Seanergy Maritime Corp.

0000950144-08-005810.txt : 20080730 0000950144-08-005810.hdr.sgml : 20080730 20080730070856 ACCESSION NUMBER: 0000950144-08-005810 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080730 DATE AS OF CHANGE: 20080730 GROUP MEMBERS: ALEXIOS KOMNINOS GROUP MEMBERS: ATRION SHIPBUILDING CORP. GROUP MEMBERS: COMET SHIPHOLDING INC. GROUP MEMBERS: GEORGIOS KOUTSOLIOUTSOS GROUP MEMBERS: IOANNIS TSIGKOUNAKIS GROUP MEMBERS: PLAZA SHIPBUILDING CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEANERGY MARITIME CORP. CENTRAL INDEX KEY: 0001390707 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83156 FILM NUMBER: 08977279 BUSINESS ADDRESS: STREET 1: 10, AMFITHEAS AVENUE STREET 2: 17564 P. FALIRO CITY: ATHENS STATE: J3 ZIP: 000000 BUSINESS PHONE: 30-2109406900 MAIL ADDRESS: STREET 1: 10, AMFITHEAS AVENUE STREET 2: 17564 P. FALIRO CITY: ATHENS STATE: J3 ZIP: 000000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: United Capital Investments Corp. CENTRAL INDEX KEY: 0001436140 IRS NUMBER: 000000000 STATE OF INCORPORATION: N0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11 POSEIDONOS AVENUE CITY: ATHENS STATE: J3 ZIP: 167 77 BUSINESS PHONE: 30 210 8910 170 MAIL ADDRESS: STREET 1: 11 POSEIDONOS AVENUE CITY: ATHENS STATE: J3 ZIP: 167 77 SC 13D/A 1 g14433sc13dza.htm SEANERGY MARITIME CORP. Seanergy Maritime Corp.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

SEANERGY MARITIME CORP.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

Y 73760103

(CUSIP Number)

Evan Breibart
11 Poseidonos Avenue
Athens 167 77 Greece
+30 210 8910 170

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 23, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1 (f) or Rule 13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13D


CUSIP No.		Y 73760103		Page		2		of		13

NAMES OF REPORTING PERSONS

United Capital Investments Corp.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Liberia

SOLE VOTING POWER

NUMBER OF

7,294,761

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,570,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

7,982,261

WITH

SHARED DISPOSITIVE POWER

70,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,864,761

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

45.0%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2008.

Schedule 13D


CUSIP No.		Y 73760103		Page		3		of		13

NAMES OF REPORTING PERSONS

Atrion Shipbuilding Corp.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Marshall Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,500,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

687,500

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,500,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.2%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

² Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s
Form 10-Q for the quarter ended March 31, 2008.

Schedule 13D


CUSIP No.		Y 73760103		Page		4		of		13

NAMES OF REPORTING PERSONS

Plaza Shipbuilding Corp.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Marshall Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,570,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

687,500

WITH

SHARED DISPOSITIVE POWER

70,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,570,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.5%³

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

³ Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2008.

Schedule 13D


CUSIP No.		Y 73760103		Page		5		of		13

NAMES OF REPORTING PERSONS

Comet Shipholding Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Marshall Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,500,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

687,500

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,500,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.2%⁴

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁴ Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2008.

Schedule 13D


CUSIP No.		Y 73760103		Page		6		of		13

NAMES OF REPORTING PERSONS

Georgios Koutsolioutsos

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Greece

SOLE VOTING POWER

NUMBER OF

92,680

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,500,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,402,680

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,592,680

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.6%⁵

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁵ Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2008.

Schedule 13D


CUSIP No.		Y 73760103		Page		7		of		13

NAMES OF REPORTING PERSONS

Alexios Komninos

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Greece

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,500,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

302,500

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,500,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.2%⁶

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁶ Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2008.

Schedule 13D


CUSIP No.		Y 73760103		Page		8		of		13

NAMES OF REPORTING PERSONS

Ioannis Tsigkounakis

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Greece

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

5,500,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

137,500

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,500,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.2%⁷

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁷ Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2008.


Schedule 13D

CUSIP No. Y 73760103		Page 9 of 13

ITEM 1. Security and Issuer.

This statement relates to the common stock, par value $0.0001 per share (“Common Stock”) issued by Seanergy Maritime Corp., a Marshall Islands corporation (the “Issuer”), whose principal executive offices are located at c/o Vgenopoulos and Partners Law Firm, 15 Filikis Eterias Square, Athens, 106 73, Greece.

ITEM 2. Identity and Background.

