-----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, WdbKLfptt+iMKZdHvcA3Tk6+fhLa503eDcmNMw/Y6m1QWxPUaR4A5Al7yhg55qd4 odMDo0SV8IRlFi1Ey9be7A== 0000950144-05-013103.txt : 20051230 0000950144-05-013103.hdr.sgml : 20051230 20051230120711 ACCESSION NUMBER: 0000950144-05-013103 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051229 FILED AS OF DATE: 20051230 DATE AS OF CHANGE: 20051230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FreeSeas Inc. CENTRAL INDEX KEY: 0001325159 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51672 FILM NUMBER: 051293461 BUSINESS ADDRESS: STREET 1: 93 AKTI MIAOULI CITY: PIRAEUS STATE: J3 ZIP: 18233 BUSINESS PHONE: 30-210-4528770 MAIL ADDRESS: STREET 1: 93 AKTI MIAOULI CITY: PIRAEUS STATE: J3 ZIP: 18233 6-K 1 g99014e6vk.htm FREESEAS, INC. FREESEAS, INC.
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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 December 2005
Commission File Number 333-124825
FREESEAS INC.
(Translation of registrant’s name into English)
93 Akti Miaouli, Piraeus, 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 þ
  Form 40-F o
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): o
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): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
     
Yes o
  No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            .
 
 

 


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SIGNATURES
PRESS RELEASE


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          On December 15, 2005, FreeSeas Inc. (“FreeSeas”) completed its merger with Trinity Partners Acquisition Company Inc. (OTCBB: TPQCA; TPQCB) (“Trinity”). Under the terms of the merger, FreeSeas was the surviving corporation. Each outstanding share of Trinity’s common stock and Class B common stock has been converted into the right to receive an equal number of shares of FreeSeas’ common stock, and each Trinity Class W warrant and Class Z warrant has been converted into the right to receive an equal number of FreeSeas’ Class W warrants and Class Z warrants.
          FreeSeas’ common stock, Class W warrants and Class Z warrants began trading on the Nasdaq Capital Market on December 16, 2005 under the trading symbols FREE, FREEW and FREEZ, respectively. As a result of the merger, Trinity’s former securities, including the Trinity Class A Units and the Class B Units, ceased trading on the OTC Bulletin Board. FreeSeas Inc. is a Marshall Islands corporation with principal offices in Piraeus, Greece.
          FreeSeas is engaged in the transportation of dry bulk cargos through the ownership and operation of drybulk vessels. Currently, it has a fleet of three Handysize vessels.
 
          The following exhibit is filed with this Form 6-K:
     
Exhibit No.   Exhibit Description
 
   
99.1
  Press release dated December 16, 2005

 


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SIGNATURES
     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.
     
    (Registrant)
 
       
Date: December 30, 2005
  By: /s/ Ion G. Varouxakis
 
     
 
  Name:  Ion G. Varouxakis
 
  Title: Chief Executive Officer and Secretary

 

EX-99.1 2 g99014exv99w1.htm PRESS RELEASE PRESS RELEASE
 

EXHIBIT 99.1
FreeSeas Completes Merger and Starts Trading on NASDAQ
PIRAEUS, GREECE — (MARKET WIRE) — 12/16/2005 — FreeSeas Inc. (NASDAQ: FREE), (NASDAQ: FREEW) and (NASDAQ: FREEZ) announced today that it has completed its merger with Trinity Partners Acquisition Company Inc. and, in accordance with the terms of the merger, FreeSeas is the surviving corporation. Effective today, FreeSeas’ common stock, Class W warrants and Class Z warrants will commence trading on the Nasdaq Capital Market under the trading symbols FREE, FREEW and FREEZ, respectively.
All classes of Trinity securities will no longer trade; each outstanding share of Trinity’s common stock and Class B common stock have been converted, as a result of the merger, into the right to receive an equal number of shares of FreeSeas’ common stock. Each Trinity Class W warrant and Class Z warrant have been converted into the right to receive an equal number of FreeSeas’ Class W warrants and Class Z warrants.
As of today, FreeSeas has outstanding 6,282,600 shares of common stock, 1,828,750 Class W warrants and 1,458,750 Class Z warrants, following conversion of all Trinity securities into FreeSeas securities.
FreeSeas Inc. is a Marshall Islands corporation with principal offices in Piraeus, Greece. FreeSeas is engaged in the transportation of dry bulk cargos through the ownership and operation of drybulk vessels. Currently, it has a fleet of three Handysize vessels.
The FreeSeas principals, George D. Gourdomichalis, Ion Varouxakis and Stathis D. Gourdomichalis issued the following statement: “Today’s merger marks a turning point for our company. FreeSeas’ stock will commence trading on Nasdaq today under the symbol FREE. We are very pleased at this development, which opens whole new opportunities for our company.”
About FreeSeas Inc.
FreeSeas Inc. is a Marshall Islands corporation with principal offices in Piraeus, Greece. FreeSeas is engaged in the transportation of dry bulk cargos through the ownership and operation of drybulk vessels. Currently, it has a fleet of three Handysize vessels. FreeSeas common stock and warrants trade on the Nasdaq Capital Market under the symbols FREE, FREEW and FREEZ respectively. Risks and uncertainties are described in reports filed by FreeSeas Inc. with the US Securities and Exchange Commission, which can be obtained free of charge on the SEC’s website at www.sec.gov. For more information about FreeSeas Inc. please go to our corporate website www.freeseas.gr
Forward Looking Statement
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; including expected vessel acquisitions and entering into further time charters. 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 have been 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 obligations 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.
 
For further information please contact:
Company Contact:
Stathis D. Gourdomichalis
Chief Financial Officer
FreeSeas Inc.
93 Akti Miaouli Street
185 38 Piraeus, Greece
Tel: 011-30-210-45-28-770
Fax: 011-30-210-429-10-10
E-Mail: Email Contact
Email Contact
www.freeseas.gr
Investor Relations / Financial Media:
Nicolas Bornozis
President
Capital Link, Inc.
230 Park Avenue — Suite 1536
New York, NY 10160, USA
Tel: (212) 661-7566
Fax: (212) 661-7526
E-Mail: Email Contact
www.capitallink.com

 

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