As filed with the Securities and Exchange Commission on August 28, 2009
Registration No.                
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEANERGY MARITIME HOLDINGS CORP.
( Exact name of Registrant as specified in its charter )
         
Republic of the Marshall Islands   4412   Not Applicable
         
( State or other jurisdiction of
incorporation or organization ) 		  ( Primary Standard Industrial
Classification Code Number ) 		  ( I.R.S. Employer
Identification Number )
1-3 Patriarchou Grigoriou
166 74 Glyfada
Athens, Greece
Tel: 30 210 9638461
( Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices )
Georgios Koutsolioutsos, Chairman of the Board of Directors
Seanergy Maritime Holdings Corp.
1-3 Patriarchou Grigoriou
166 74 Glyfada
Athens, Greece
Tel: 30 210 9638461
( Address, including zip code, and telephone number, including area code, of agent for service )
With a copy to:
A. Jeffry Robinson, Esq.
Broad and Cassel
2 South Biscayne Blvd, 21 st Floor
Miami, Florida 33131
(305) 373-9400
Fax: (305) 373-9443
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.      o
     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.      x
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.      o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.      o
CALCULATION OF REGISTRATION FEE CHART
                                             
 
                  Proposed Maximum       Proposed Maximum            
  Title of Each Class     Amount Being       Offering Price       Aggregate Offering       Amount of    
  of Securities Being Registered     Registered       per Security(1)       Price(1)       Registration Fee    
 
Common Stock
      4,325,868         $4.65         $20,115,284.98         $1,122.43    
 
(1)   Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(g) under the Securities Act of 1933, as amended, based on the closing sale price on August 25, 2009, as reported by the Nasdaq Stock Market.
 
 

 

 

EXPLANATION AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
     This Registration Statement on Form F-1 is being filed with the Securities and Exchange Commission (which we refer to as the Commission) by Seanergy Maritime Holdings Corp., a Marshall Islands corporation (which we refer to as the Company), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of the Company’s Post Effective Amendment No. 1 to a Registration Statement on Form F-1 (Registration No. 333-157270), which was declared effective by the Commission on April 9, 2009.

1

 

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8.     Exhibits and Financial Statement Schedules.
     (a) The following exhibits are filed as part of this Registration Statement:
         
Exhibit No.   Description
  3.1    
Form of Amended and Restated Articles of Incorporation(2)
  3.2    
Form of Amended and Restated By-laws(2)
  3.3    
Amendment to Amended and Restated Articles of Incorporation(7)
  4.1    
Specimen Common Stock Certificate(3)
  4.2    
Specimen Public Warrant Certificate(3)
  4.3    
Specimen Private Warrant Certificate(3)
  4.4    
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant(5)
  5.1    
Opinion of Reeder & Simpson, P.C., country-regionplaceMarshall Islands counsel to the Registrant(7)
  10.1    
Master Agreement dated as May 20, 2008(2)
  10.2    
Amendment to Master Agreement dated July 25, 2008(2)
  10.3    
Memorandum of Agreement relating to the African Oryx dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Valdis Marine Corp., as seller, as amended(2)
  10.4    
Memorandum of Agreement relating to the African Zebra dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Goldie Navigation Ltd., as seller, as amended(2)
  10.5    
Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co. Davakis G. (ex. Hull No. KA215) dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Kalistos Maritime S.A., as seller, as amended(2)
  10.6    
Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co. Hull No. KA216 dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Kalithea Maritime S.A., as seller, as amended(2)
  10.7    
Memorandum of Agreement relating to the Bremen Max dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Pavey Services Ltd., as seller, as amended(2)
  10.8    
Memorandum of Agreement relating to the Hamburg Max dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Shoreline Universal Limited, as seller, as amended(2)
  10.9    
Management Agreement dated as of May 20, 2008(2)
  10.10    
Brokerage Agreement dated as of May 20, 2008(2)
  10.11    
Voting Agreement dated as of May 20, 2008(2)
  10.12    
Amendment to Voting Agreement dated July 25, 2008(2)
  10.13    
Second Amendment to Voting Agreement dated August 21, 2008(4)
  10.14    
Third Amendment to Voting Agreement dated August 27, 2008(1)
  10.15    
Fourth Amendment to Voting Agreement dated November 20, 2008(1)
  10.16    
Form of Convertible Unsecured Promissory Note(2)
  10.17    
Form of Plan of Dissolution and Liquidation(2)
  10.18    
Form of Stock Escrow Agreement(5)
  10.19    
Form of Joinder Agreement(3)
  23.1    
Consent of Weinberg & Company, P.A.(7)
  23.2    
Consent of KPMG Certified Auditors A.E.(7)
  23.3    
Consent of Reeder & Simpson, P.C., country-regionplaceMarshall Islands counsel to the Registrant (included in Exhibit 5.1)
  24    
Power of Attorney(6)
 
(1)   Incorporated by reference to the corresponding agreement in the Exhibit filed with Seanergy Maritime Corp.’s (“Seanergy Maritime”) Form F-1 filed with the SEC on December 12, 2008.
 