(a) — (c), (f) This statement is being filed by each of the persons identified below (collectively the “Reporting Persons”):


		Jurisdiction of Incorporation or
Name	Address	Place of Citizenship	Occupation
United Capital	c/o 11 Poseidonos Avenue	Liberia	N/A
Investments Corp.	16777 Elliniko
	Athens, Greece
	Attention: Dale Ploughman

Atrion Shipbuilding Corp.	c/o 11 Poseidonos Avenue	Marshall Islands	N/A
	16777 Elliniko
	Athens, Greece
	Attention: Dale Ploughman

Comet Shipholding Inc.	c/o 11 Poseidonos Avenue	Marshall Islands	N/A
	16777 Elliniko
	Athens, Greece
	Attention: Dale Ploughman

Plaza Shipbuilding Corp.	c/o 11 Poseidonos Avenue	Marshall Islands	N/A
	16777 Elliniko
	Athens, Greece
	Attention: Dale Ploughman

Bella Restis (1)	c/o 11 Poseidonos Avenue	Greece	Business and Philanthropy
	16777 Elliniko
	Athens, Greece

Claudia Restis (1)	c/o 11 Poseidonos Avenue	Greece	Business and Philanthropy
	16777 Elliniko
	Athens, Greece

Katia Restis (1)	c/o 11 Poseidonos Avenue	Greece	Business and Philanthropy
	16777 Elliniko
	Athens, Greece

Victor Restis (1)	c/o 11 Poseidonos Avenue	Greece	Business and Philanthropy
	16777 Elliniko
	Athens, Greece

Georgios Koutsolioutsos	c/o Vgenopoulos and	Greece	Vice President, Folli
	Partners Law Firm		Follie, S.A. and
	15 Filikis Eterias Square		Chairman of the Board of
	Athens, 106 73, Greece		Issuer

Alexios Komninos	c/o Vgenopoulos and	Greece	Chief Operating Officer,
	Partners Law Firm		N. Komninos Securities,
	15 Filikis Eterias Square		S.A. and Chief Financial
	Athens, 106 73, Greece		Officer of Issuer

Ioannis Tsigkounakis	c/o Vgenopoulos and	Greece	Attorney with
	Partners Law Firm		Vgenopoulos and Partners
	15 Filikis Eterias Square		Law Firm and Secretary
	Athens, 106 73, Greece		of Issuer


(1)		The listed person is a shareholder of each of the corporate Reporting Persons.


Schedule 13D

CUSIP No. Y 73760103		Page 10 of 13

(d) — (e) None of the Reporting Persons has during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration.

The source of the funds for the acquisition of the Common Stock was the working capital and personal funds of United Capital Investments Corp, Argonaut SPC and Georgios Koutsolioutsos.

ITEM 4. Purpose of Transaction.

The purpose of the transactions is to increase each of United Capital Investments Corp.’s, Argonaut SPC’s and Mr. Koutsolioutsos’ beneficial ownership by acquiring additional shares for investment purposes. United Capital Investments Corp. intends to transfer 75% of the shares of Common Stock it purchased in the July 15^th Block Purchases and the July 23^rd and July 24^th Block Purchases (as defined below), as described below, in equal portions, to each of Atrion Shipbuilding Corp., Comet Shipholding Inc. and Plaza Shipbuilding Corp., which are affiliates of United Capital Investments Corp. and are also Reporting Persons.

Except as previously disclosed in the original Schedule 13D filed by the Reporting Persons on May 30, 2008 and as set forth below, no Reporting Plan has any present plans or proposals which relate to or would result in the occurrence of any of the events described in Item 4 (a) through (j) of Schedule 13D.

The Reporting Persons may purchase additional shares of Common Stock. Some of the factors they will consider in deciding whether to purchase additional Common Stock are: (i) the trading price of the Common Stock, (ii) the aggregate ownership interest of the Reporting Persons in the Issuer’s Common Stock, and (iii) whether it appears that a substantial number of stockholders are likely to vote against the approval of the proposed vessel acquisition, in which some of the Reporting Persons have an interest. Given the interest that some of the Reporting Persons have in the proposed vessel acquisition, it is possible that they will acquire Common Stock from public stockholders who have elected to vote against the vessel acquisition proposal in order to change their vote and insure that the vessel acquisition will be approved (which could result in the vessel acquisition being approved even if 35% or more of the Issuer’s public stockholders would have elected their redemption rights, or 51% of the Issuer’s public stockholders would have voted against the vessel acquisition, but for the purchases made by the Reporting Persons). Purchases of Common Stock may be made in the open market or in privately negotiated transactions.

ITEM 5. Interest in Securities of the Issuer.

