Report of Foreign Issuer (6-k)
February 06 2017 - 5:26PM
Edgar (US Regulatory)
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 February 2017
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
February 3, 2017, FreeSeas Inc. (the “Company”) filed an amendment to its Amended and Restated Articles of Incorporation
to effectuate a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per
share. A copy of the amendment is attached hereto as Exhibit 3.01.
As
previously disclosed on a Form 6-K filed on December 22, 2016, on December 22, 2016, the shareholders of the Company authorized
the Board of Directors (the “Board”) to effect one or more reverse splits of the Company’s issued and outstanding
common stock at a ratio within the range from 1-for-2 up to 1-for-10,000, at any time prior to December 22, 2017, at the discretion
of the Board.
On
December 27, 2016, the Board authorized a reverse stock split at a ratio of 1-for-5,000, which will be effective at 12:01 a.m.
New York time (5:01 p.m. Marshall Islands time) on February 7, 2017. As a result of the reverse stock split, every 5,000 shares
of the Company’s pre-reverse split common stock will be combined and reclassified into one share of the Company’s
common stock. No fractional shares of common stock will be issued as a result of the reverse stock split. Stockholders who otherwise
would be entitled to a fractional share shall receive the next higher number of whole shares.
The
par value and other terms of Company’s common stock were not affected by the reverse stock split. The Company’s post-reverse
split common shares have a new CUSIP number, Y26496235. The Company’s transfer agent, American Stock Transfer & Trust
Company, LLC is acting as exchange agent for the reverse stock split and will send instructions to shareholders of record regarding
the exchange of certificates for common stock.
On
February 6, 2017, the Company issued the press release relating to the reverse stock split. A copy of the press release that discusses
these matters is filed as Exhibit 99.01 to, and incorporated by reference in, this report.
The
following exhibits are filed herewith:
Exhibit
Number
|
|
Description
|
|
|
|
3.01
|
|
Certificate
of Amendment to the Amended and Restated Articles of Incorporation, as filed with the Registrar of Corporations of the Marshall
Islands on February 3, 2017.
|
99.01
|
|
Press
Release, issued by FreeSeas Inc. on February 6, 2017.
|
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: February
6, 2017
|
By:
|
/s/
DIMITRIS PAPADOPOULOS
|
|
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Dimitris
Papadopoulos
|
|
|
Chief
Financial Officer
|
3
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