(2)   Incorporated by reference to the corresponding agreement in the Annex filed with Seanergy Maritime’s proxy statement on Form 6-K filed with the SEC on July 31, 2008.
 
(3)   Incorporated by reference to the corresponding agreement in the Exhibit filed with Registrant’s Form F-1 filed with the SEC on January 15, 2009.
 
(4)   Incorporated by reference to the corresponding agreement in the Annex filed with Seanergy Maritime’s supplemental proxy statement on Form 6-K filed with the SEC on August 22, 2008.
 
(5)   Incorporated by reference to the corresponding agreement in the Exhibit filed with Seanergy Maritime’s Form F-1 filed with the SEC on July 10, 2007.
 
(6)   Incorporated by reference to the corresponding agreement in the Exhibit filed with Registrant’s Form F-1 filed with the SEC on February 12, 2009.
 
(7)   Filed herewith.

II-1

 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Country of Greece on August 28, 2009.
         
  SEANERGY MARITIME HOLDINGS CORP.
  		 
  By:   /s/ Dale Ploughman    
    Dale Ploughman,   
    Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
         
SIGNATURES   TITLE   DATE
         
/s/ Dale Ploughman
 
Dale Ploughman
  Chief Executive Officer and Director
(Principal executive officer) 		  August 28, 2009
/s/ Christina Anagnostara
 
Christina Anagnostara 		  Chief Financial Officer and Director
(Principal financial and accounting officer) 		  August 28, 2009
*
 
Alexios Komninos 		  Director   August 28, 2009
*
 
Georgios Koutsolioutsos 		  Chairman of the Board of Directors   August 28, 2009
*
 
Ioannis Tsigkounakis 		  Secretary and Director   August 28, 2009
 
 
Dimitris Anagnostopoulos 		  Director    
*
 
Elias M. Culucundis 		  Director   August 28, 2009
*
 
Kyriakos Dermatis 		  Director   August 28, 2009
*
 
Kostas Koutsoubelis 		  Director   August 28, 2009
*
 
Dimitrios Panagiotopoulos 		  Director   August 28, 2009
*
 
Alexander Papageorgiou 		  Director   August 28, 2009
*
 
George Taniskidis 		  Director   August 28, 2009
*
 
George Tsimpis 		  Director   August 28, 2009
*/s/ Dale Ploughman
 
Dale Ploughman
Attorney-in-fact 		       

II-2

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
     Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Seanergy Maritime Holdings Corp. has signed this registration statement or amendment thereto in Miami, Florida on August 28, 2009.
         
  Authorized U.S. Representative
  		 
  /s/ A. Jeffry Robinson    
  A. Jeffry Robinson   
     
 

II-3

Exhibit 3.3
AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SEANERGY MARITIME HOLDINGS CORP. (THE “CORPORATION”)
PURSUANT TO SECTION 90 OF
THE MARSHALL ISLANDS BUSINESS CORPORATION ACT
     I, Dale Ploughman, the Chief Executive Officer of the Corporation, for the purpose of amending the Amended and Restated Articles of Incorporation of the Corporation, hereby certify:
1.   The name of the Corporation is: Seanergy Maritime Holdings Corp.
 
2.   The Articles of Incorporation were filed with the Registrar of Corporations as of the 4th day of January, 2008, and were amended and restated in their entirety as of the 11th day of July, 2008.
 
3.   Paragraph FOURTH of the Articles of Incorporation is deleted in its entirety and replaced with the following:
 
    “FOURTH: The aggregate number of shares of capital stock that the Corporation shall have the authority to issue is two hundred and one million (201,000,000) consisting of the following:
(1) two hundred million (200,000,000) registered shares of common stock with a par value of US $0.0001 per share.
(2) one million (1,000,000) registered preferred shares with a par value of US $0.0001 per share. The Board of Directors (the “Board”) is expressly granted the authority to issue preferred shares and to establish such series of preferred shares and with such designations, preferences and relative participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolutions providing for the issue of such preferred shares and without further vote or action by the shareholders.”
4.   All of the other provisions of the Amended and Restated Articles of Incorporation, as amended, shall remain unchanged.
 
