SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 2013
Commission File Number: 000-51672
(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 February 12, 2013, 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 20, 2012, on December 11, 2012, the shareholders of the Company authorized the Board to effect a reverse split of the Company’s issued and outstanding common stock at a ratio of not more than 1 for 12, at any time prior to the date of the Company’s 2013 annual meeting of shareholders, at the discretion of the Company’s Board of Directors.
On January 22, 2013, the Company’s Board of Directors authorized a reverse stock split at a ratio of 1 for 10, which was effective at 8:00 am on February 14, 2013, New York time (1:00 am on February 15, 2013 Marshall Islands time). As a result of the reverse stock split, every ten 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 has a new CUSIP number, Y26496201, and will trade with a “D” added, under the symbol “FREED”, for the 20 business days beginning February 14, 2013 to designate that it is trading on a post-reverse split basis. Trading will resume under the symbol “FREE” after the 20 trading day period has expired. 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 14, 2013, the Company issued the press release relating to the reverse stock split and temporary trading symbol. 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:
|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 12, 2013.|
|99.01||Press Release, issued by FreeSeas Inc. on February 14, 2013|
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.
|Date: February 14, 2013||By: /s/ ALEXANDROS MYLONAS|
|Chief Financial Officer|