-----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, J84C0nJ04XUPWcK2pG9z3E5GWeAFq6f0tVtKFHwBa+Fj4EImnw2T05WsF8N+hj1t S3NSWxwi2XAw7y9GFmA/Xg== 0000950144-08-008774.txt : 20081118 0000950144-08-008774.hdr.sgml : 20081118 20081118131958 ACCESSION NUMBER: 0000950144-08-008774 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081118 DATE AS OF CHANGE: 20081118 GROUP MEMBERS: ALEXIOS KOMNINOS GROUP MEMBERS: ATRION SHIPBUILDING CORP. GROUP MEMBERS: BENBAY LIMITED GROUP MEMBERS: COMET SHIPHOLDING INC. GROUP MEMBERS: GEORGIOS KOUTSOLIOUTSOS GROUP MEMBERS: IOANNIS TSIGKOUNAKIS GROUP MEMBERS: PLAZA SHIPBUILDING CORP. GROUP MEMBERS: UNITED CAPITAL TRUST, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEANERGY MARITIME CORP. CENTRAL INDEX KEY: 0001390707 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83156 FILM NUMBER: 081197708 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 g16709sc13dza.htm SC 13D/A SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9
)*
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)
November 5, 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
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d—7 for other parties to whom copies are to be sent.
*  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).

 


 

                     
CUSIP No.
 
Y73760103 
Schedule 13D  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS

United Capital Investments Corp.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Liberia
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   18,659,2961
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    7,149,0301
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  18,659,2961
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  59.37%2
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
 
1   For purposes of Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned. As a result, the number of shares of Common Stock disclosed includes 2,826,584 shares of Common Stock issuable upon exercise of warrants.
 
2   Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of June 30, 2008, as reported on the Issuer’s Form 6-K filed on September 29, 2008.


 

                     
CUSIP No.
 
Y73760103 
Schedule 13D  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS

Atrion Shipbuilding Corp.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Marshall Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   2,502,0833
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   14,872,461
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   5,251,2783
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,374,5443
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  56.78%4
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
 
3   For purposes of Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned. As a result, the number of shares of Common Stock disclosed includes 2,002,083 shares of Common Stock issuable upon exercise of warrants.
 
4   Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of June 30, 2008, as reported on the Issuer’s Form 6-K filed on September 29, 2008.


 

                     
CUSIP No.
 
Y73760103 
Schedule 13D  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS

Plaza Shipbuilding Corp.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Marshall Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   2,565,6775
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   14,942,461
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   5,314,8725
       
WITH 10   SHARED DISPOSITIVE POWER
     
    70,000
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,508,1385
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  57.21%6
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
 
5   For purposes of Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned. As a result, the number of shares of Common Stock disclosed includes 2,002,084 shares of Common Stock issuable upon exercise of warrants.
 
6   Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of June 30, 2008, as reported on the Issuer’s Form 6-K filed on September 29, 2008.


 

                     
CUSIP No.
 
Y73760103 
Schedule 13D  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS

Comet Shipholding Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Marshall Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   2,502,0837
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   14,872,461
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   5,251,2787
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  17,374,5447
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  56.78%8
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
 
7   For purposes of Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned. As a result, the number of shares of Common Stock disclosed includes 2,002,083 shares of Common Stock upon exercise of warrants. Excludes 79,050 shares of Common Stock issuable upon exercise of warrants owned by an affiliate of the Reporting Person.
 
8   Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of June 30, 2008, as reported on the Issuer’s Form 6-K filed on September 29, 2008.


 

                     
CUSIP No.
 
Y73760103 
Schedule 13D  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS

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

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Republic of Cyprus
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   7,149,0309
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    7,149,0309
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  7,149,0309
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  22.75%10
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
 
9   For purposes of Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned. As a result, the number of shares of Common Stock disclosed includes 2,826,584 shares of Common Stock issuable upon exercise of warrants.
 
10   Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of June 30, 2008, as reported on the Issuer’s Form 6-K filed on September 29, 2008.


 

                     
CUSIP No.
 
Y73760103 
Schedule 13D  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS

United Capital Trust, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Liberia
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   7,149,03011
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    7,149,03011
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  7,149,03011
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  22.75%12
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
 
11   For purposes of Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned. As a result, the number of shares of Common Stock disclosed includes 2,826,584 shares of Common Stock issuable upon exercise of warrants.
 
