As filed with the Securities and Exchange Commission on September 12, 2006
File No. 333- 129145
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
POST-EFFECTIVE AMENDMENT No. 1 TO
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
EUROSEAS LTD.
(Exact name of registrant as specified in its charter)
Republic of the
Marshall Islands 4412 Not Applicable
------------------------- ------------------------ -------------------------
(State or other Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number
Aethrion Center
40 Ag. Konstantinou Street
151 24 Maroussi, Greece
011 30 210 6105110
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Seward & Kissel LLP
Attention: Lawrence Rutkowski, Esq.
One Battery Park Plaza
New York, New York 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Lawrence Rutkowski, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
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, 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, 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 post-effective amendment filed pursuant to Rule 462(d) 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. [_]
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Aggregate Offering Amount of
to Be Registered Registered(1) per Share(2) Price (2) Registration Fee
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Common Stock, par value 7.026,993(3) U.S.$3.60 U.S.$25,297,174.80 U.S.$2,977.48
U.S. $0.01 per share
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Common Stock, par value
U.S. $0.01 per share,
underlying warrants 1,756,743(4) U.S.$3.60 U.S.$6,324,275 U.S.$744.37
-------------------------------------------------------------------------------------------------------------
Common Stock, par value
U.S. $0.01 per share 818,604(5) U.S. $3.60 U.S.$2,946,974.40 U.S.$346.86
-------------------------------------------------------------------------------------------------------------
TOTAL U.S. $34,568,424 U.S.$4,068.71(6)
=============================================================================================================
(1) Also includes, pursuant to Rule 416 under the Securities Act of 1933 (the
"Securities Act"), an indeterminant number of shares, warrants and options
that may be issued, offered or sold to prevent dilution resulting from
stock splits, stock dividends, or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
(3) Shares currently outstanding that are being registered on behalf of certain
selling shareholders of the Registrant.
(4) Shares issuable upon the exercise of currently outstanding warrants, which
shares are being registered on behalf of certain selling shareholders, and
which warrants are exercisable to purchase one share of Common Stock at an
exercise price of U.S. $3.60 per share.
(5) Shares issued to holders of outstanding common stock of Cove Apparel, Inc.
("Cove"), in connection with the merger of Euroseas Acquisition Company
Inc. with Cove.
(6) Previously paid.
-------------------------
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant 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 this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement
incorporates by reference the Registrant's Annual Report on Form 20-F for the
year ended December 31, 2005, as filed with the Securities and Exchange
Commission ("SEC") on June 30, 2006 and the Registrant's Prospectus Supplement
filed with the SEC on August 30, 2006.
The information in this prospectus is not complete and may be changed. These
securities may not be sold 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 such offer or sale is not permitted.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER 12, 2006
EUROSEAS LTD.
This prospectus relates to offers and sales from time to time by the
persons identified in this prospectus of up to 7,026,993 currently outstanding
shares of our common stock, par value $0.01 per share, 1,756,743 shares of our
common stock issuable upon the exercise of warrants outstanding as of the date
of this prospectus and up to 818,604 shares of our common stock issued to
certain affiliates of Cove Apparel, Inc. ("Cove"), in connection with the merger
of Cove with our subsidiary, Euroseas Acquisition Company Inc. ("EuroSub"). We
refer to each person that may sell shares under this prospectus as a selling
shareholder. This prospectus does not cover the issuance of any shares of common
stock by us. We have agreed to pay all expenses incurred in connection with the
registration of the shares of common stock covered by this prospectus.
Our common stock is currently listed on the Over the Counter Bulletin Board
("OTCBB") under the symbol "ESEAF.OB." We have filed an application to list our
common stock on the Nasdaq National Market and have reserved the symbol "ESEA."
We cannot assure you that such listing will be obtained. On September 11, 2006,
the last reported sale price of our common stock on the OTCBB was $3.00.
The selling shareholders will sell their shares at prevailing market prices
or privately negotiated prices. The selling shareholders may sell the shares of
common stock to or through underwriters, brokers or dealers or directly to
purchasers. Underwriters, brokers or dealers may receive discounts, commissions
or concessions from the selling shareholders, purchasers in connection with
sales of the shares of common stock, or both. Additional information relating to
the distribution of the shares of common stock by the selling shareholders can
be found in this prospectus under the heading "Plan of Distribution."
