0001144204-13-063472.txt : 20131121 0001144204-13-063472.hdr.sgml : 20131121 20131121132124 ACCESSION NUMBER: 0001144204-13-063472 CONFORMED SUBMISSION TYPE: 6-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131121 FILED AS OF DATE: 20131121 DATE AS OF CHANGE: 20131121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREESEAS INC. CENTRAL INDEX KEY: 0001325159 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-51672 FILM NUMBER: 131234878 BUSINESS ADDRESS: STREET 1: 10 ELEFTHERIOU VENIZELOU STREET STREET 2: (PANEPISTIMIOU AVENUE) CITY: ATHENS STATE: J3 ZIP: 10671 BUSINESS PHONE: 011-30-210-452-8770 MAIL ADDRESS: STREET 1: 10 ELEFTHERIOU VENIZELOU STREET STREET 2: (PANEPISTIMIOU AVENUE) CITY: ATHENS STATE: J3 ZIP: 10671 FORMER COMPANY: FORMER CONFORMED NAME: FreeSeas Inc. DATE OF NAME CHANGE: 20050427 6-K/A 1 v361252_6ka.htm FORM 6-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 6-K/A

(Amendment No. 1)

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2013

 

Commission File Number: 000-51672

 

FREESEAS INC.

(Name of Registrant)

 

10, Eleftheriou Venizelou Street (Panepistimiou Ave.), 106 71, Athens, Greece

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ¨   Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 
 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Report of Foreign Private Issuer on Form 6-K (“Amendment No. 1”) is being filed by FreeSeas Inc. (the “Company”) solely to correct an error in the press release attached as Exhibit 99.1 of the Company’s Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on November 18, 2013 (the “Original Report”). The press release inadvertently indicated that Mr. Dimitrios Panagiotopoulos had been reelected to the Board of Directors of the Company, when actually Mr. Focko Nauta was reelected to the Board of Directors of the Company.

 

On November 21, 2013, the Company issued an updated press release, which replaces in its entirety the prior press release dated November 18, 2013, to provide for the correction noted above. We have attached a copy of the November 21, 2013 press release, which is incorporated herein by reference, as Exhibit 99.1 to this Amendment No. 1.

 

Except for the foregoing, there are no other changes to the Original Report. This Amendment No. 1 continues to speak as of the date of the Original Report and the Company has not updated the disclosure in this Amendment No. 1 to speak as of any later date. Except as otherwise noted herein, the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after filing of the Original Report, or to modify or update those disclosures affected by subsequent events.

 

* * * * *

 

On November 14, 2013, FreeSeas Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”), at which the Company’s shareholders approved three proposals. The proposals are described in detail in its proxy statement filed as an exhibit to a Report of Foreign Private Issuer on Form 6-K filed on October 30, 2013.

 

Proposal 1

 

The Company’s shareholders elected two individuals to the Board of Directors as set forth below:

 

Name  

Votes

For

 

Votes

Withheld

 

Broker

Non-Votes

Focko Nauta   16,415,992   1,438,599   38,679,919
Keith Bloomfield   16,396,186   1,458,405   38,679,919

 

Proposal 2

 

The Company’s shareholders ratified the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013, as set forth below:

 

Votes

For

 

Votes

Against

  Abstentions  
53,131,027   1,444,145   1,959,338  

 

 

 
 

 

Proposal 3

 

The Company’s shareholders grant discretionary authority to the Company’s board of directors to (A) amend the Amended and Restated Articles of Incorporation of the Company to effect one or more consolidations of the issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2 up to 1-for 5 (the “Reverse Stock Split”) and (B) determine whether to arrange for the disposition of fractional interests by shareholder entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined, or to entitle shareholder to receive from the Company’s transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided that, (X) that the Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-10, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the date of the Annual Meeting, as set forth below:

 

Votes

For

 

Votes

Against

  Abstentions  
45,137,081   9,954,473   1,442,954  

 

The following exhibit is filed herewith:

 

Exhibit
Number

 

 

Description

99.1 Press Release, dated November 21, 2013, issued by the Company

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  FREESEAS INC.
   
