasonable indemnity. Subject to these provisions for indemnification and the rights of the trustee, each indenture provides that the holders of a majority in principal amount of the debt securities of any series then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee as long as the exercise of that right does not conflict with any law or the indenture. Defeasance and Discharge The terms of each indenture provide us with the option to be discharged from any and all obligations in respect of the debt securities issued thereunder upon the deposit with the trustee, in trust, of money or U.S. government obligations, or both, which through the payment of interest and principal in accordance with their terms will provide money in an amount sufficient to pay any installment of principal, premium and interest on, and any mandatory sinking fund payments in respect of, the debt securities on the stated maturity of the payments in accordance with the terms of the debt securities and the indenture governing the debt securities. This right may only be exercised if, among other things, we have received from, or there has been published by, the United States Internal Revenue Service a ruling to the effect that such a discharge will not be deemed, or result in, a taxable event with respect to holders. This discharge would not apply to our obligations to register the transfer or exchange of debt securities, to replace stolen, lost or mutilated debt securities, to maintain paying agencies and hold moneys for payment in trust. Defeasance of Certain Covenants The terms of the debt securities provide us with the right to omit complying with specified covenants and that specified events of default described in a subsequent filing will not apply. In order to exercise this right, we will be required to deposit with the trustee money or U.S. government obligations, or both, which through the payment of interest and principal will provide money in an amount sufficient to pay principal, premium, if any, and interest on, and any mandatory sinking fund payments in respect of, the debt securities on the stated maturity of such payments in accordance with the terms of the debt securities and the indenture governing such debt securities. We will also be required to deliver to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the IRS a ruling to the effect that the deposit and related covenant defeasance will not cause the holders of such series to recognize income, gain or loss for federal income tax purposes. A subsequent filing may further describe the provisions, if any, of any particular series of offered debt securities permitting a discharge defeasance. Subsidiary Guarantees Certain of our subsidiaries may guarantee the debt securities we offer. In that case, the terms and conditions of the subsidiary guarantees will be set forth in the applicable prospectus supplement. Unless we indicate differently in the applicable prospectus supplement, if any of our subsidiaries guarantee any of our debt securities that are subordinated to any of our senior indebtedness, then the subsidiary guarantees will be subordinated to the senior indebtedness of such subsidiary to the same extent as our debt securities are subordinated to our senior indebtedness. Global Securities The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depository identified in an applicable subsequent filing and registered in the name of the depository or a nominee for the depository. In such a case, one or more global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal amount of outstanding debt securities of the series to be represented by the global security or securities. Unless and until it is exchanged in whole or in part for debt securities in definitive certificated form, a global security may not be transferred except as a whole by the depository for the global security to a nominee of the depository or by a nominee of the depository to the depository or another nominee of the depository or by the depository or any nominee to a successor depository for that series or a nominee of the successor depository and except in the circumstances described in an applicable subsequent filing. We expect that the following provisions will apply to depository arrangements for any portion of a series of debt securities to be represented by a global security. Any additional or different terms of the depository arrangement will be described in an applicable subsequent filing. Upon the issuance of any global security, and the deposit of that global security with or on behalf of the depository for the global security, the depository will credit, on its book-entry registration and transfer system, the principal amounts of the debt securities represented by that global security to the accounts of institutions that have accounts with the depository or its nominee. The accounts to be credited will be designated by the underwriters or agents engaging in the distribution of the debt securities or by us, if the debt securities are offered and sold directly by us. Ownership of beneficial interests in a global security will be limited to participating institutions or persons that may hold interest through such participating institutions. Ownership of beneficial interests by participating institutions in the global security will be shown on, and the transfer of the beneficial interests will be effected only through, records maintained by the depository for the global security or by its nominee. Ownership of beneficial interests in the global security by persons that hold through participating institutions will be shown on, and the transfer of the beneficial interests within the participating institutions will be effected only through, records maintained by those participating institutions. The laws of some jurisdictions may require that purchasers of securities take physical delivery of the securities in certificated form. The foregoing limitations and such laws may impair the ability to transfer beneficial interests in the global securities. So long as the depository for a global security, or its nominee, is the registered owner of that global security, the depository or its nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the applicable indenture. Unless otherwise specified in an applicable subsequent filing and except as specified below, owners of beneficial interests in the global security will not be entitled to have debt securities of