We will not receive any proceeds from sales of shares of our common stock
by the selling shareholders.
Investing in our common stock involves risks. Please see "Risk Factors"
beginning on page 3.
--------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is [ ], 2006
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS.......................................................ii
PROSPECTUS SUMMARY...........................................................1
RISK FACTORS.................................................................3
FORWARD-LOOKING STATEMENTS...................................................4
USE OF PROCEEDS..............................................................4
PLAN OF DISTRIBUTION.........................................................4
ENFORCEABILITY OF CIVIL LIABILITIES..........................................6
EXPERTS......................................................................6
LEGAL MATTERS................................................................6
WHERE YOU CAN FIND ADDITIONAL INFORMATION....................................6
ABOUT THIS PROSPECTUS
This prospectus is part of a post-effective amendment to a registration
statement that we have filed with the SEC. Under this registration process, the
selling shareholders referred to in this prospectus may offer and sell from time
to time up to 7,026,993 currently outstanding shares of our common stock,
1,756,743 shares of our common stock issuable upon the exercise of warrants
outstanding at an exercise price of $3.60 per share and held by the selling
shareholders as of the date of this prospectus and 818,604 shares of our common
stock issued to certain affiliates of Cove, in connection with the merger of
Cove with EuroSub.
This prospectus does not cover the issuance of any shares of common stock
by us, and we will not receive any of the proceeds from any sale of shares by
the selling shareholders. We have agreed to pay all expenses incurred in
connection with the registration of the shares of common stock covered by this
prospectus.
Information about the selling shareholders may change over time. Any
changed information given to us by the selling shareholders will be set forth in
a prospectus supplement if and when necessary. Further, in some cases, the
selling shareholders will also be required to provide a prospectus supplement
containing specific information about the terms on which they are offering and
selling our common stock. If a prospectus supplement is provided and the
description of the offering in the prospectus supplement varies from the
information in this prospectus, you should rely on the information in the
prospectus supplement.
PROSPECTUS SUMMARY
This summary highlights selected information appearing elsewhere in this
prospectus or incorporated by reference, but may not contain all of the
information that may be important to you. Accordingly, we encourage you to read
carefully this entire prospectus and the documents incorporated by reference
into this prospectus before deciding whether to invest in our common stock. In
this prospectus, the words "Euroseas," "Company," "we," "our," "ours" and "us"
refer to Euroseas Ltd., and its subsidiaries, unless otherwise stated or the
context requires.
This prospectus and the documents incorporated into this prospectus contain
forward-looking statements. You should read the explanation of the
qualifications and limitations on those forward-looking statements on page 3 of
this prospectus. You should also carefully consider the various risk factors,
which may cause our actual results to differ materially from those indicated by
such forward-looking statements. See "Risk Factors" below. You should not place
undue reliance on our forward-looking statements.
The Offering
The selling shareholders named in this prospectus are offering up to
7,026,993 currently outstanding shares of our common stock, par value $0.01 per
share, 1,756,743 shares of our common stock issuable upon the exercise of
warrants outstanding as of the date of this prospectus and up to 818,604 shares
of our common stock issued to certain affiliates of Cove, in connection with the
merger of Cove with EuroSub. We will not receive any of the proceeds from the
sale of the shares. Each selling shareholder will sell the shares whenever it
chooses to do so at varying prices to be determined at the time of each sale
either based upon prevailing market conditions or at negotiated prices. On
September 11, 2006, the last reported sales price for our common stock on the
OTCBB was $3.00. This offering will continue until the earlier of (i) two years
following the date the registration statement was first declared effective, and
(ii) such time as all securities covered by such registration statement have
been sold or may be sold without volume restrictions pursuant to Rule 144(k)
under the Securities Act of 1933, as amended (the "Securities Act").
Our Company
We are Euroseas, a Marshall Islands company incorporated in May 2005. We
are a provider of international seaborne transportation services, carrying
various drybulk cargoes including, among others, iron ore, coal, grain, bauxite,
phosphate and fertilizers, as well as containerized cargoes. As of September 11,
2006, our fleet consisted of eight vessels, including two Panamax drybulk
carriers, two Handysize drybulk carriers, three Handysize feeder containerships
and one Handysize multipurpose vessel. The total cargo carrying capacity of the
four drybulk carriers is 207,464 deadweight tons, or dwt, and of the three
containerships is 66,100 dwt and 4,636 twenty-foot equivalent units, or teu. Our
multipurpose vessel can carry 22,568 dwt and/or 950 teu.
