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 June, 2015
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 x
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 June 19, 2015, 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 June 18, 2015, on June 12, 2015, the shareholders of the Company authorized 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-50,
at any time prior to June 12, 2016, at the discretion of the Company’s Board of Directors.
On June 12, 2015, the
Company’s Board of Directors authorized a reverse stock split at a ratio of 1 for 50, which will be effective at 12:01 a.m.
New York time (5:01 p.m. Marshall Islands time) on June 26, 2015. As a result of the reverse stock split, every 50 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, Y26496193. 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 June 25, 2015, 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 June 19, 2015. |
99.01 |
Press Release, issued by FreeSeas Inc. on June 25, 2015 |
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: June 25, 2015 |
By: /s/ DIMITRIS PAPADOPOULOS |
|
Dimitris Papadopoulos |
|
Chief Financial Officer |
Exhibit 3.01
Exhibit 99.01
FreeSeas Announces Reverse Split of
Common Stock
Athens, Greece, June 25, 2015 -- FreeSeas
Inc. (Nasdaq: FREE) (“FreeSeas” or the “Company”), a transporter of dry-bulk cargoes through the ownership
and operation of a fleet of Handysize vessel and an owner of a controlling stake in a company commercially operating tankers, announced
today that the Company’s Amended and Restated Articles of Incorporation are being amended to effect a reverse stock split
of the Company’s issued and outstanding common stock at a ratio of one new share for every 50 shares currently outstanding.
The Company anticipates that its common
stock will begin trading on a split-adjusted basis when the market opens on June 26, 2015. FreeSeas’ common stock will continue
to trade under the symbol "FREE." The common shares will also trade under a new CUSIP number Y26496193.
The reverse stock split will consolidate
50 shares of common stock into one share of common stock at a par value of $.001 per share. The reverse stock split will not affect
any shareholder’s ownership percentage of FreeSeas’ common shares, except to the limited extent that the reverse stock
split would result in any shareholder owning a fractional share. Fractional shares of common stock will be rounded up to the nearest
whole share.
After the reverse stock split takes effect,
shareholders holding physical share certificates will receive instructions from American Stock Transfer and Trust Company LLC,
the Company's exchange agent, regarding the process for exchanging their shares.
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 and also is an owner of a controlling stake in a company commercially operating tankers. Currently,
it has a fleet of Handysize 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 SEC, 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