20-F/A 1 d1295467_20f-a.htm d1295467_20f-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
__________________________
 
FORM 20-F/A
__________________________


  o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
  
     
 
OR
  
  x    
     
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
     
 
For the fiscal year ended December 31, 2011
  
     
 
OR
  
     
  o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
     
 
For the transition period from              to
  
     
 
OR
  
     
  o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
     
 
Date of event requiring this shell company report. . . . . . . . . . . . . . . .
  
     
 
Commission file number 001-33655
  
     
     
 
PARAGON SHIPPING INC.
  
 
(Exact name of Registrant as specified in its charter)
  
     
 
Paragon Shipping Inc.
  
 
(Translation of Registrant's name into English)
  
     
 
Republic of the Marshall Islands
  
 
(Jurisdiction of incorporation or organization)
  
     
 
15 Karamanli Ave., GR 166 73, Voula, Greece
  
 
(Address of principal executive offices)
  
     
 
Michael Bodouroglou, +30 210 891 4600, m.bodouroglou@paragonshipping.gr
15 Karamanli Ave., GR 166 73, Voula, Greece
  
 
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
  
     
     

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class
Name of each exchange on which registered
   
Common shares, $0.001 par value
New York Stock Exchange
Preferred stock purchase rights
New York Stock Exchange



 
 
 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2011, there were 60,898,297 shares of the registrant's Common Stock, par value $0.001 per share, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes   x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 
o Yes   x No

Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 x Yes  o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 x Yes  o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See the definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
  
Accelerated filer x
  
Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP x
  
International Financial Reporting Standards as issued by the International Accounting Standards o
  
Other o
         


If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17  o Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
o Yes   x No

 
 
 

EXPLANATORY NOTE
 
 
This Amendment No. 2 to the Annual Report of Paragon Shipping Inc. (the "Company") on Form 20-F for the fiscal year ended December 31, 2011, originally filed with the Securities and Exchange Commission (the "SEC") on April 27, 2012 (the "2011 Form 20-F"), as amended by Amendment No. 1 to the 2011 Form 20-F, as filed with the SEC on May 11, 2012 (the "Amendment No. 1"), is being filed solely to correct certain discrepancies contained in the Interactive Data File disclosure furnished as Exhibit 101 to Amendment No. 1 in accordance with Rule 405 of Regulation S-T.
 
Due to a coding error, the Interactive Data Files contained in Exhibit 101 to Amendment No. 1 contain discrepancies in the scaling of the financial statement amounts.  Certain numerical amounts were inadvertently rendered in thousands of U.S. dollars instead of being correctly designated in U.S. dollars as shown.  It is noted that such amounts were correctly rendered in the financial statement tables included in the 2011 Form 20-F originally filed with the SEC on April 27, 2012.  The Company has corrected the scaling discrepancies in the Interactive Data furnished as Exhibit 101 to this Amendment No. 2.  The remainder of the Interactive Data Files, which were correctly stated in Amendment No. 1, are also included in Exhibit 101 being furnished with this Amendment No. 2.
 
Other than as expressly set forth above, this Amendment No. 2 does not, and does not purport to, amend, update or restate the information contained in the 2011 Form 20-F, or reflect any events that have occurred after the 2011 Form 20-F was originally filed.
 
Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these Interactive Data Files are deemed not filed or part of any registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
 
 

 

 
 
 

 
 PART III
 
 
Item 19.                      Exhibits

Exhibit
Number
  Description 
   
101
The following financial information from Paragon Shipping Inc.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2011, filed with the SEC on April 27, 2012, formatted in Extensible Business Reporting Language (XBRL):
 
(i) Consolidated Balance Sheets as of December 31, 2010 and 2011;
(ii) Consolidated Statements of Operations for the years ended December 31, 2009, 2010 and 2011;
(iii) Consolidated Statements of Shareholders' Equity for the years ended December 31, 2009, 2010 and 2011;
(iv) Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2010 and 2011; and
(v) Notes to Consolidated Financial Statements.

 
 
 

SIGNATURES
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
 

 
 
PARAGON SHIPPING INC.
   
   
 
By:
/s/ Michael Bodouroglou
 
Name:
Michael Bodouroglou
 
Title:
Chairman, President, Chief Executive Officer and Interim Chief Financial Officer
     
Dated: May 31, 2012