Our executive offices are located at 40 Ag. Konstantinou Ave., 151 24,
Maroussi, Greece. Our telephone number is +30-211-1804005.
Our Fleet
As of September 11, 2006, the profile and deployment of our fleet is the
following:
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Year
Name Type Dwt TEU Built Employment TCE Rate ($/day)
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Dry Bulk
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Baumarine
Pool - until
IRINI Panamax 69,734 1988 end 2008 $17,000 to $20,000 (*)
NIKOLAOS P. Handysize 34,750 1984 Spot
TC until
ARIEL Handysize 33,712 1977 Sept-06 $8,500
ARISTIDES N.P. (**) Panamax 69,268 1993 Cargill $19,750 until Nov-06
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Total Dry Bulk Vessels 4 207,464
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Container Carriers
TC until
ARTEMIS Handysize 29,693 2,098 1987 Dec-08 $19,000
TC until
YM QINGDAO I Handysize 18,253 1,269 1990 Mar-07 $11,900
TC until $16,000 until Nov-06,
KUO HSIUNG Handysize 18,154 1,269 1993 Nov-07 $12,000 until Nov-07
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Total Container Carriers 3 66,100 4,636
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Multipurpose Vessels
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$8,850 until Dec-08,
TC until $9,950 until Dec-10,
TASMAN TRADER Multipurpose 22,568 950 1990 Mar-12 $9,000 until Mar-12
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Total Multipurpose Vessels 1 22,568 950
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8 296,132 5,586
FLEET GRAND TOTAL
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(*) The owning company of m/v Irini participates in 3 short funds
(contracts of affreightment to carry cargo) that provide an effective
coverage of m/v Irini for 102% in 2006, 77% in 2007 and 42% in 2008.
The combination of the short funds and pool employment secures the
mentioned rate range for the greater part of the next 2.5 years.
(**) On July 25, 2006, we signed a memorandum of agreement to purchase m/v
Torm Tekla. The vessel was delivered to us on September 4, 2006 and
was renamed m/v Aristides N.P.
Recent Developments
On March 20, 2006, a subsidiary of the Company signed a Memorandum of
Agreement to sell m/v John P, a handysize bulk carrier of 26,354 dwt built in
1981 for $4.95 million. The vessel was delivered to the buyer on July 5, 2006.
On April 10, 2006, Xenia International Corporation ("Xenia"), a
wholly-owned subsidiary of the Company signed a Memorandum of Agreement to
purchase m/v Tasman Trader, a multipurpose dry cargo vessel of 22,568 dwt and
950 teu built in 1990 for $10.78 million. The vessel was delivered to the
Company on April 27, 2006. In order to partly finance the purchase of the
vessel, Xenia entered into a loan agreement for $8,250,000 with Fortis Bank. The
loan is payable in 23 consecutive quarterly installments of $265,000 each
commencing three months from drawdown, with a final balloon payment of
$2,155,000 payable with the final installment. The loan has similar covenants to
the rest of the Company's loans.
On April 11, 2006, a subsidiary of the Company agreed to sell m/v Pantelis
P, a handysize bulk carrier of 26,354 dwt built in 1981 for $4.65 million. The
vessel was delivered to the buyer on May 31, 2006.
On July 25, 2006, Prospero Maritime Inc., a wholly-owned subsidiary of the
Company, signed a Memorandum of Agreement to purchase m/v Torm Tekla, a panamax
size drybulk vessel of 69,268 dwt built in 1993 for $23.46 million. The vessel
was delivered to the Company on September 4, 2006 and was renamed m/v Aristides
N.P. The acquisition will be financed with approximately 35% of equity (about $8
million) from the Company's cash reserves and the remaining amount with a bank
loan of $15,500,000 with CALYON. The loan is repayable in 14 consecutive
semi-annual installments commencing six months from drawdown, as follows: the
first two installments are in the amount of $1,200,000 each, the third
installment is in the amount of $1,000,000, the remaining eleven installments
are in the amount of $825,000 each, and there is a final balloon payment of
$3,025,000 payable with the final installment. The loan has similar covenants to
the rest of the Company's loans.