(a) — (b) As of the date hereof, the Reporting Persons’ beneficial ownership is as set forth below:


	Percentage of Shares			Voting				Dispositive
Name	Beneficially Owned			Sole		Shared		Sole		Shared
United Capital Investments Corp.		45.0	%		7,294,761		5,570,000		7,982,261		70,000
Atrion Shipbuilding Corp.		19.2	%		0		5,500,000		687,500		0
Plaza Shipbuilding Corp.		19.5	%		0		5,570,000		687,500		70,000
Comet Shipholding Inc.		19.2	%		0		5,500,000		687,500		0
Georgios Koutsolioutsos		19.6	%		92,680		5,500,000		2,402,680		0
Alexios Komninos		19.2	%		0		5,500,000		302,500		0
Ioannis Tsigkounakis		19.2	%		0		5,500,000		137,500		0


Schedule 13D

CUSIP No. Y 73760103		Page 11 of 13

(c) On May 20, 2008, United Capital Investments Corp., Atrion Shipbuilding Corp., Comet Shipholding Inc. and Plaza Shipbuilding Corp. (collectively, the “Investors”), on the one hand, and Messrs. Panagiotis and Simon Zafet, on the other hand, entered into a stock purchase agreement (the “SPA”), pursuant to which Messrs. Panagiotis and Simon Zafet agreed to sell to the Investors 2,750,000 shares (the “Purchased Shares”) of the Issuer’s Common Stock and 8,008,334 warrants to purchase shares of the Issuer’s Common Stock (the “Warrants” and collectively with the Purchased Shares, the “Securities”) for an aggregate purchase price of $25,000,000.00. The Securities are subject to restrictions on transfer, and as a result, each of Messrs. Panagiotis and Simon Zafet transferred his beneficial interests in the Securities to the Investors, subject to a delayed recording of the transfer and delivery of the Securities, as required by the agreements pursuant to which the Securities are restricted.

In addition, on each of June 5, 2008 and June 10, 2008, United Capital Investments Corp. purchased in open market transactions 413,000 shares and 200,000 shares of Common Stock, respectively, at $9.97 and $9.98 per share, respectively (the “June 5^th and 10^th Open Market Shares”).

On July 15, 2008, United Capital Investments Corp. purchased a total of 2,896,171 shares of Common Stock from three shareholders. Specifically, United Capital Investments Corp. purchased 996,171 shares at $9.80 per share, which represented the market price at the time of the transaction, and 1,900,000 shares at $9.92 per share, which trades occurred after the close of the market on July 15, 2008 (the “July 15^th Block Purchases”).

On July 23, 2008 and July 24, 2008, United Capital Investments Corp. purchased a total of 3,785,590 shares of Common Stock from two shareholders. Specifically, United Capital Investments Corp. purchased 2,053,859 shares at $9.95 per share, which represented a premium over the market price at the time of the transaction, and 1,731,731 shares at $10.00 per share, which represented a premium over the market price at the time of the transaction. Both transactions occurred after the close of the market on July 23, 2008 and July 24, 2008 (the “July 23^rd and 24^th Block Purchases” and collectively with the July 15^th Block Purchase, the “Block Purchases” ), respectively.

On July 23, 2008, Argonaut SPC purchased in an open market transaction 70,000 shares of Common Stock at $9.8711 per share (the “Argonaut Open Market Shares”). The principal shareholders of United Capital Investments Corp. and Plaza Shipbuilding Corp. are also principal shareholders of Oxygen Capital AEPEY, the investment manager of Argonaut SPC. Oxygen Capital AEPEY has voting and dispositive power over the shares of Common Stock owned by Argoanut SPC. As a result each of United Capital Investments Corp. and Plaza Shipbuilding Corp. may be deemed to beneficially own the shares of Common Stock owned by Argonaut SPC.

On July 23, 2008, Mr. Georgios Koutsolioutsos purchased in open market transactions 92,680 shares of Common Stock at $9.85 per share (the “Koutsolioutsos Open Market Shares” and collectively with the June 5^th and 10^th Open Market Shares and the Argonaut Open Market Shares, the “Open Market Shares”).


ITEM 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Concurrently with entering into the SPA, the Issuer, the Issuer’s former Chief Executive Officer and Co-Chairman of the Board of Directors, Mr. Panagiotis Zafet, and the Issuer’s former Chief Operating Officer and director, Mr. Simon Zafet, the Investors and Georgios Koutsolioutsos, Alexios Komninos and Ioannis Tsigkounakis (Messrs Koutsolioutsos, Komninos and Tsigkounakis are collectively referred to as the “Insiders”) entered into a voting agreement (the “Voting Agreement”), a copy of which is incorporated herein by this reference to the original Schedule 13D filed on May 30, 2008. Because the Securities sold by Messrs. Panagiotis and Simon Zafet to the Investors could not be transferred of record to the Investors until the applicable lock-up period associated with the Securities expired, they are parties to the Voting Agreement.