the series represented by the global security registered in their names, will not receive or be entitled to receive physical delivery of debt securities of the series in certificated form and will not be considered the holders thereof for any purposes under the indenture. Accordingly, each person owning a beneficial interest in the global security must rely on the procedures of the depository and, if such person is not a participating institution, on the procedures of the participating institution through which the person owns its interest, to exercise any rights of a holder under the indenture. The depository may grant proxies and otherwise authorize participating institutions to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a holder is entitled to give or take under the applicable indenture. We understand that, under existing industry practices, if we request any action of holders or any owner of a beneficial interest in the global security desires to give any notice or take any action a holder is entitled to give or take under the applicable indenture, the depository would authorize the participating institutions to give the notice or take the action, and participating institutions would authorize beneficial owners owning through such participating institutions to give the notice or take the action or would otherwise act upon the instructions of beneficial owners owning through them. Unless otherwise specified in an applicable subsequent filings, payments of principal, premium and interest on debt securities represented by global security registered in the name of a depository or its nominee will be made by us to the depository or its nominee, as the case may be, as the registered owner of the global security. We expect that the depository for any debt securities represented by a global security, upon receipt of any payment of principal, premium or interest, will credit participating institutions' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of the depository. We also expect that payments by participating institutions to owners of beneficial interests in the global security held through those participating institutions will be governed by standing instructions and customary practices, as is now the case with the securities held for the accounts of customers registered in street names, and will be the responsibility of those participating institutions. None of us, the trustees or any agent of ours or the trustees will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to those beneficial interests. Unless otherwise specified in the applicable subsequent filings, a global security of any series will be exchangeable for certificated debt securities of the same series only if: o the depository for such global securities notifies us that it is unwilling or unable to continue as depository or such depository ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by us within 90 days after we receive the notice or become aware of the ineligibility; o we in our sole discretion determine that the global securities shall be exchangeable for certificated debt securities; or o there shall have occurred and be continuing an event of default under the applicable indenture with respect to the debt securities of that series. Upon any exchange, owners of beneficial interests in the global security or securities will be entitled to physical delivery of individual debt securities in certificated form of like tenor and terms equal in principal amount to their beneficial interests, and to have the debt securities in certificated form registered in the names of the beneficial owners, which names are expected to be provided by the depository's relevant participating institutions to the applicable trustee. In the event that the Depository Trust Company, or DTC, acts as depository for the global securities of any series, the global securities will be issued as fully registered securities registered in the name of Cede & Co., DTC's partnership nominee. DTC is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participating institutions deposit with DTC. DTC also facilitates the settlement among participating institutions of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participating institutions' accounts, thereby eliminating the need for physical movement of securities certificates. Direct participating institutions include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. DTC is owned by a number of its direct participating institutions and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others, such as securities brokers and dealers and banks and trust companies that clear through or maintain a custodial relationship with a direct participating institution, either directly or indirectly. The rules applicable to DTC and its participating institutions are on file with the Commission. To facilitate subsequent transfers, the debt securities may be registered in the name of DTC's nominee, Cede & Co. The deposit of the debt securities with DTC and their registration in the name of Cede & Co. will effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the debt securities. DTC's records reflect only the identity of the direct participating institutions to whose accounts debt securities are credited, which may or may not be the beneficial owners. The participating institutions remain responsible for keeping account of their holdings on behalf of their customers. Delivery of notices and other communications by DTC to direct participating institutions, by direct participating institutions to indirect participating institutions, and by direct participating institutions and indirect participating institutions to beneficial owners of debt securities are governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect. Neither DTC nor Cede & Co. consents or votes with respect to the debt securities. Under its usual procedures, DTC mails a proxy to the issuer as soon as possible after the record date. The proxy assigns Cede & Co.'s consenting or voting rights to those direct participating institution to whose accounts the debt securities are credited on the record date. If applicable, redemption notices shall be sent to Cede & Co. If less than all of the debt securities of a series represented by global securities are being redeemed, DTC's practice is to determine by lot the amount of the interest of each direct participating institutions in that issue to be redeemed. To the extent