On August 7, 2006, the Board of Directors declared a dividend in the amount
of $0.06 per share which will be payable on or about September 15, 2006 to those
holders of record of common stock of the Company on September 5, 2006.
On August 8, 2006, the Company held its annual shareholders' meeting. At
the meeting the following actions were approved by the Company's shareholders:
o Aristides J. Pittas, Dr. Anastasios Aslidis and Aristides P. Pittas
were re-elected as Class A Directors whose term will expire at the
2008 annual meeting;
o Panagiotis Kyriakopoulos and George Skarvelis were re-elected as Class
B Directors whose term will expire at the 2009 annual meeting;
o The shareholders approved the Board's proposal to amend the Company's
Articles of Incorporation to effect a reverse stock split at a ratio
of not less than one-for-two and not more than one-for-four any time
prior to September 1, 2007, with the exact ratio to be determined by
the Board;
o The shareholders approved the Euroseas 2006 Stock Incentive Plan; and
o The shareholders approved the appointment of Deloitte, Hadjipavlou,
Sofianos & Cambanis S.A. as the Company's independent auditors for the
fiscal year ending December 31, 2006.
RISK FACTORS
Any investment in our stock involves a high degree of risk. We have
identified a number of risk factors which you should consider before buying
shares of our common stock. These risk factors are incorporated by reference
into this registration statement from our annual report on Form 20-F filed on
June 30, 2006. Some of these risk factors contained in our annual report on Form
20-F relate principally to the industry in which we operate and our business in
general. Other risks relate to the securities market for and ownership of our
common stock. Any of these risk factors could significantly and negatively
affect our business, financial condition, operating results and common stock
price.
FORWARD-LOOKING STATEMENTS
This prospectus, and the documents incorporated by reference in this
prospectus, contain forward-looking statements. These forward-looking statements
include information about possible or assumed future results of our operations
or our performance. Words such as "expects," "intends," "plans," "believes,"
"anticipates," "estimates," and variations of such words and similar expressions
are intended to identify the forward-looking statements. Although we believe
that the expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to have
been 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 our
control. Actual results may differ materially from those expressed or implied by
such forward-looking statements. Forward-looking statements include statements
regarding:
o our future operating or financial results;
o future, pending or recent acquisitions, business strategy, areas of
possible expansion, and expected capital spending or operating
expenses; and
o drybulk and containership market trends, including charter rates and
factors affecting vessel supply and demand.
We undertake no obligation to publicly update or revise any forward-looking
statements contained in this prospectus, or the documents to which we refer you
in this prospectus, to reflect any change in our expectations with respect to
such statements or any change in events, conditions or circumstances on which
any statement is based.
USE OF PROCEEDS
We will not receive any proceeds from sales of shares of our common stock
by the selling shareholders.
PLAN OF DISTRIBUTION
We are registering shares of our common stock under the Securities Act for
sale by the selling shareholders. As used in this prospectus, "selling
shareholders" include certain entities identified in the footnotes to the table
in the section captioned "Selling Shareholders" as the holders of record of the
indicated securities and include the respective pledgees, assignees,
successors-in-interest, donees, transferees or others who may later hold the
selling shareholders' Euroseas common stock and would be identified in an
amendment to this prospectus at the appropriate time. We have agreed to pay the
costs and fees of registering the shares, but the selling shareholders will pay
any brokerage commissions, discounts or other expenses relating to the sale of
the shares.
The selling shareholders will sell their shares at prevailing market
prices or privately negotiated prices. A Selling Shareholder may use any one or
more of the following methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o settlement of short sales entered into after the effective date of the
registration statement of which this prospectus is a part;
o broker-dealers may agree with the Selling Stockholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale;
o through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise; or
o any other method permitted pursuant to applicable law.
The Selling Shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Shareholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Shareholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated, but, except as set forth in a supplement to this prospectus, in the
case of an agency transaction not in excess of a customary brokerage commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.