12   Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of June 30, 2008, as reported on the Issuer’s Form 6-K filed on September 29, 2008.


 

                     
CUSIP No.
 
Y73760103 
Schedule 13D  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS

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

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Greece
       
  7   SOLE VOTING POWER
     
NUMBER OF   6,765,70013
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   14,872,461
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   9,568,38013
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  21,638,16113
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  61.25%14
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
 
13   For purposes of Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned. As a result, the number of shares of Common Stock disclosed includes 6,727,000 shares of Common Stock issuable upon exercise of warrants.
 
14   Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of June 30, 2008, as reported on the Issuer’s Form 6-K filed on September 29, 2008.


 

                     
CUSIP No.
 
Y73760103 
Schedule 13D  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS

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

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Greece
       
  7   SOLE VOTING POWER
     
NUMBER OF   880,91715
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   14,872,461
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,183,41715
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  15,753,37815
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  53.44%16
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
 
15   For purposes of Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned. As a result, the number of shares of Common Stock disclosed includes 880,917 shares of Common Stock issuable upon exercise of warrants.
 
16   Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of June 30, 2008, as reported on the Issuer’s Form 6-K filed on September 29, 2008.


 

                     
CUSIP No.
 
Y73760103 
Schedule 13D  Page  
10 
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS

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

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Greece
       
  7   SOLE VOTING POWER
     
NUMBER OF   400,41617
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   14,872,461
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   557,91617
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  15,272,87717
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  52.66%18
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
 
17   For purposes of Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned. As a result, the number of shares of Common Stock disclosed includes 400,416 shares of Common Stock issuable upon exercise of warrants.
 
18   Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of June 30, 2008, as reported on the Issuer’s Form 6-K filed on September 29, 2008.


 

                     
CUSIP No.
 
Y73760103 
Schedule 13D  Page  
11 
  of   
17 
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 Investments Corp.
  c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Dale Ploughman
  Liberia   Investments
Atrion Shipbuilding Corp.
  c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Dale Ploughman
  Marshall Islands   Investments
Comet Shipholding Inc.
  c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Dale Ploughman
  Marshall Islands   Investments
Plaza Shipbuilding Corp.
  c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Dale Ploughman
  Marshall Islands   Investments
Benbay Limited
  c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
  Republic of Cyprus   Investments
United Capital Trust, Inc.
  c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
  Liberia   Investments
Bella Restis (1)
  c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
  Greece   Business and Philanthropy
Claudia Restis (1)
  c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
  Greece   Business and Philanthropy
Katia Restis (1)
  c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
  Greece   Business and Philanthropy
Victor Restis (1)(2)
  c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
  Greece   Business and Philanthropy
Georgios Koutsolioutsos
  c/o Vgenopoulos and Partners Law Firm 15 Filikis Eterias Square Athens, 106 73, Greece   Greece   Vice President, Folli Follie, S.A. and Chairman of the Board of Issuer
Alexios Komninos
  c/o Vgenopoulos and Partners Law Firm 15 Filikis Eterias Square Athens, 106 73, Greece   Greece   Chief Operating Officer, N. Komninos Securities, S.A. and Chief Financial Officer of Issuer
Ioannis Tsigkounakis
  c/o Vgenopoulos and Partners Law Firm 15 Filikis Eterias Square Athens, 106 73, Greece   Greece   Attorney with Vgenopoulos and Partners Law Firm and Secretary of Issuer
 
(1)   The listed person is a shareholder of each of the corporate Reporting Persons.
 
(2)   The listed person is the sole shareholder of Benbay Limited, and Philippas Philippou is the sole director of Benbay Limited.

