Exhibit 3.01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2016
Commission File Number: 000-51672
FREESEAS INC.
(Name of Registrant)
10, Eleftheriou Venizelou Street (Panepistimiou Ave.), 106 71, Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
On April 11, 2016, FreeSeas Inc. (the “Company”) filed an amendment to its Amended and Restated Articles of Incorporation to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share. A copy of the amendment is attached hereto as Exhibit 3.01.
As previously disclosed on a Form 6-K filed on April 11, 2016, on April 8, 2016, the shareholders of the Company authorized the Board to effect one or more reverse splits of the Company’s issued and outstanding common stock at a ratio within the range from 1-for-2 up to 1-for-200, at any time prior to April 8, 2017, at the discretion of the Company’s Board of Directors.
On April 8, 2016, the Company’s Board of Directors authorized a reverse stock split at a ratio of 1-for-200, which will be effective at 12:01 a.m. New York time (4:01 p.m. Marshall Islands time) on April 14, 2016. As a result of the reverse stock split, every 200 shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of the Company’s common stock. No fractional shares of common stock will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to a fractional share shall receive the next higher number of whole shares.
The par value and
other terms of Company’s common stock were not affected by the reverse stock split. The Company’s post-reverse split
common shares have a new CUSIP number, Y26496227. The Company’s transfer agent, American Stock Transfer & Trust Company,
LLC is acting as exchange agent for the reverse stock split and will send instructions to shareholders of record regarding the
exchange of certificates for common stock.
On April 13, 2016, the Company issued the press release relating to the reverse stock split. A copy of the press release that discusses these matters is filed as Exhibit 99.01 to, and incorporated by reference in, this report.
The following exhibits are filed herewith:
|
Exhibit Number |
Description | |
| 3.01 | Certificate of Amendment to the Amended and Restated Articles of Incorporation, as filed with the Registrar of Corporations of the Marshall Islands on April 11, 2016. | |
| 99.01 | Press Release, issued by FreeSeas Inc. on April 13, 2016 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FREESEAS INC. | ||
| Date: April 13, 2016 | By: | /s/ DIMITRIS PAPADOPOULOS |
| Dimitris Papadopoulos | ||
| Chief Financial Officer | ||
Exhibit 3.01
Exhibit 99.01
FreeSeas Announces Reverse Split of Common Stock
Athens, Greece, April 13, 2016 -- FreeSeas Inc. (Nasdaq: FREE) (“FreeSeas” or the “Company”), a transporter of dry-bulk cargoes through the ownership and operation of a fleet of Handysize vessels and an owner of a controlling stake in a company commercially operating tankers, announced today that the Company’s Amended and Restated Articles of Incorporation are being amended to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio of one new share for every 200 shares currently outstanding.
The Company anticipates that its common stock will begin trading on a split-adjusted basis when the market opens on April 14, 2016. FreeSeas’ common stock will continue to trade under the symbol "FREE." The common shares will also trade under a new CUSIP number Y26496227.
The reverse stock split will consolidate 200 shares of common stock into one share of common stock at a par value of $.001 per share. The reverse stock split will not affect any shareholder’s ownership percentage of FreeSeas’ common shares, except to the limited extent that the reverse stock split would result in any shareholder owning a fractional share. Fractional shares of common stock will be rounded up to the nearest whole share.
After the reverse stock split takes effect, shareholders holding physical share certificates will receive instructions from American Stock Transfer and Trust Company LLC, the Company's exchange agent, regarding the process for exchanging their shares.
About FreeSeas Inc.
FreeSeas Inc. is a Marshall Islands corporation with principal offices in Athens, Greece. FreeSeas is engaged in the transportation of drybulk cargoes through the ownership and operation of drybulk carriers and also is an owner of a controlling stake in a company commercially operating tankers. Currently, it has a fleet of Handysize vessels. FreeSeas' common stock trades on the Nasdaq Capital Market under the symbol FREE. Risks and uncertainties are described in reports filed by FreeSeas Inc. with the SEC, which can be obtained free of charge on the SEC's website at http://www.sec.gov. For more information about FreeSeas Inc., please visit the corporate website, www.freeseas.gr.
Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company's growth strategy and measures to implement such strategy. Words such as ''expects,'' ''intends,'' ''plans,'' ''believes,'' ''anticipates,'' ''hopes,'' ''estimates,'' and variations of such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be 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 the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in the demand for dry bulk vessels; competitive factors in the market in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to time in the Company's filings with the Securities and Exchange Commission. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact Information:
At the Company
FreeSeas Inc.
Dimitris Papadopoulos, Chief Financial Officer
011-30-210-45-28-770
Fax: 011-30-210-429-10-10
dp@freeseas.gr
www.freeseas.gr