5.   This Amendment to the Amended and Restated Articles of Incorporation was approved by vote of the holders of a majority of all outstanding shares of the Corporation with a right to vote at the annual meeting of the shareholders of the Corporation held on July 16, 2009.
      IN WITNESS WHEREOF , I have executed this Second Amendment to the Amended and Restated Articles of Incorporation on this 17 th day of July, 2009
         
     
     
  Dale Ploughman, Chief Executive Officer   
     
 

Exhibit 5.1
REEDER & SIMPSON
Attorneys-at-Law
     
RRE Commercial Center
  R. Simpson
P.O. Box 601
  8 Karaïskaki St., Moschaton 183 45
Majuro, MH 96960, Marshall Islands
  Athens, Greece
Telephone: +692 625 3602
  Telephone: +30 210 941 7208
Fax: +692 625 3603
  Fax: +30 210 941 4790
E-mail: dreeder@ntamar.net
  E-mail: simpson@otenet.gr
 
  Mobile phone: +30 6945 465 173
August 27, 2009
Seanergy Maritime Holdings Corp.
1 — 3 Patriarchou Grigoriou
166 74 Glyfada
Athens, Greece
Ladies and Gentlemen:
We have acted as Marshall Islands counsel to Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the “Company”), in connection with the issuance of 4,325,868 shares (the “Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), as described in the Company’s Registration Statement on Form F-1 filed under Rule 462(b) (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement incorporates by reference the contents of the Company’s Post Effective Amendment No. 1 to a Registration Statement on Form F-1 (Registration No. 333-157270), which was declared effective by the Commission on April 9, 2009.
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company.
Based upon the foregoing, we are of the opinion that:
1.     The Company has been duly incorporated and is validly existing and in good standing under the laws of the Republic of the Marshall Islands.
2.     The Shares have been duly authorized, validly issued, fully paid and non-assessable.
We are opining solely on the laws of the Republic of the Marshall Islands, including the rules and regulations underlying those provisions, all applicable provisions of the Constitution of the Marshall Islands and all applicable judicial and regulatory determinations in connection therewith.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.
         
Very truly yours,
  		 
/s/ Raymond E. Simpson    
Reeder & Simpson P.C.   
   
 

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of:
Seanergy Maritime Holdings Corp.
We consent to the incorporation by reference in the foregoing Registration Statement on Form F-1, of our report dated March 12, 2008 relating to the financial statements of Seanergy Maritime Corp. as of and for the year ended December 31, 2007, and for the period from August 15, 2006 (Inception) to December 31, 2006, which appears in the Seanergy Maritime Holdings Corp. Registration Statement on Post-Effective Amendment No. 1 to a Registration Statement on Form F-1 (Registration No. 333-157270), which was declared effective by the Commission on April 9, 2009.
/s/ Weinberg & Company, P.A.
Weinberg & Company, P.A.
Certified Public Accountants
Boca Raton, Florida
August 28, 2009

Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
To the Board of Directors and the Shareholders of
Seanergy Maritime Holdings Corp. (successor to Seanergy Maritime Corp.)
We consent to the incorporation by reference in the registration statement on Form F-1 of SEANERGY MARITIME HOLDINGS CORP. (the “Company”) of our report dated March 27, 2009, with respect to the consolidated balance sheet of SEANERGY MARITIME HOLDINGS CORP. as of December 31, 2008, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended, and our report dated June 16, 2008, except as to Note 20(i), which is as of July 25, 2008, with respect to the combined balance sheets of Goldie Navigation Ltd., Pavey Services Ltd., Shoreline Universal Ltd., Valdis Marine Corp., Kalistos Maritime S.A and Kalithea Maritime S.A (together the “Group”) as of December 31, 2007 and 2006, and the related combined statements of income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2007, which reports appear in the Company’s Post Effective Amendment No. 1 to a Registration Statement on Form F-1 (Registration No. 333-157270). Our report dated June 16, 2008, contains an explanatory paragraph stating that the combined financial statements referred to above present the aggregated financial information of the six vessel-owning companies and an allocation of long-term debt and that the combined financial statements may not necessarily be indicative of the Group’s financial position, results of operations, or cash flows had the Group operated as a separate entity during the periods presented or for future periods.
We consent to the references to our firm under the caption “Experts” in the prospectus.
/s/ KPMG Certified Auditors AE
Athens, Greece
August 27, 2009