In connection with the sale of Euroseas common stock or interests therein,
the Selling Shareholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The Selling
Shareholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The Selling
Shareholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
The Selling Shareholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Each Selling Shareholder has informed us
that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the common stock. In no event shall
any broker-dealer receive fees, commissions and markups which, in the aggregate,
would exceed eight percent (8%).
We are required to pay certain fees and expenses incurred by us incident to
the registration of the shares. We have agreed to indemnify the Selling
Shareholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
Because Selling Shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act, they will be subject to the prospectus delivery
requirements of the Securities Act. In addition, any securities covered by a
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than under a prospectus. Each Selling
Shareholder has advised us that it has not entered into any written or oral
agreements, understandings or arrangements with any underwriter or broker-dealer
regarding the sale of the common stock. There is no underwriter or coordinating
broker acting in connection with the proposed sale of the common stock by the
Selling Shareholders.
We have agreed to keep a prospectus effective until the earlier of (i) the
date on which the shares may be resold by the Selling Shareholders without
registration and without regard to any volume limitations by reason of Rule
144(e) under the Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold pursuant to the prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The common stock will be
sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the common
stock may not be sold unless it has been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the common stock may not simultaneously engage in
market making activities with respect to the common stock for a period of two
business days prior to the commencement of the distribution. In addition, the
Selling Shareholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which may
limit the timing of purchases and sales of shares of the common stock by the
Selling Shareholders or any other person. Euroseas will make copies of any
prospectus available to the Selling Shareholders and have informed them of the
need to deliver a copy of a prospectus to each purchaser at or prior to the time
of the sale.
In addition, BTG Investments, LLC ("BTG"), a wholly owned affiliate of Roth
Capital LLC ("Roth Capital"), purchased shares and warrants in our Private
Placement on August 25, 2005 (the "BTG Shares"). Under NASD rules, neither BTG
nor Roth Capital will be permitted to re-sell the BTG Shares until 180 days
after the date of the first sale of common stock registered pursuant to our
registration statement on Form F-1 (File No. 333-129145).
ENFORCEABILITY OF CIVIL LIABILITIES
We are a Marshall Islands company and our executive offices are located
outside of the United States of America in Maroussi, Greece. Some of our
directors and officers and some of the experts named herein reside outside the
United States of America. In addition, a substantial portion of our assets and
the assets of our directors, officers and experts are located outside of the
United States of America. As a result, you may have difficulty serving legal
process within the United States of America upon us or any of these persons. You
may also have difficulty enforcing, both in and outside the United States of
America, judgments you may obtain in United States of America courts against us
or these persons in any action, including actions based upon the civil liability
provisions of United States of America 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 United States of America federal or state securities laws.
EXPERTS
The financial statements as of December 31, 2004 and 2005 and for each of
the years in the period ended December 31, 2005 incorporated in this prospectus
by reference from the Company's Annual Report on Form 20-F for the year ended
December 31, 2005 have been audited by Deloitte, Hadjipavlou, Sofianos &
Cambanis S.A., an independent registered public accounting firm, as stated in
their report which is incorporated herein by reference and has been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
LEGAL MATTERS
Seward & Kissel LLP is acting as our counsel in compliance with United
States securities laws.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
As required by the Securities Act, we filed a registration statement
relating to the securities offered by this prospectus with the SEC. This
prospectus is a part of that registration statement, which includes additional
information.
Government Filings
We file annual and special reports within the SEC. You may read and copy
any document that we file at the SEC's Public Reference Room at 100 F Street,
N.E., 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 SEC at its principal
office in Washington, D.C. 20549. The SEC maintains a website
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
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 SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
o Our Annual Report on Form 20-F for the year ended December 31, 2005,
as filed with the SEC on June 30, 2006;
o Our Prospectus Supplement filed with the SEC on August 30, 2006;
o The description of our securities contained in (a) our Registration
Statement on Form F-1, File No. 333-129145, as amended, filed with the
SEC on October 20, 2005, (b) and any amendment or report filed for the
purpose of updating that description; and
o We are also incorporating by reference all subsequent annual reports
on Form 20-F that we file with the SEC and certain Reports on Form 6-K
that we furnish to the SEC 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 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 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 SEC 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 filings or any
subsequent filing we incorporated by reference into this prospectus by writing
or telephoning us at the following address:
Euroseas Ltd.
