FREEF FreeSeas Inc (CE)

 

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 2014

 

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 ¨   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 December 18, 2014, FreeSeas Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”), at which the Company’s shareholders approved three proposals. The proposals are described in detail in its proxy statement filed as an exhibit to a Report of Foreign Private Issuer on Form 6-K filed on November 17, 2014.

 

Proposal 1

 

The Company’s shareholders elected two individuals to the Board of Directors as set forth below:

 

Name		Votes For		Votes Withheld		Broker Non-Votes
Ion Varouxakis		18,734,354		1,355,155		42,805,470
Dimitris Panagiotopoulos		18,664,168		1,425,341		42,805,470

 

Proposal 2

 

The Company’s shareholders ratified the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014, as set forth below:

 

Votes For		Votes Against		Abstentions
56,051,954		4,843,502		1,999,533

 

Proposal 3

 

The Company’s shareholders grant discretionary authority to the Company’s board of directors to (A) amend the Amended and Restated Articles of Incorporation of the Company to effect one or more consolidations of the issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2 up to 1-for-10 (the “Reverse Stock Split”) and (B) determine whether to arrange for the disposition of fractional interests by shareholder entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined, or to entitle shareholder to receive from the Company’s transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided that, (X) that the Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-15, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the date of the Annual Meeting, as set forth below:

 

Votes For		Votes Against		Abstentions
48,931,449		13,420,012		543,518

 

 

Proposal 4

 

The Company’s shareholders approved an amendment to the Amended and Restated Articles of Incorporation of the Company to increase the Company’s authorized shares of common stock from 250,000,000 to 750,000,000, as set forth below:

 

Votes For		Votes Against		Abstentions
46,290,409		14,480,900		383,676

 

The following exhibit is filed herewith:

 

Exhibit Number	Description
99.1	Press Release, dated December 22, 2014, issued by the Company

 

 

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:  December 22, 2014	By:	/s/ DIMITRIS PAPADOPOULOS
		Dimitris Papadopoulos
		Chief Financial Officer

 

 

 

Exhibit 99.1

 

FreeSeas Inc. Announces Results of Annual Meeting of Shareholders

 

 

Athens, Greece, December 22, 2014 - FreeSeas Inc. (Nasdaq: FREE) (“FreeSeas” or the “Company” ), a transporter of dry-bulk cargoes through the ownership and operation of a fleet of Handysize and Handymax vessels announced today that at the annual meeting of the Company’s shareholders held on December 18, 2014, the shareholders: (i) elected Mr. Ion G. Varouxakis and Mr. Dimitrios Panagiotopoulos to serve until the 2017 Annual Meeting of Shareholders; (ii) ratified the appointment of RBSM LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2014; (iii) granted discretionary authority to the Company’s board of directors to (A) amend the Amended and Restated Articles of Incorporation of the Company to effect one or more consolidations of the issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at ratios within the range from 1-for-2 up to 1-for-10 (the “Reverse Stock Split”) and (B) determine whether to arrange for the disposition of fractional interests by shareholder entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are determined, or to entitle shareholder to receive from the Company’s transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided that, (X) that the Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-15, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the date of the Annual Meeting; and (iv) approved an amendment to the Amended and Restated Articles of Incorporation of the Company to increase the Company’s authorized shares of common stock from 250,000,000 to 750,000,000.

 

Mr. Ion G. Varouxakis, Chairman, President and CEO, commented: "Having taken note of today's Annual meeting results, we would like to reaffirm the Company's commitment to the public markets as a fully reporting entity. It is the intention of the Company, being eligible under Nasdaq rules to apply for the second 180-day compliance period of the minimum bid price requirement, to not effect a reverse split at this time. The Company is actively exploring financing structures to leverage its existing unencumbered assets in order to enlarge the fleet early next year. The increase of the fleet size will not only improve earnings potential, but is expected to improve investor confidence and restore shareholder value. This shall be our foremost priority for the new year.”

 

 

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. Currently, it has a fleet of Handysize and Handymax 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 U.S. Securities and Exchange Commission, 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