 


 

                     
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     (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 working capital of each of Atrion Shipbuilding Corp., Plaza Shipbuilding Corp., Comet Shipholding Inc. and United Capital Trust, Inc.
ITEM 4.   Purpose of Transaction.
     The purpose of the transaction is to purchase shares for investment purposes.
     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.
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.
  59.37%   0   18,659,296   0   7,149,030
Atrion Shipbuilding Corp.
  56.78%   2,502,083   14,872,461   5,251,278   0
Plaza Shipbuilding Corp.
  57.21%   2,565,677   14,942,461   5,314,872   70,000
Comet Shipholding Inc.
  56.78%   2,502,083   14,872,461   5,251,278   0
Benbay Limited
  22.75%   0   7,149,030   0   7,149,030
United Capital Trust, Inc.
  22.75%   0   7,149,030   0   7,149,030
Georgios Koutsolioutsos
  61.25%   6,765,700   14,872,461   9,568,380   0
Alexios Komninos
  53.44%   880,917   14,872,461   1,183,417   0
Ioannis Tsigkounakis
  52.66%   400,416   14,872,461   557,916   0
     (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.

 


 

                     
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     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 5th and 10th 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 15th 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 23rd and 24th 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 July Open Market Shares”).
     On July 30, 2008, United Capital Investments Corp. transferred 75% of the shares of Common Stock it purchased in the July 15th Block Purchases and the July 23rd and July 24th Block Purchases to each of the other Investors, which are also Reporting Persons.
     On August 11, 2008, United Capital Investments Corp. purchased a total of 1,565,020 shares of Common Stock from one shareholder at $10.00 per share, which trade occurred after the close of the market on August 11, 2008 (the “August 11th Block Purchase” and collectively with the July 15th Block Purchase and the July 23rd and 24th Block Purchases, the “Block Purchases”). The purchase price represented a premium over the market price at the time of the transaction.
     On August 19, 2008, Mr. Ioannis Tsigkounakis purchased in open market transactions a total of 20,000 share of Common Stock at $10.00 per share (the “Tsigkounakis Open Market Shares” and collectively with the June 5th and 10th Open Market Shares, the Argonaut Open Market Shares, the Koutsolioutsos Open Market Shares, the “Open Market Shares”).
     On August 25, 2008, Mr. Georgios Koutsolioutsos purchased in open market transactions 400,000 shares of Common Stock at $10.00 per share (the “Koutsolioutsos August 25th Open Market Shares”).
     On August 29, 2008, Mr. Georgios Koutsolioutsos purchased in open market transactions 38,700 shares of Common Stock at $10.00 per share (the “Koutsolioutsos August 29th Open Market Shares” and collectively with the Koutsolioutsos August 25th Open Market Shares and Koutsolioutsos July Open Market Shares, the “Koutsolioutsos Open Market Shares”).
     On September 3, 2008, United Capital Investments Corp. transferred 75% of the shares of Common Stock it purchased in the August 11th Block Purchase to each of the other Investors, which are also Reporting Persons.

 


 

                     
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     On October 13, 2008, Benbay Limited purchased in an open market transaction 386,000 shares of Common Stock at $6.99 per share. On October 17, 2008, Benbay Limited purchased in an open market transaction 4,250 shares of Common Stock at $4.78 per share. The principal shareholder of United Capital Investments Corp. is also the principal shareholder of Benbay Limited. As a result each of United Capital Investments Corp. and Benbay Limited may be deemed to beneficially own the shares of Common Stock owned by the other.
     On November 5, 2008, United Capital Trust, Inc. purchased in an open market transaction 500,000 shares of Common Stock at $5.10 per share. The principal shareholder of United Capital Investments Corp.and Benbay Limited is also the principal shareholder of United Capital Trust, Inc.. As a result each of United Capital Investments Corp., Benbay Limited and United Capital Trust, Inc. may be deemed to beneficially own the shares of Common Stock owned by the others.
     On November 5, 2008, Comet Shipholding, Inc. purchased in an open market transaction 500,000 shares of Common Stock at $5.09 per share.
     On November 6, 2008, Atrion Shipbuilding Corp. purchased in an open market transaction 500,000 shares of Common Stock at $5.23 per share.
     On November 6, 2008, Plaza Shipholding Corp. purchased in an open market transaction 563,593 shares of Common Stock at $5.23 per share.
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.
     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 except as described below, to shares of the Issuer’s Common Stock purchased in the open market.
     On August 21, 2008, the parties to the Voting Agreement executed an amendment pursuant to which the June 5th and 10th Open Market Shares and the Block Purchase Shares (collectively, the “Investor Additional Purchased Shares”) became subject to the terms of the Voting Agreement. On August 26, 2008, the parties to the Voting Agreement executed another amendment pursuant to which the Tsigkounakis Open Market Shares, Koutsolioutsos July Open Market Shares and Koutsolioutsos August 25th Open Market Shares (collectively, the “Insider Additional Purchased Shares”) became subject to the terms of the Voting Agreement. The Voting Agreement shall terminate with respect to the Investor Additional Purchased Shares and the Insider Additional Purchased Shares upon the earlier of (i) the sale of any of such shares to one or more third parties not affiliated with an Investor or such Insider, as the case may be; and (ii) two (2) years after the date of the Voting Agreement.
     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