Aethrion Center
40 Ag. Konstantinou Street
151 24 Maroussi
Greece
Attn: Aristides J. Pittas
Telephone: 011 30 211 1804005
Website: http:// www.euroseas.gr
or
Euroseas Ltd.
Mr. Anastasios Aslidis
2693 Far View Drive
Mountainside, New Jersey 07092
Telephone: (908) 301-9091
Email: aha@euroseas.com
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers.
The Bylaws 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 Corporations Act (Part I of the
Associations Law) 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 no reasonable cause to believe his conduct was unlawful.
Section 60 of the Business Corporations Act (Part I 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 best interests of the corporation, and, with respect to any
criminal action or proceeding, 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 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 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 claim, 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 is successful. To the extent that 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 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 7. Recent Sales of Unregistered Securities
On August 25, 2005, Euroseas raised approximately $21 million in gross
proceeds from a private placement transaction of its securities to a number of
institutional and accredited investors. In the private placement, Euroseas
issued 7,026,993 shares of common stock at a price of $3.00 per share, as well
as warrants to purchase an additional 1,756,743 shares of common stock. The
warrants have a five year term and an exercise price of $3.60. All of such
shares were issued, and the warrants were granted, in transactions exempt from
the registration requirements under the Securities Act of 1933, as amended,
pursuant to Section 4(2) thereof and pursuant to Rule 506 of Regulation D. In
particular, there were not more than 35 purchasers of securities and each
purchaser represented that it was either (i) an "accredited investor" as defined
in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or
(ii) a "qualified institutional buyer" as defined in Rule 144A(a) under the
Securities Act. Each purchaser further represented that it had such knowledge
and experience in financial and business matters that it was capable of
evaluating the merits and risks of the prospective investment. Finally, each
purchaser acknowledged that it was not purchasing the securities as a result of
any advertisement, article, notice or other communication regarding the
securities published in any newspaper, magazine or similar media or broadcast
over television or radio or presented at any seminar or any other general
solicitation or general advertisement. Euroseas filed a Form D with the
Commission with respect to this private placement.
Item 8. Exhibits and Financial Statement Schedules.
a. Exhibits
2.1 Agreement and Plan of Merger dated as of August 25, 2005 by and among
Euroseas Ltd., Euroseas Acquisition Company Inc., Cove Apparel, Inc.,
and Kevin Peterson, Shawn Peterson, Jodi Hunter and Daniel Trotter (1)
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated November 22,
2005 (2)
3.1 Articles of Incorporation of Euroseas Ltd. (1)
3.2 Bylaws of Euroseas Ltd. (1)
4.1 Specimen Common Stock Certificate (1)
4.2 Form of Securities Purchase Agreement (1)
4.3 Form of Registration Rights Agreement (1)
4.4 Form of Warrant (1)
4.5 Registration Rights Agreement between Euroseas Ltd. and Friends
Investment Company Inc., dated November 2, 2005 (2)
5.1 Opinion of Seward & Kissel LLP, special Marshall Islands Counsel to
the Registrant, as to the validity of the shares of Common Stock (3)
10.1 Form of Lock-Up Agreement (1)
10.2 Loan Agreement between Diana Trading Ltd., as borrower, and Oceanopera
Shipping Limited, as corporate guarantor, and HSBC Bank plc, as the
lender, dated October 16, 2002 for the amount of USD$5,900,000 (1)
10.3 Loan Agreement between Diana Trading Ltd., as borrower, and HSBC Bank
plc, as lender, for the amount of USD$4,200,000 dated May 9, 2005 (1)
10.4 Loan Agreement dated May 16, 2005 between EFG Eurobank Ergasias S.A.,
as lender, and Alcinoe Shipping Limited, Oceanopera Shipping Limited,
Oceanpride Shipping Limited, and Searoute Maritime Limited, as
borrowers, for the amount of US$ 13,500,000 (1)
10.5 Secured Loan Facility Agreement dated May 24, 2005 between Allendale
Investments S.A. and Alterwall Business Inc. as borrowers, Fortis Bank
(Nederland) N.V. and others as lenders, and Fortis Bank (Nederland)
N.V. as agent and security trustee for USD$20,000,000 (1)
10.6 Form of Standard Ship Management Agreement (1)
10.7 Agreement between Eurobulk Ltd. and Eurochart S.A., for the provision
of exclusive brokerage services, dated December 20, 2004 (1)
10.8 Form of Current Time Charter (1)
10.9 Services Agreement between Euroseas Ltd. and Eurobulk Ltd. dated
November 2, 2005 (2)
