20-F/A 1 d1371951_20f-a.htm d1371951_20f-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 20-F/A


[_] 
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
     
 
OR
 
     
     
[X] 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
     
 
For the fiscal year ended December 31, 2012
 
     
 
OR
 
     
[_] 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
     
 
For the transition period from              to
 
     
 
OR
 
     
[_]
SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
     
 
Date of event requiring this shell company report. . . . . . . . . . . . . . . .
 
     
 
Commission file number 001-35132
 
     
     
 
BOX SHIPS INC.
 
 
(Exact name of Registrant as specified in its charter)
 
     
     
 
(Translation of Registrant's name into English)
 
     
 
Republic of the Marshall Islands
 
 
(Jurisdiction of incorporation or organization)
 
     
 
15 Karamanli Ave., GR 166 73, Voula, Greece
 
 
(Address of principal executive offices)
 
     
 
Mrs. Maria Stefanou
 +30 210 891-4600, m.stefanou@box-ships.com
15 Karamanli Ave., GR 166 73, Voula, Greece
 
 
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 
     
     

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class
 
Name of each exchange on which registered
     
Common Shares, $0.01 par value
 
New York Stock Exchange
Preferred Stock Purchase Rights
 
New York Stock Exchange



 
 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2012, there were 20,926,715 shares of the registrant's common stock, par value $0.01 per share, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[_] Yes  [X] No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

[_] Yes  [X] No

Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes  [_] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] Yes [_]  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See the definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [_]
 
Accelerated filer [X]
 
Non-accelerated filer [_]

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP [X]
 
International Financial Reporting Standards as issued by the International Accounting Standards [_]
 
Other [_]
         


If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

[_]  Item 17  [_] Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[_] Yes  [X] No

 
 

 

EXPLANATORY NOTE
 
This Amendment No. 1, or the Amendment No. 1, to the Annual Report on Form 20-F for the fiscal year ended December 31, 2012, originally filed with the Securities and Exchange Commission, or the SEC, on March 8, 2013, or the 2012 Form 20-F, is being filed solely for the purpose of furnishing Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T. This Exhibit 101 was not previously filed with the 2012 Form 20-F.
 
Users of this data are advised, in accordance with Rule 406T of Regulation S-T promulgated by the SEC, that interactive data files are deemed not filed or part of any registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

No other changes have been made in this Amendment No. 1 to the 2012 Form 20-F. This Amendment No. 1 speaks as of the original date of the 2012 Form 20-F, does not reflect events that may have occurred subsequent to the date the 2012 Form 20-F was filed with the SEC and does not, and does not purport to, amend, modify, update or restate in any way the information contained in the 2012 Form 20-F.


 
 

 

 
 PART III
 
 
Item 19.                      Exhibits

Exhibit
Number
 
  Description  
101
The following financial information from Box Ships Inc.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on March 8, 2013, formatted in Extensible Business Reporting Language (XBRL):
 
(i) Consolidated Balance Sheets as of December 31, 2011 and 2012;
(ii) Consolidated Statements of Comprehensive Income / (Loss) for the period from May 19, 2010 (inception) to December 31, 2010 and for the years ended December 31, 2011 and 2012;
(iii) Consolidated Statements of Stockholders' Equity for the period from May 19, 2010 (inception) to December 31, 2010 and for the years ended December 31, 2011 and 2012;
(iv) Consolidated Statements of Cash Flows for the period from May 19, 2010 (inception) to December 31, 2010 and for the years ended December 31, 2011 and 2012; and
(v) Notes to Consolidated Financial Statements.

 
 

 

SIGNATURES
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
 

 
 
BOX SHIPS INC.
   
   
 
By:
/s/ Robert Perri
 
Name:
Robert Perri
 
Title:
Chief Financial Officer
     
Dated: April 4, 2013