 


 

                     
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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 (1)
2.
  Voting Agreement dated May 20, 2008 (1)
3.
  Joint Filing Agreement dated November 18, 2008 among United Capital Investments Corp., Atrion Shipbuilding Corp., Plaza Shipbuilding Corp., Comet Shipholding Inc., Benbay Limited, United Capital Trust, Inc., George Koutsolioutsos, Alexios Komninos, Ioannis Tsigkounakis (2)
4.
  Amendment No. 1 to Voting Agreement dated July 25, 2008 (3)
5.
  Amendment No. 2 to Voting Agreement dated August 21, 2008 (4)
6.
  Amendment No. 3 to Voting Agreement dated August 27, 2008 (5)
 
(1)   Previously filed as an exhibit to the Schedule 13D filed on May 30, 2008.
 
(2)   Filed herewith.
 
(3)   Previously filed as an Exhibit to Amendment No. 3 to Schedule 13D filed on July 30, 2008.
 
(4)   Previously filed as an Exhibit to Amendment No. 5 to Schedule 13D filed on August 25, 2008.
 
(5)   Previously filed as an Exhibit to Amendment No. 6 to Schedule 13D filed on August 27, 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: November 18, 2008

         
UNITED CAPITAL INVESTMENTS CORP.
 
 
By:   /s/ Evan Breibart   
    Name:   Evan Breibart   
    Title:   Authorized Representative   
 
         
BENBAY LIMITED
 
 
By:   /s/ Stelios Katevatis   
    Name:   Stelios Katevatis   
    Title:   Authorized Representative   
 


         
ATRION SHIPBUILDING CORP.
 
 
By:   /s/ Evan Breibart   
    Name:   Evan Breibart    
    Title:   Authorized Representative   
 
         
UNITED CAPITAL TRUST, INC.
 
 
By:   /s/ Kostas Koutsoubelis   
    Name:   Kostas Koutsoubelis   
    Title:   Authorized Representative   
 


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


         
COMET SHIPHOLDING INC.
 
 
By:   /s/ Evan Breibart   
    Name:   Evan Breibart    
    Title:   Authorized Representative   
 
         
   /s/ Alexios Komninos   
    Alexios Komninos      
 
 
   /s/ Ioannis Tsigkounakis   
    Ioannis Tsigkounakis      
 


 


 

Exhibit 3
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated November 18, 2008 (including amendments thereto) with respect to the Common Stock of Seanergy Maritime Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: November 18, 2008

         
UNITED CAPITAL INVESTMENTS CORP.
 
 
By:   /s/ Evan Breibart   
    Name:   Evan Breibart    
    Title:   Authorized Representative   
 
         
BENBAY LIMITED
 
 
By:   /s/ Stelios Katevatis   
    Name:   Stelios Katevatis   
    Title:   Authorized Representative   
 


         
  ATRION SHIPBUILDING CORP.
 
 
  By:   /s/ Evan Breibart   
    Name:   Evan Breibart    
    Title:   Authorized Representative   
 
         
  UNITED CAPITAL TRUST, INC.
 
 
  By:   /s/ Kostas Koutsoubelis   
    Name:   Kostas Koutsoubelis   
    Title:   Authorized Representative   
 


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


         
  COMET SHIPHOLDING INC.
 
 
  By:   /s/ Evan Breibart   
    Name:   Evan Breibart    
    Title:   Authorized Representative   
 
         
  /s/ Alexios Komninos   
    Alexios Komninos    
 
  /s/ Ioannis Tsigkounakis   
    Ioannis Tsigkounakis    
 


 

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