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
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Description
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3.01
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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.
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99.01
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Press
Release, issued by FreeSeas Inc. on February 6, 2017.
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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.
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FREESEAS
INC.
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Date: February
6, 2017
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By:
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/s/
DIMITRIS PAPADOPOULOS
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Dimitris
Papadopoulos
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Chief
Financial Officer
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3
Exhibit
3.01
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ARTICLES
OF AMENDMENT
OF
FREESEAS
INC.
Reg.
No. 10973
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REPUBLIC
OF THE MARSHALL ISLANDS
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REGISTRAR
OF CORPORATIONS
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DUPLICATE
COPY
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The
original of this Document was filed in
accordance with Section 5 of the
Business Corporations Act on
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NON
RESIDENT
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February
3, 2017
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Deputy
Registrar
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ARTICLES
OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
FREESEAS INC.
UNDER SECTION 90 OF THE BUSINESS CORPORATIONS ACT
The
undersigned,
Ion G. Varouxakis, Chief Executive Officer
of FreeSeas Inc. a corporation incorporated under the laws of the
Republic of the Marshall Islands, for the purpose of amending the Articles of Incorporation of said Corporation hereby certify:
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1.
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The name of the Corporation is: FREESEAS INC.
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2.
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The Articles of Incorporation were filed with the Registrar
of Corporations as of the 23
rd
day of April, 2004.
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3.
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The following shall be inserted immediately following
the last sub-paragraph of Paragraph D of the Amended and Restated Articles of Incorporation, effecting a combination of the outstanding
shares of Common Stock:
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"Effective
as of 5:01 p.m., Marshall Islands time on February 7, 2017 (12:01 a.m., New York time on February 7, 2017), every five thousand
(5,000) shares of common stock of the Corporation then issued and outstanding shall, automatically and without any action on the
part of the respective holders thereof, be combined, converted and changed into one (1) share of common stock of the Corporation
(the "Reverse Stock Split"); provided, however, that the number and par value of shares of common stock and the number
and par value of shares of preferred stock authorized pursuant to this Paragraph D shall not be altered. No fractional shares
shall be issued upon the Reverse Stock Split. All shares of common stock (including fractions thereof) issuable upon the Reverse
Stock Split to a given holder shall be aggregated for purposes of determining whether the Reverse Stock Split would result in
the issuance of any fractional share. If, after the aforementioned aggregation, the Reverse Stock Split would result in the issuance
of a fraction of a share of common stock, the Corporation shall, in lieu of issuing any such fractional share, round such fractional
share up to the nearest whole share."
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4.
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All of the other provisions of the Amended and Restated
Articles of Incorporation shall remain unchanged.
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5.
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This Amendment to the Articles of Incorporation was
authorized by actions of the Board of Directors and Shareholders of the Corporation
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IN
WITNESS WHEREOF, the undersigned has executed these Articles of Amendment on this 3rd day of February 2017.
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/s/ Ion
G. Varouxakis
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Ion
G. Varouxakis
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Chief
Executive Officer
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Exhibit 99.01
FreeSeas
Announces Reverse Split of Common Stock
Athens,
Greece, February 6, 2017
--
FreeSeas Inc.
(OTCQB: FREEF)
("FreeSeas" or the "Company")
,
a transporter of dry-bulk cargoes through the ownership and operation of two Handysize vessels and an owner of a controlling stake
in a company commercially operating tankers and dry-bulkers, 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 5,000 shares currently outstanding.
The
Company anticipates that its common stock will begin trading on a split-adjusted basis when the market opens on February 7, 2017.
FreeSeas’ common stock will trade under the symbol "FREED" for 20 trading days and then will change back to “FREEF”.
The common shares will also trade under a new CUSIP number Y26496235.
The
reverse stock split will consolidate 5,000 shares of common stock into one share of common stock at a par value of $0.001 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 and dry-bulkers. Currently, it owns and operates two Handysize vessels. FreeSeas' common stock
trades on the OTCQB under the symbol “FREEF”. Risks and uncertainties are described in reports filed by FreeSeas Inc.
with the Securities and Exchange Commission (“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 SEC. 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