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Republic
of the Marshall Islands
(State
or other jurisdiction of
incorporation
or organization)
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N/A
(I.R.S.
Employer Identification No.)
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Euroseas
Ltd.
Aethrion Center 40 Ag. Konstantinou Street 151 24 Maroussi Greece 001 30 211 1804005 (Address
and telephone number of
Registrant’s
principal executive offices) |
Seward
&
Kissel
LLP
Attention: Lawrence
Rutkowski,
Esq.
One
Battery Park Plaza
New
York, New York 10004
(212)
574-1200
(Name,
address and telephone
number of agent for service) |
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Copies
to:
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Euroseas
Ltd.
Aethrion
Center
40
Ag. Konstantinou Street
151
24 Maroussi Greece
001
30 211 1804005
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Lawrence
Rutkowski, Esq.
Seward
& Kissel LLP
One
Battery Park Plaza
New
York, New York 10004
(212)
574-1200
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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.
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| If only securities being registered on the Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] |
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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]
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| 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.D. 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. [_] |
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If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule
413(b) under the Securities Act, check the following box. [_]
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| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] |
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Title
of Each Class of Securities to be Registered
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Amount
to be Registered (1)(4)
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Proposed
Maximum Aggregate
Price
Per Unit (2)
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Proposed
Maximum Aggregate Offering Price (1)
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Amount
of Registration Fee
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Primary
Offering
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Common
Shares, par value $ 0.03 per share (3)
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Preferred
Shares, par value $ 0.01 per share (3)
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Debt
Securities (3)(4)
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Warrants
(5)
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Purchase
Contracts (6)
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Units
(7)
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Primary
Offering Total
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$ |
200,000,000
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$ |
6,140
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Secondary
Offering
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Common
Shares, par value $ 0.03 per share to be offered by certain selling
shareholders
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9,918,056
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11.21
(8)
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$ | 111,181,407.76 | (8) | $ | 3,413.27 | (8) | ||
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Total
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$ |
311,181,407.76
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$ | 9,553.27 | (9) | |||||
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(1)
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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 $200,000,000.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(o). 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
Euroseas
Ltd. pursuant to this registration statement exceed
$200,000,000.
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(3)
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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.
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(4)
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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
$200,000,000.
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(5)
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There
is being registered hereunder an indeterminate number of warrants
as may
from time to time be sold at indeterminate
prices.
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(6)
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There
is being registered hereunder an indeterminate number of purchase
contracts as may from time to time be sold at indeterminate
prices.
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(7)
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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.
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(8)
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Pursuant
to Rule 457(c), the offering price and registration fee are computed
on
the average of the high and low prices for the common stock on the
Nasdaq
Global Market on May 8, 2007.
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(9)
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Previously
paid.
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The
undersigned registrant hereby
undertakes:
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement,
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933;
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(ii)
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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.
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(iii)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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 of this chapter 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.
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(5)
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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.
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(6)
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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.
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(7)
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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:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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(ii)
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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;
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(iii)
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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
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(iv)
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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(8)
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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.
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(9)
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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.
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(10)
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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.
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EUROSEAS
LTD.
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By:
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/s/
Aristides J. Pittas
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Name:
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Aristides
J. Pittas
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Title:
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President
and Chief Executive Officer
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Signature
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Title
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Date
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/s/
Aristides J. Pittas
Aristides
J. Pittas
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Chairman
of the Board of Directors,
President
and Chief Executive Officer
(Principal
Executive Officer)
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May
14, 2007
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/s/
Dr. Anastasios Aslidis
Dr.
Anastasios Aslidis
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Chief
Financial Officer, Treasurer and Director
(Principal
Financial and Accounting Officer)
and
Authorized Representative in the United States
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May
14, 2007
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/s/
Aristides P. Pittas
Aristides
P. Pittas
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Vice
Chairman and Director
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May
14, 2007
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/s/
Stephania Kamiri
Stephania
Kamiri
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Secretary
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May
14, 2007
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/s/
George Skarvelis
George
Skarvelis
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Director
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May
14, 2007
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/s/
Gerald Turner
Gerald
Turner
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Director
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May
14, 2007
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/s/
Panagiotis Kyriakopoulos
Panagiotis
Kyriakopoulos
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Director
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May
14, 2007
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Exhibits
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Description
of Exhibits
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1.1
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Form
of Underwriting Agreement *
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3.1
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Articles
of Incorporation of Euroseas Ltd. **
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3.2
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Bylaws
of Euroseas Ltd. **
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3.3
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Amendment
to Articles of Incorporation of Euroseas Ltd. ***
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4.1
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Specimen
common share certificate ****
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4.2
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Specimen
preferred shares certificate *
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4.3
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Form
of warrant agreement *
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4.4
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Form
of purchase contract *
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4.5
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Form
of unit agreement *
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4.6
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Form
of senior debt security indenture *****
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4.7
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Form
of subordinated debt security indenture *****
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5.1
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Opinion
of Seward & Kissel LLP, United States and Marshall Islands counsel to
Euroseas Ltd. *****
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8.1
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Opinion
of Seward & Kissel LLP, as to certain tax matters
*****
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11.1
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Computation
of ratio of earnings to fixed charges (included in the Company's
Registration Statement on Form F-3 (File No. 333-142794) dated May
10,
2007)
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21.1
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Subsidiaries
of the Company *****
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23.1
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Consent
of Seward & Kissel LLP (included in Exhibit 5.1)
*****
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23.2
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Consent
of Deloitte; Hadjipavlou, Sofianos & Cambanis S.A.
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24.1
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Power
of Attorney (contained on signature page)
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25.1
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Form
of T-1 Statement of Eligibility (senior indenture) *
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25.2
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Form
of T-1 Statement of Eligibility (subordinated indenture)
*
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*
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To
be filed as an amendment or as an exhibit to a report filed pursuant
to
the Securities Exchange Act of 1934, as amended and incorporated
by
reference herein.
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**
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Filed
as an Exhibit to the Company's Registration Statement on Form F-1
(File
No. 333-129145) on October 20,
2005.
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***
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Filed
as an Exhibit to the Company's Registration Statement on Form F-1
(File
No. 333-138780) on November 16,
2006.
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****
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Filed
as an Exhibit to the Company's Amended Registration Statement (File
No.
333-129145) on January 10, 2007.
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*****
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Filed
as an Exhibit to the Company's Registration Statement on Form F-3
(File
No. 333-142794) on May 10, 2007.
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