that any debt securities provide for repayment or repurchase at the option of the holders thereof, a beneficial owner shall give notice of any option to elect to have its interest in the global security repaid by us, through its participating institution, to the applicable trustee, and shall effect delivery of the interest in a global security by causing the direct participating institution to transfer the direct participating institution's interest in the global security or securities representing the interest, on DTC's records, to the applicable trustee. The requirement for physical delivery of debt securities in connection with a demand for repayment or repurchase will be deemed satisfied when the ownership rights in the global security or securities representing the debt securities are transferred by direct participating institutions on DTC's records. DTC may discontinue providing its services as securities depository for the debt securities at any time. Under such circumstances, in the event that a successor securities depository is not appointed, debt security certificates are required to be printed and delivered as described above. We may decide to discontinue use of the system of book-entry transfers through the securities depository. In that event, debt security certificates will be printed and delivered as described above. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for its accuracy. DESCRIPTION OF PURCHASE CONTRACTS We may issue purchase contracts for the purchase or sale of: o debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus supplement; o currencies; or o commodities. Each purchase contract will entitle the holder thereof to purchase or sell, and obligate us to sell or purchase, on specified dates, such securities, currencies or commodities at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. We may, however, satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property otherwise deliverable or, in the case of purchase contracts on underlying currencies, by delivering the underlying currencies, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities, currencies or commodities and any acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract. The purchase contracts may require us to make periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or pre-funded on some basis. The purchase contracts may require the holders thereof to secure their obligations in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations thereunder when the purchase contracts are issued. Our obligation to settle such pre-paid purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly, pre-paid purchase contracts will be issued under either the senior indenture or the subordinated indenture. DESCRIPTION OF UNITS As specified in the applicable prospectus supplement, we may issue units consisting of one or more purchase contracts, warrants, debt securities, preferred shares, common shares or any combination of such securities. The applicable prospectus supplement will describe: o the terms of the units and of the purchase contracts, warrants, debt securities, preferred shares and common shares comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; o a description of the terms of any unit agreement governing the units; and o a description of the provisions for the payment, settlement, transfer or exchange or the units. EXPENSES The following are the estimated expenses of the issuance and distribution of the securities being registered under the Registration Statement of which this prospectus forms a part, all of which will be paid by us. SEC registration fee $ 16,050 Blue sky fees and expenses $________* Printing and engraving expenses $________* Legal fees and expenses $________* Rating agency fees $________* Accounting fees and expenses $________* Indenture trustee fees and experts $________* Transfer agent and registrar $________* Miscellaneous $________* --------------- Total $________* =============== * To be provided by a prospectus supplement or as an exhibit to Report on Form 6-K that is incorporated by reference into this prospectus. LEGAL MATTERS The validity of the securities offered by this prospectus will be passed upon for us by Seward & Kissel LLP, New York, New York with respect to matters of U.S. and Marshall Islands law. EXPERTS The consolidated financial statements of DryShips Inc. appearing in DryShips Inc.'s Annual Report on Form 20-F/A for the year ended December 31, 2005, have been audited by Ernst & Young (Hellas) Certified Auditors Accountants S.A., independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. WHERE YOU CAN FIND ADDITIONAL INFORMATION As required by the Securities Act of 1933, we filed a registration statement relating to the securities offered by this prospectus with the Commission. This prospectus is a part of that registration statement, which includes additional information. Government Filings We file annual and special reports within the Commission. You may read and copy any document that we file at the public reference facilities maintained by the Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the Commission at its principal office in Washington, D.C. 20549. The Commission maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. In addition, you can obtain information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Information Incorporated by Reference The SEC allows us to "incorporate by reference" information that we file with it. This means that we can disclose important information to you by referring you to those filed documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC prior to the termination of this offering will also be considered to be part of this prospectus and will automatically update and supersede previously filed information, including information contained in this document. We incorporate by reference the documents listed below and any future filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934: o Annual Report on Form 20-F/A for the year ended December 31, 2005, filed with the Commission on May 1, 2006, which contains audited consolidated financial statements for the most recent fiscal year for which those statements have been filed.; o The description of our securities contained in our Registration Statement on Form F-1, (File No. 333-122008) as amended, filed with the Comission on January 13, 2005 and any amendment or report filed for the purpose of updating that description; and o Registration Statement on Form 8-A filed with the Commission on January 31, 2005. We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with the Commission and certain Reports on Form 6-K that we furnish to the Commission after the date of this prospectus (if they state that they are incorporated by reference into this prospectus) until we file a post-effective amendment indicating that the offering of the securities made by this prospectus has been terminated. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement. You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. We have not, and any underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement as well as the information we previously filed with the Commission and incorporated by reference, is accurate as of the dates on the front cover of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates. You may request a free copy of the above mentioned filing or any subsequent filing we incorporated by reference to this prospectus by writing or telephoning us at the following address: DryShips Inc. Attn: Christopher J. Thomas 80 Kifissias Avenue Amaroussion GR 151 25 (011) (30) 210 80 90 570 Information Provided by the Company We will furnish holders of our common stock with annual reports containing audited financial statements and a report by our independent registered public accounting firm. The audited financial statements will be prepared in accordance with U.S. generally accepted accounting principles. As a "foreign private issuer," we are exempt from the rules under the Securities Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we furnish proxy statements to shareholders in accordance with the rules of the Nasdaq National Market, those proxy statements do not conform to Schedule 14A of the proxy rules promulgated under the Securities Exchange Act. In addition, as a "foreign private issuer," we are exempt from the rules under the Securities Exchange Act relating to short swing profit reporting and liability. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS - -------------------------------------------------------------------------------- Item 8. Indemnification of Directors and Officers. (1) The By-Laws of the Registrant provide that any person who is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another partnership, joint venture, trust or other enterprise shall be entitled to be indemnified by the Registrant upon the same terms, under the same conditions, and to the same extent as authorized by Section 60 of the Business Corporation Act of the Republic of The Marshall Islands, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful. Section 60 of the Associations Law of the Republic of the Marshall Islands provides as follows: Indemnification of directors and officers. (1) Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the bests interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful. (2) Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. (3) When director or officer successful. To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (4) Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. (5) Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (6) Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (7) Insurance. A corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. Item 9. Exhibits Exhibit Number Description - -------------------------------------------------------------------------------- 1.1 Form of Sales Agreement* 1.2 Underwriting Agreement (for equity securities)** 1.3 Underwriting Agreement (for debt securities)** 4.1 Form of Common Stock Certificate*** 4.2 Preferred Share Certificate** 4.3 Form of Debt Securities Indenture* 5.1 Opinion of Seward & Kissel LLP, United States and Marshall Islands counsel to the Company 8.1 Opinion of Seward & Kissel LLP, with respect to certain tax matters 23.1 Consent of Seward & Kissel LLP (included in Exhibit 5.1) 23.2 Consent of Independent Registered Public Accounting Firm 24 Power of Attorney (contained in signature page)* 25.1 T-1 Statement of Eligibility (senior indenture)** 25.2 T-1 Statement of Eligibility (subordinated indenture)** * Previously filed. ** To be filed either as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the Registrant and incorporated by reference into this Registration Statement. *** Incorporated herein by reference to Exhibit 4 to the Registration Statement of DryShips Inc. on Form F-1, Registration No. 333-122008 filed with the SEC on January 13, 2005. Item 10. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement, unless the information required to be included is to contained in reports filed with or furnished to the Commission that are incorporated by reference in this Registration Statement or is contained in a form of prospectus filed pursuant to Rule 424(b) under the Securities Act that is part of this Registration Statement, (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 under the Securities Act of 1933 if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. (5) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed prospectus was deemed part of and included in this Registration Statement. (6) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this Registration Statement for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this Registration Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. (7) The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (8) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (9) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (10) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules an regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Country of Greece, on May 2, 2006. DRYSHIPS INC. /s/ GEORGE ECONOMOU ------------------------ By: George Economou Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on May 2, 2006 in the capacities indicated. Signature Title Date - --------- ----- ---- /s/ GEORGE ECONOMOU Director, Chairman, May 2, 2006 - -------------------------- President and Chief George Economou Executive Officer (Principal Executive Officer) /s/ CHRISTOPHER J. THOMAS Director and Chief May 2, 2006 - -------------------------- Financial Officer Christopher J. Thomas (Principal Financial Officer) /s/ NIKOLAS P. TSAKOS Director May 2, 2006 - -------------------------- Nikolas P. Tsakos /s/ ANGELOS PAPOULIAS Director May 2, 2006 - -------------------------- Angelos Papoulias AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. PUGLISI & ASSOCIATES /s/ DONALD J. PUGLISI ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. HELIUM SHIPPING CO. S.A. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. HYDROGEN SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. SILICON SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. OXYGEN SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ANNAPOLIS SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. BLUEBERRY SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. LANCAT SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. TOLAN SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. MALVINA SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ARLETA NAVIGATION COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. SELMA SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ROYERTON SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. SAMSARA SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. LANSAT SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. FARAT SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. MADRAS SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. IGUANA SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. BORSARI SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ONIL SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ZATAC SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. FABIANA NAVIGATION COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. FAGO SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. FELICIA NAVIGATION COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. PLATAN SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. KARMEN SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. CELINE SHIPPING COMPANY LIMITED /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. HELIUM SHIPHOLDING CO. S.A. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006 EARTHLY SHIPHOLDING CO. S.A. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. HYDROGEN SHIPHOLDING CO. S.A. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. FIRST SHIPHOLDING CORP. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. SILICON SHIPHOLDING CO. S.A. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006 /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. OXYGEN SHIPHOLDING CO. S.A. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. OPTIONAL REDEMPTION INVESTMENT INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. CREDIT FACILITY INVESTMENTS INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. THELMA SHIPPING CO. LTD. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. SKIP NAVIGATION INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. WATERLOO NAVIGATION LTD. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. NOUVELLE SHIPHOLDING ONE INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. NOUVELLE SHIPHOLDING TWO INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. SCORPIO SHIPHOLDING ONE INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. SCORPIO SHIPHOLDING TWO INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ARALDO MARINE LTD. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. WELBY SHIPPING INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ANEMONE MARINE CO. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ARIANA MARINE LTD. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. LUCIO SHIPHOLDING LTD. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. VALENTE NAVIGATION CO. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. XANADU SHIPHOLDING ONE INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. XANADU SHIPHOLDING TWO INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. SAMSARA SHIPHOLDING ONE INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. SAMSARA SHIPHOLDING TWO INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. PARAGON SHIPHOLDING ONE INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. PARAGON SHIPHOLDING TWO INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. TORO SHIPHOLDING ONE INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. TORO SHIPHOLDING TWO INC, /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. PRIMERA SHIPHOLDING ONE INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. PRIMERA SHIPHOLDING TWO INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. IGUANA SHIPHOLDING ONE INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. IGUANA SHIPHOLDING TWO INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. LIDMAN MARITIME CO. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ARMANNO MARINE CO. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ASTARTE MARITIME S.A. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ASHBY SHIPMANGEMENT CORP. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. SUNLIGHHT SHIPHOLDING ONE INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. SUNLIGHT SHIPHOLDING TWO INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. DEVINE NAVIGATION INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ARIADNE MARINE S.A. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. OLIVIA SHIPHOLDING ONE INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. OLIVIA SHIPHOLDING TWO. INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. NERIA SHIPMANAGEMENT INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ARGANTE NAVIGATION CORP. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. TAIPAN SHIPHOLDING ONE INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. TAIPAN SHIPHOLDING TWO INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. MADOR SHIPPING LTD. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. LOTHAIR NAVIGATION COMPANY /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. VERGE NAVIAGATION LTD. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. JOYCE SHIPPING CORP. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. AMARA SHIPPING COMPANY /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. ALMA SHIPHOLDING INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Valletta, Country of Malta, on May 2, 2006. WEALTH MANAGEMENT INC. /s/ Joseph Cefai - --------------------------- Name: Joseph Cefai Title: Sole Director AUTHORIZED UNITED STATES REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the City of Newark, State of Delaware, on May 2, 2006. /s/ Donald J. Puglisi - ------------------------------- Donald J. Puglisi Managing Director EXHIBIT INDEX Exhibit Number Description - -------------------------------------------------------------------------------- 1.1 Form of Sales Agreement* 1.2 Underwriting Agreement (for equity securities)** 1.3 Underwriting Agreement (for debt securities)** 4.1 Form of Common Stock Certificate*** 4.2 Preferred Share Certificate** 4.3 Form of Debt Securities Indenture* 5.1 Opinion of Seward & Kissel LLP, United States and Marshall Islands counsel to the Company 8.1 Opinion of Seward & Kissel LLP, with respect to certain tax matters 23.1 Consent of Seward & Kissel LLP (included in Exhibit 5.1) 23.2 Consent of Independent Registered Public Accounting Firm 24 Power of Attorney (contained in signature page)* 25.1 T-1 Statement of Eligibility (senior indenture)** 25.2 T-1 Statement of Eligibility (subordinated indenture)** * Previously filed. ** To be filed either as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the Registrant and incorporated by reference into this Registration Statement. *** Incorporated herein by reference to Exhibit 4 to the Registration Statement of DryShips Inc. on Form F-1, Registration No. 333-122008 filed with the SEC on January 13, 2005. EX-5 2 d663775a_ex5-1.txt [Seward & Kissel LLP Letterhead] Exhibit 5.1 DryShips Inc. May 2, 2006 80 Kifissias Avenue Amaroussion 15125 Athens, Greece Re: DryShips Inc. Ladies and Gentlemen: We have acted as counsel to DryShips Inc. (the "Company") in connection with the Company's Registration Statement on Form F-3 (File No. 333-133482) (the "Registration Statement") as filed with the U.S. Securities and Exchange Commission (the "Commission") on April 24, 2006, as thereafter amended or supplemented, with respect to the public offering (the "Offering") of up to an aggregate of $150,000,000 of securities which may include common shares, preferred shares, debt securities, guarantees, warrants, purchase contracts and units (collectively the "Securities"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the Company (the "Prospectus") included in the Registration Statement; and (iii) such corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact which are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors of the Company and others. We have further assumed for the purposes of this opinion, without investigation, that (i) all documents contemplated by the Prospectus to be executed in connection with the Offering have been duly authorized, executed and delivered by each of the parties thereto other than the Company, and (ii) the terms of the Offering comply in all respects with the terms, conditions and restrictions set forth in the Prospectus and all of the instruments, agreements and other documents relating thereto or executed in connection therewith. Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that: 1. Under the laws of the Republic of the Marshall Islands, the Securities have been duly authorized, and when the Securities are issued, sold and paid for as contemplated in the Prospectus, will be validly issued, fully paid and non-assessable. This opinion is limited to the law of the State of New York and the Federal law of the United States of America and the laws of the Republic of the Marshall Islands as in effect on the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us under the headings "Legal Matters" in the Prospectus, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement. Very truly yours, /s/ Seward & Kissel LLP EX-8 3 d663776a_ex8-1.txt [Seward & Kissel LLP Letterhead] Exhibit 8.1 DryShips Inc. May 2, 2006 80 Kifissias Avenue Amaroussion 15125 Athens, Greece Re: DryShips Inc. Ladies and Gentlemen: You have requested our opinion regarding certain United States federal income tax matters and Marshall Islands tax matters relating to DryShips Inc. (the "Company") and the holders of shares of the Company's common stock. In formulating our opinion as to these matters, we have examined such documents as we have deemed appropriate, including the Registration Statement and amendments to such Registration Statement filed by the Company on Form F-3 (File No. 333-133482 with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended, through the date hereof (the "Registration Statement") and the prospectus of the Company (the "Prospectus") included in the Registration Statement. We also have obtained such additional information as we have deemed relevant and necessary from representatives of the Company. Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement. Based on the facts as set forth in the Registration Statement and, in particular, on the representations, covenants, assumptions, conditions and qualifications described under the captions "Risk Factors", therein, we hereby confirm that the opinions of Seward & Kissel LLP with respect to United States federal income tax matters and Marshall Islands tax matters are those opinions attributed to Seward & Kissel LLP expressed in the Registration Statement under the captions "Risk Factors - We may have to pay tax on United States source income, which would reduce our earnings" in the Registration Statement accurately states our views as to the tax matters discussed therein. Our opinions and the tax discussion as set forth in the Registration Statement are based on the current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service which may be cited or used as precedents, and case law, any of which may be changed at any time with retroactive effect. No opinion is expressed on any matters other than those specifically referred to above by reference to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us under the headings "Legal Matters" in the Prospectus, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement. Very truly yours, /s/ Seward & Kissel LLP EX-23 4 d663610a_ex23-2.txt Exhibit 23.2 Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form F-3/A No. 333-133482) and related Prospectus of Dryships Inc. for the registration of up to $150,000,000 of its common shares, preferred shares, debt securities, guarantees, warrants, purchase contracts and/or units and to the incorporation by reference therein of our report dated March 31, 2006, with respect to the consolidated financial statements of Dryships Inc. included in its Annual Report (Form 20-F/A) for the year ended December 31, 2005, filed with the U.S. Securities and Exchange Commission. /s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A. Athens, Greece April 27, 2006 -----END PRIVACY-ENHANCED MESSAGE-----