10.11 Loan Agreement between Salina Shipping Corp., as borrower, and
Calyon, as lender, for the amount of USD$15,500,000 dated December 28,
2005 (4)
10.12 Loan Agreement between Xenia International Corp., as borrower, and
Fortis Bank N.V./S.A., Athens Branch and others, as lenders, for the
amount of USD$8,250,000 dated June 30, 2006 (3)
10.13 Loan Agreement between Prospero Maritime Inc., as borrower, and
Calyon, as lender, for the amount of USD$15,500,000 dated August 30,
2006 (3)
21.1 Subsidiaries of the Registrant (3)
23.1 Consent of Seward & Kissel LLP (included in its opinions filed as
Exhibit 5.1)
23.2 Consent of Deloitte, Hadjipavlou, Sofianos & Cambanis S.A. (3)
24.1 Power of Attorney (5)
----------
(1) Incorporated by reference to our Registration Statement on Form F-1 (File
No. 333-129145) filed on October 20, 2005
(2) Incorporated by reference to our Amendment No. 1 to Registration Statement
on Form F-1 (File No. 333-129145) filed on December 5, 2005
(3) Filed herewith
(4) Incorporated by reference to our Amendment No. 2 to Registration Statement
on Form F-1 (File No. 333-129145) filed on January 19, 2006
(5) Included on the signature page of this Registration Statement
b. Financial Statement Schedules
None.
Item 9. Undertakings.
(a) Rule 415 Offering.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
(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; and
(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, 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 ss.210.3-19 of Regulation S-X 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 Act or Rule 3-19 of
this chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), that are incorporated by reference
in the Form F-3.
(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. 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 first use,
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 date of first use.
(6) That for the purpose of determining liability of the registrant under the
Act to any purchaser in the initial distribution of the securities:
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.
(b) Filings incorporating subsequent Exchange Act documents by reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Ac (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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.
(e) Incorporated annual and quarterly reports.
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 Exchange Act; 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.
(h) Request for acceleration of effective date or filing of registration
statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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 this Post-Effective Amendment No. 1 to Form F-1 and has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Maroussi, Country of Greece on September 12, 2006.
EUROSEAS LTD.
By: /s/ Aristides J. Pittas
-------------------------
Name: Aristides J. Pittas
Title: Chairman of the Board and President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Aristides J. Pittas, Tasos Aslidis, or any one of them, as his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any and
all capacities to execute in the name of each such person who is then an officer
or director of the Registrant any and all amendments (including post-effective
amendments) to this Registration Statement, and any registration statement
relating to the offering hereunder pursuant to Rule 462 under the Securities Act
of 1933 and to file the same with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents and each of them full power and authority to
do and perform each and every act and thing required or necessary to be done in
and about the premises as fully as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
SIGNATURES TITLE DATE
---------------------------- ------------------------------------------- --------------------
/s/ Aristides J. Pittas Chairman of the Board of Directors, September 12, 2006
---------------------------- President and Chief Executive Officer
Aristides J. Pittas (Principal Executive Officer)
/s/ Dr. Anastasios Aslidis Chief Financial Officer, Treasurer September 12, 2006
---------------------------- and Director
Dr. Anastasios Aslidis (Principal Financial and Accounting
Officer) and Authorized Representative in
the United States
/s/ Aristides P. Pittas Vice Chairman and Director September 12, 2006
----------------------------
Aristides P. Pittas
/s/ Stephania Karmiri Secretary September 12 2006
----------------------------
Stephania Karmiri
/s/ George Skarvelis Director September 12, 2006
----------------------------
George Skarvelis
/s/ George Taniskidis Director September 12, 2006
----------------------------
George Taniskidis
/s/ Gerald Turner Director September 12, 2006
----------------------------
Gerald Turner
/s/ Panagiotis Kyriakopoulos Director September 12, 2006
----------------------------
Panagiotis Kyriakopoulos
SK 02558 0002 688250 v3