-----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, Dfrmwi0EGvC4k3LUXPhHOceA5WSp3Q5YBqtlONVKh5SXsCsa1uhzPcfHxLz0+R2C uDoWn1Kr+nf1Wrb5cKyLhQ== 0000919574-06-001661.txt : 20060315 0000919574-06-001661.hdr.sgml : 20060315 20060315123939 ACCESSION NUMBER: 0000919574-06-001661 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060315 DATE AS OF CHANGE: 20060315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Golden Energy Marine Corp. CENTRAL INDEX KEY: 0001319876 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-126499 FILM NUMBER: 06687391 BUSINESS ADDRESS: STREET 1: 2 GAMMA STREET STREET 2: 167 77 ELLINIKO CITY: ATHENS STATE: J3 ZIP: 167 77 BUSINESS PHONE: (011)(30)210 894-511 MAIL ADDRESS: STREET 1: 2 GAMMA STREET STREET 2: 167 77 ELLINIKO CITY: ATHENS STATE: J3 ZIP: 167 77 POS AM 1 d648878_f-1.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Post-Effective Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- Golden Energy Marine Corp. (Exact name of registrant as specified in its charter) Republic of the Marshall Islands 4412 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) Golden Energy Marine Corp. Seward & Kissel LLP Attention: Dale Ploughman Attention: Gary J. Wolfe, Esq. 2 Gamma Street One Battery Park Plaza 167 77 Elliniko, Athens Greece New York, New York 10004 (011)(30) 210 894-5110 (212) 574-1200 (Name, address and telephone number (Address and telephone number of Registrant's principal executive offices) of agent for service) -----------------------
Copies to: Gary J. Wolfe, Esq. William J. Whelan, III, Esq. Robert E. Lustrin, Esq. Cravath, Swaine & Moore LLP Seward & Kissel LLP Worldwide Plaza One Battery Park Plaza 825 Eighth Avenue New York, New York 10004 New York, New York 10019 (212) 574-1200 (telephone number) (212) 474-1000 (telephone number) (212) 480-8421 (facsimile number) (212) 474-3700 (facsimile number) -----------------------
Approximate date of commencement of proposed sale to the public: Not applicable. ----------------------- If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |_| 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 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. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| ------------------------- 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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES On July 11, 2005, Golden Energy Marine Corp., a Marshall Islands corporation (the "Company"), filed a registration statement on Form F-1 (Registration No. 33-126499) which became effective on October 5, 2005 (the "Registration Statement") in connection with the Company's initial public offering of common stock (the "Offering"). Pursuant to the Registration Statement, the Company registered an aggregate of 8,625,000 shares of the Company's common stock, par value $0.01 (the "Shares"). The Company determined not to proceed with the Offering and none of the Shares were sold pursuant to the Registration Statement. Accordingly, the Company is filing this Post-Effective Amendment No. 1 to deregister all of the Shares. 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 on Form F-l and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Country of Greece on March 2, 2006. GOLDEN ENERGY MARINE CORP. By: /s/ Dale P. Ploughman -------------------------------- Name: Dale P. Ploughman Title: Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Gary J. Wolfe, Robert E. Lustrin and Kathleen K. Clarke his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on March 2, 2006 in the capacities indicated. Signature Title --------- ----- /s/ Dale P. Ploughman Director, Chief Executive Officer - --------------------- (Principal Executive Officer) Dale P. Ploughman /s/ Kostas Koutsoubelis Director and Chairman - --------------------- Kostas Koutsoubelis /s/ Alex Papageorgiou Chief Financial Officer - --------------------- (Principal Financial Officer and Principal Alex Papageorgiou Accounting Officer) Authorized Representative Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of America, has signed this registration statement in the City of Newark, State of Delaware, on March 2, 2006. PUGLISI & ASSOCIATES By: /s/ Gregory F. Lavelle - ----------------------------------------------------- Name: Gregory F. Lavelle Authorized Representative in the United States -----END PRIVACY-ENHANCED MESSAGE-----