Date:  November 21, 2013 By: /s/ DIMITRIS PAPADOPOULOS
  Dimitris Papadopoulos
  Chief Financial Officer

 

 

 

EX-99.1 2 v361252_ex99-1.htm EXHIBIT 99.1

 

 

 

 

Update

FreeSeas Announces Results of Annual Meeting of Shareholders and

Appointment of new Chief Financial Officer

 

Athens, Greece, November 21, 2013 -- FreeSeas Inc. (Nasdaq: FREE) (“FreeSeas” or the “Company”) , a transporter of dry-bulk cargoes through the ownership and operation of a fleet of Handysize and Handymax vessels, announced today that at the annual meeting of the Company’s shareholders held on November 14, 2013, the shareholders (i) elected Mr. Keith Bloomfield and Mr. Focko Nauta as members of the Company’s Board of Directors to serve until the 2016 Annual Meeting of Shareholders, (ii) ratified the appointment of RBSM LLP as the Company’s independent registered public accounting firm as auditors for the year ending December 31, 2013 and (iii) granted discretionary authority to the Company’s board of directors to (A) amend the Amended and Restated Articles of Incorporation of the Company to effect one or more consolidations of the issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2 up to 1-for-5 (the “Reverse Stock Split”) and (B) determine whether to arrange for the disposition of fractional interests by shareholder entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined, or to entitle shareholder to receive from the Company’s transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided that, (X) that the Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-10, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the date of the Annual Meeting.

 

The Company also announced today that Mr. Dimitris D. Papadopoulos was appointed as Chief Financial Officer of the Company in replacement of Mr. Alexandros Mylonas who resigned.

 

Mr. Ion G. Varouxakis, Chairman, President and CEO, commented: "I would like to thank Alexandros Mylonas for his invaluable contribution to the Company during challenging times and wish him success in his new endeavors. Now is the time to welcome Dimitris D. Papadopoulos, who is particularly well acquainted with the Company, having served as its Chief Financial Officer in 2007 during the initial stage of growth the Company. We believe him to be well suited to our team as we grow out of the present shipping cycle.”

 

Dimitris Papadopoulos started his career in Citigroup, New York, European division, moving to Citigroup Athens as General Manager of Corporate Finance. He then joined Archirodon Group Inc. serving as financial and administration Vice President until 1991. During the same period, he also served as Chairman and Chief Executive Officer of the group’s US arm, Delphinance Development Corp. Since 1991 he served, among other positions, as Managing Director of Dorian Bank, executive Vice President at the Hellenic Investment Bank and President of Waterfront Developments S.A. Mr. Papadopoulos, as a Fullbright grantee, studied economics at Austin College, Texas and extended his graduate studies at the University of Delaware. In 1974, he received an executive business diploma from Cornell University, Ithaca, N.Y.

 

 
 

 

  

About FreeSeas Inc.

 

FreeSeas Inc. is a Marshall Islands corporation with principal offices in Athens, Greece. FreeSeas is engaged in the transportation of drybulk cargoes through the ownership and operation of drybulk carriers. Currently, it has a fleet of Handysize and Handymax vessels. FreeSeas' common stock trades on the Nasdaq Capital Market under the symbol FREE. Risks and uncertainties are described in reports filed by FreeSeas Inc. with the SEC, which can be obtained free of charge on the SEC's website at http://www.sec.gov. For more information about FreeSeas Inc., please visit the corporate website, www.freeseas.gr.

 

Forward-Looking Statements

 

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company's growth strategy and measures to implement such strategy. Words such as ''expects,'' ''intends,'' ''plans,'' ''believes,'' ''anticipates,'' ''hopes,'' ''estimates,'' and variations of such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in the demand for dry bulk vessels; competitive factors in the market in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to time in the Company's filings with the Securities and Exchange Commission. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

 

Contact Information:

At the Company

 

FreeSeas Inc.

Dimitris Papadopoulos, Chief Financial Officer

011-30-210-45-28-770

Fax: 011-30-210-429-10-10

dp@freeseas.gr

www.freeseas.gr

 

 

 
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