Schedule 13D

CUSIP No. Y 73760103		Page 12 of 13

The Voting Agreement applies with respect to the voting of the Purchased Shares, the shares of the Issuer’s Common Stock issuable to the Investors pursuant to the terms of the Master Agreement (as defined in the Voting Agreement) and to the shares of the Issuer’s Common Stock issued to the Insiders prior to the Issuer’s initial public offering. The Voting Agreement does not apply to shares of the Issuer’s Common Stock issuable upon exercise of warrants or to shares of the Issuer’s Common Stock purchased in the open market, including the Open Market Shares and the Block Purchases.

Under the terms of the Voting Agreement for a period of up to two years: (i) each of the Investors and the Insiders has the right to nominate, and each such other party shall vote its shares in favor of, the election of six directors appointed by the other group, and (ii) the Investors and the Insiders shall jointly nominate the thirteenth director. Notwithstanding the foregoing, in the event that either the Investors’ or the Insiders’ ownership of Common Stock subject to the Voting Agreement falls below certain agreed to thresholds, then the other group shall have the right to terminate the Voting Agreement prior to the expiration of the two-year term. In addition, the Voting Agreement provides that upon request of the Investors, the Issuer shall cause its officers, other than Mr. Ploughman, to resign as officers and the Investors shall have the right to appoint such officers’ replacements.

ITEM 7. Materials to be Filed as Exhibits.

1.		Stock Purchase Agreement dated May 20, 2008.*

2.		Voting Agreement dated May 20, 2008*

3.		Joint Filing Agreement dated May 30, 2008 among United Capital Investments Corp., Atrion Shipbuilding Corp., Plaza Shipbuilding Corp., Comet Shipholding Inc., Georgios Koutsolioutsos, Alexios Komninos, Ioannis Tsigkounakis*

4.		Amendment No. 1 to Voting Agreement dated July 25, 2008.


*		Previously filed as an exhibit to the Schedule 13D filed on May 30, 2008.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: July 29, 2008


UNITED CAPITAL INVESTMENTS CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Authorized Representative

ATRION SHIPBUILDING CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Authorized Representative

PLAZA SHIPBUILDING CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Authorized Representative

COMET SHIPHOLDING INC.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Authorized Representative


/s/ Georgios Koutsolioutsos
Georgios Koutsolioutsos



/s/ Alexious Komninos
Alexios Komninos



/s/ Ioannis Tsigkounakis
Ioannis Tsigkounakis

EX-4 2 g14433exv4.htm EX-4 AMENDMENT NO. 1 TO VOTING AGREEMENT EX-4 Amendment No. 1 to Voting Agreement

FORM OF
AMENDMENT TO
VOTING AGREEMENT

THIS AMENDMENT (this “Amendment”) to that certain Voting Agreement, dated as of May 20, 2008, as amended (the “Voting Agreement”), entered into by and among Panagiotis Zafet and Simon Zafet (together, the “Former Shareholders”), and United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp., and Comet Shipholding, Inc. (collectively, the “Investors”), and Georgios Koutsolioutsos, Alexios Komninos and Ioannis Tsigkounakis (collectively, the “Inside Shareholders”), as shareholders or beneficial owners of interests in stock of Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”), as the case may be (the Former Shareholders, the Investors and the Inside Shareholders are individually a “Shareholder” and collectively, the “Shareholders” when referred to with respect to either or both of the Company and Buyer), and the Company, as the sole shareholder of Seanergy Merger Corp., a Marshall Islands corporation (“Buyer”) is executed on June ___, 2008;

WHEREAS, each of the Shareholders and Buyer wish to amend the Voting Agreement as more fully described below.

NOW THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

AMENDMENTS

1. The parties hereto agree to amend the Voting Agreement to delete the eighth “WHEREAS” clause in its entirety, and in its stead, insert the following, so that the same shall read as follows:

“WHEREAS, in conjunction with and following the Business Combination, the Company plans to dissolve and liquidate with all of the common stock of the Buyer being distributed to the Company’s shareholders at a ratio of one-to-one based on the number of shares of Company Common Stock held by such shareholders (the “Dissolution”).

