As filed with the Securities and Exchange Commission on October 25, 2007

File No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FREESEAS INC.

(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 No.)

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

A. Jeffry Robinson, P.A. Broad and Cassel 2 S. Biscayne Boulevard, 21st Floor Miami, Florida 33131 Telephone: (305) 373-9400 Facsimile: (305) 995-6402		Stephen P. Farrell, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 Telephone: (212) 309-6000 Facsimile: (212) 309-6001

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, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ Registration No. 333-145203

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

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount

Offering Price

Aggregate

Registration

Securities to be Registered

to be Registered(1)

Per Security(2)

Offering Price(2)

Fee(3)

Common Stock, par value US $0.001 per share

1,150,000 shares

$8.25

$9,487,500

$292

(1)		Includes shares of common stock, if any, that may be sold to cover the exercise of an over-allotment option granted to the underwriters.
(2)		Based on the proposed offering price for the shares of common stock offered hereby.
(3)		Calculated under Rule 457(o) of the Securities Act of 1933.

     This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

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 FreeSeas Inc., 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 Registration Statement on Form F-1 (Registration No. 333-145203), which was declared effective by the Commission on October 24, 2007.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Exhibits and Financial Statement Schedules

     All exhibits filed with or incorporated by reference in Registration Statement No. 333-145203 are incorporated by reference into, and shall be deemed part of, this Registration Statement, except the following which are filed herewith:

Exhibit
No.		Exhibit Description		Where Filed
5.1		Opinion of Reeder & Simpson P.C., Marshall Islands counsel to the Registrant, as to the validity of the shares of common stock		Filed herewith
23.1		Consent of Reeder & Simpson P.C.		Included in its opinion filed as Exhibit 5.1
23.2		Consent of PricewaterhouseCoopers S.A.		Filed herewith
24.1		Power of Attorney		Incorporated by reference to Registration Statement on Form F-1 (file no. 333-145203)

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 Piraeus, Country of Greece on October 24, 2007.

     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/ Ion G. Varouxakis   Ion G. Varouxakis		Chairman of the Board, Chief Executive Officer and President (Principal executive officer)		October 24, 2007
/s/ Dimitris D. Papadopoulos   Dimitris D. Papadopoulos		Chief Financial Officer (Principal financial and accounting officer)		October 24, 2007
*		Vice President, Treasurer and Director		October 24, 2007
Kostas Koutsoubelis
*		Director		October 24, 2007
Matthew McCleery
*		Director		October 24, 2007
Focko Nauta
*		Director		October 24, 2007
Dimitrios Panagiotopoulos

*By:		/s/ Ion G. Varouxakis		October 24, 2007
		Ion G. Varouxakis
		as Attorney-in-Fact

Authorized U.S. Representative:
By:		A. Jeffry Robinson, P.A.

		By:		/s/ A. Jeffry Robinson		October 24, 2007
				Name: A. Jeffry Robinson
				Title: President

INDEX TO EXHIBITS

Exhibit No.		Exhibit Description		Where Filed
5.1		Opinion of Reeder & Simpson P.C., Marshall Islands counsel to the Registrant, as to the validity of the shares of common stock		Filed herewith
23.1		Consent of Reeder & Simpson P.C.		Included in its opinion filed as Exhibit 5.1
23.2		Consent of PricewaterhouseCoopers S.A.		Filed herewith
24.1		Power of Attorney		Incorporated by reference to Registration Statement on Form F-1 (file no. 333-145203)