-----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, U2M4vvSMDLFZd/WQVrJIOq1ClaVu/zl2WU76cZFdipEL4atRVTaqldE5CcId1CvF yHWmDJUTx2RpQ4NQ98crJw== 0000919574-09-007953.txt : 20090327 0000919574-09-007953.hdr.sgml : 20090327 20090327160458 ACCESSION NUMBER: 0000919574-09-007953 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090327 DATE AS OF CHANGE: 20090327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OCEANFREIGHT INC. CENTRAL INDEX KEY: 0001395593 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33416 FILM NUMBER: 09710451 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: ATHENS 15125 STATE: J3 ZIP: 00000 BUSINESS PHONE: (011)(30) 210 614 02 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: ATHENS 15125 STATE: J3 ZIP: 00000 6-K 1 d981543_6-k.htm d981543_6-k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of: March 2009

Commission File Number:  001-33416

OceanFreight Inc.
(Translation of registrant’s name into English)
 
 
80 Kifissias Avenue, Athens 15125, 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 [X]       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): ___
 
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
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: ___
 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 

 
 
 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT
 
Attached hereto as Exhibit 1 is the capitalization table of OceanFreight Inc. (the “Company”) as of December 31, 2008, as adjusted and as further adjusted.
 
This report is incorporated by reference into the Company’s F-3 Registration Statement (File no. 333-150579) that was filed with the Securities and Exchange Commission (the “Commission”) with an effective date of June 6, 2008.
 

 

 
 
 

Exhibit 1
CAPITALIZATION

The following table sets forth our consolidated capitalization as of December 31, 2008:
 
 
·
on an actual basis;
 
 
·
on an adjusted basis to give effect to (i) the payment of the principal installments under our Nordea senior secured credit facility and DVB secured credit facility of $6.9 million on January 2, 2009 and $2.75 million on March 16, 2009, respectively; (ii) the partial repayment of the sellers’ credit of $6.1 million; (iii) the incurrence of $29.56 million of indebtedness under the DVB secured credit facility, which we drew down in full on January 14, 2009; (iv) the prepayment of $25 million pursuant to our amendatory agreement to our Nordea credit facility dated January 9, 2009, which we paid on January 23, 2009; and (v) the issuance of 3,150,000 common shares pursuant to the Standby Equity Purchase Agreement with YA Global SPV Ltd., dated January 30, 2009, as amended (“SEPA”), resulting in net proceeds $6.1 million less legal and other related expenses of $0.3 million.
 
 
·
on a further adjusted basis giving effect to (a) the issuance and sale of the remaining 73,305,507 common shares of our authorized share capital of 95,000,000 common shares pursuant to the SEPA at a price equal to 98.5% of the dollar volume weighted averaged price on the day we sell shares, resulting in net proceeds of approximately $113.36 million; and (b) the payment of the $18.9 million balance of the sellers’ credit from the proceeds of the sale of shares offered pursuant to the SEPA.
 
   
As of December 31, 2008
  
   
 (in thousands of U.S. Dollars)
  
         
 
        
   
Actual
    
As
Adjusted (1)
    
As Further
Adjusted (2)
  
Debt
                  
Current portion of long-term debt
   $ 60,889     $ 37,195     $ 37,195  
Long-term debt, net of current portion
     247,111       265,674       265,674  
Short-term unsecured sellers credit
     25,000       18,900       -  
Total debt
   $ 333,000     $ 321,769     $ 302,869  
Shareholders’ equity
                        
Preferred stock, $0.01 par value; 5,000,000 shares authorized, none issued
     —       —       —  
Common shares, $0.01 par value; 95,000,000 shares authorized, 18,544,493 shares issued and outstanding actual, 21,694,493 shares issued and outstanding as adjusted and 95,000,000 shares as further adjusted
     185       217       950  
Subordinated shares, $0.01 par value; 10,000,000 shares authorized, 0 shares issued and outstanding actual, as adjusted and as further adjusted
     —       —       —  
Additional paid-in capital
     271,824       277,628       390,258  
Accumulated deficit
     (25,048 )     (25,048 )     (25,048 )
Total shareholders’ equity
     246,961       252,797       366,160  
Total capitalization
   $ 579,961     $ 574,566     $ 669,029  

____________

(1)
There have been no material changes to our capitalization since December 31, 2008, as so adjusted.

(2)
Assumes a sales price of $1.57 per share, which was the last reported closing price of our common stock on March 26, 2009.

 
 
 


SIGNATURES

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

 
 
OCEANFREIGHT INC.
 
(Registrant)
   
   
   
Dated:  March 27, 2009
By:
/s/ Anthony Kandylidis
   
Anthony Kandylidis
   
Chief Executive Officer
     
     


SK 25754 0002 981543 v2



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