2. The parties hereto agree to amend the Voting Agreement to delete the ninth “WHEREAS” clause in its entirety, and in its stead, insert the following, so that the same shall read as follows:

“WHEREAS, the Shareholders intend that this Voting Agreement apply to the Company before and until the time of the Dissolution and thereafter apply to Buyer;

3. The parties hereto agree to amend the tenth “WHEREAS” clause by deleting the word “Merger” in the first line thereof, and in its stead inserting the word “Dissolution.”

4. The parties hereto agree to amend the Voting Agreement to amend Section 1(a). thereof by deleting the word “Merger” in the fifth line thereof, and in it stead inserting the word “Dissolution.”

5. The parties hereby agree to amend Sections 10(c) and Section 10(d) by deleting the word “Merger” wherever it appears in these subsection, and in its stead inserting the word “dissolution.”

MISCELLANEOUS

1. The parties hereto acknowledge and confirm that other than as amended herein, the Voting Agreement shall remain in full force and effect and shall continue to evidence, guarantee and support their respective obligations.

2. The parties hereto acknowledge and agree that any breach of any provision herein or failure by any party hereto to comply with and perform any of the agreements contained herein shall constitute a breach under the Voting Agreement.

3. This Amendment may be executed by the parties hereto in separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. All such counterparts may be delivered among the parties hereto by facsimile or other electronic transmission, which shall not affect the validity thereof.

4. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflicts of law provisions thereof). Any dispute regarding this Amendment shall be exclusively referred to arbitration in London and conducted in accordance with Arbitration Act 1996 (England and Wales) or any statutory modification or re-enactment thereof, and the parties agree to submit to the personal and exclusive jurisdiction and venue of such arbitrators. Any and all disputes hereunder shall be referred by the parties hereto to three arbitrators, each party to appoint one arbitrator and the two so appointed shall appoint the third who shall and as chairman of such panel of arbitrators. Upon receipt by one party of the nomination in writing of such other party’s arbitrator, that party shall appoint its arbitrator within ten days, failing which the decision of the single arbitrator appointed shall apply. The two arbitrators so appointed shall appoint the third arbitrator within ten days, failing which the single arbitrator shall act as sole arbitrator and any decision of the sole arbitrator shall be binding on both parties. The arbitration shall be conducted in accordance with the terms of the London Maritime Arbitrators Association (“LMAA”) then in effect. The parties agree that any tribunal constituted under this Amendment shall have the power to order consolidation of proceedings or concurrent hearings in relation to any and all disputes arising out of or in connection with this Amendment or the other Transaction Documents, which involve common questions of fact or law, and to make any orders ancillary to the same, including, without limitation, any orders relating to the procedures to be followed by the parties in any such consolidated proceedings or concurrent hearings. Consolidated disputes are to be heard by a maximum of three arbitrators, each party to have the right to appoint one arbitrator. In case a dispute arises as to whether consolidation is appropriate (including without limitation conflicting orders of relevant tribunals) and/or as to the constitution of the tribunal for any such consolidated

proceedings, each party shall have the right to apply to the President for the time being of the LMAA for final determination of the consolidation of the proceedings and/or constitution of such tribunal. For purposes of this Amendment, the Company, shall be deemed to be one party, the Investors shall be deemed to be one party, and the Inside Shareholder shall be deemed to be one party.

5. Capitalized terms used but not defined herein shall have the meanings specified in the Master Agreement.

[Signature page follows]

IN WITNESS WHEREOF, this Voting Agreement has been executed by the parties hereto as of the day and year first above written.


The Former Shareholders

Panagiotis Zafet, by his attorney-in-fact				Number of Former
				Shareholder Shares


Simon Zafet, by his attorney-in-fact				Number of Former
				Shareholder Shares


The Investors

UNITED CAPITAL
INVESTMENTS CORP.

By:
	Name: Evan Breibart	Number of Investor
	Title: Attorney in fact	Shares


ATRION SHIPHOLDING S.A.

By:
	Name: Evan Breibart	Number of Investor
	Title: Attorney in fact	Shares

PLAZA SHIPHOLDING CORP.

By:

	Name: Evan Breibart	Number of Investor
	Title: Attorney in fact	Shares


COMET SHIPHOLDING, INC.

By:

	Name: Evan Breibart	Number of Investor
	Title: Attorney in fact	Shares


The Inside Shareholders

Georgios Koutsolioutsos				Number of Insider
				Shares


Alexios Komninos				Number of Insider
				Shares


Ioannis Tsigkounakis				Number of Insider
				Shares


SEANERGY MARITIME CORP.
By:
	Name:	Georgios Koutsolioutsos
	Title:	President