Filed Pursuant to Rule 424(b)(3)
Registration No. 333-129145
EUROSEAS LTD.
This prospectus relates to offers and sales from time to time by the
persons identified in this prospectus of up to 7,026,993 currently outstanding
shares of our common stock, par value $0.01 per share, 1,756,743 shares of our
common stock issuable upon the exercise of warrants outstanding as of the date
of this prospectus and up to 818,604 shares of our common stock issued to
certain affiliates of Cove Apparel, Inc. ("Cove"), in connection with the merger
of Cove with our subsidiary, Euroseas Acquisition Company Inc. ("EuroSub"). We
refer to each person that may sell shares under this prospectus as a selling
shareholder. This prospectus does not cover the issuance of any shares of common
stock by us. We have agreed to pay all expenses incurred in connection with the
registration of the shares of common stock covered by this prospectus.
Our common stock is currently listed on the Over the Counter Bulletin Board
("OTCBB") under the symbol "ESEAF.OB." We have filed an application to list our
common stock on the Nasdaq National Market and have reserved the symbol "ESEA."
We cannot assure you that such listing will be obtained. On September 11, 2006,
the last reported sale price of our common stock on the OTCBB was $3.00.
The selling shareholders will sell their shares at prevailing market prices
or privately negotiated prices. The selling shareholders may sell the shares of
common stock to or through underwriters, brokers or dealers or directly to
purchasers. Underwriters, brokers or dealers may receive discounts, commissions
or concessions from the selling shareholders, purchasers in connection with
sales of the shares of common stock, or both. Additional information relating to
the distribution of the shares of common stock by the selling shareholders can
be found in this prospectus under the heading "Plan of Distribution."
We will not receive any proceeds from sales of shares of our common stock
by the selling shareholders.
Investing in our common stock involves risks. Please see "Risk Factors"
beginning on page 3.
--------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is September 15, 2006
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS.....................................................ii
PROSPECTUS SUMMARY.........................................................1
RISK FACTORS...............................................................3
FORWARD-LOOKING STATEMENTS.................................................4
USE OF PROCEEDS............................................................4
PLAN OF DISTRIBUTION.......................................................4
ENFORCEABILITY OF CIVIL LIABILITIES........................................6
EXPERTS....................................................................6
LEGAL MATTERS..............................................................6
WHERE YOU CAN FIND ADDITIONAL INFORMATION..................................6
ABOUT THIS PROSPECTUS
This prospectus is part of a post-effective amendment to a registration
statement that we have filed with the SEC. Under this registration process, the
selling shareholders referred to in this prospectus may offer and sell from time
to time up to 7,026,993 currently outstanding shares of our common stock,
1,756,743 shares of our common stock issuable upon the exercise of warrants
outstanding at an exercise price of $3.60 per share and held by the selling
shareholders as of the date of this prospectus and 818,604 shares of our common
stock issued to certain affiliates of Cove, in connection with the merger of
Cove with EuroSub.
This prospectus does not cover the issuance of any shares of common stock
by us, and we will not receive any of the proceeds from any sale of shares by
the selling shareholders. We have agreed to pay all expenses incurred in
connection with the registration of the shares of common stock covered by this
prospectus.
Information about the selling shareholders may change over time. Any
changed information given to us by the selling shareholders will be set forth in
a prospectus supplement if and when necessary. Further, in some cases, the
selling shareholders will also be required to provide a prospectus supplement
containing specific information about the terms on which they are offering and
selling our common stock. If a prospectus supplement is provided and the
description of the offering in the prospectus supplement varies from the
information in this prospectus, you should rely on the information in the
prospectus supplement.
PROSPECTUS SUMMARY
This summary highlights selected information appearing elsewhere in this
prospectus or incorporated by reference, but may not contain all of the
information that may be important to you. Accordingly, we encourage you to read
carefully this entire prospectus and the documents incorporated by reference
into this prospectus before deciding whether to invest in our common stock. In
this prospectus, the words "Euroseas," "Company," "we," "our," "ours" and "us"
refer to Euroseas Ltd., and its subsidiaries, unless otherwise stated or the
context requires.
This prospectus and the documents incorporated into this prospectus contain
forward-looking statements. You should read the explanation of the
qualifications and limitations on those forward-looking statements on page 3 of
this prospectus. You should also carefully consider the various risk factors,
which may cause our actual results to differ materially from those indicated by
such forward-looking statements. See "Risk Factors" below. You should not place
undue reliance on our forward-looking statements.
The Offering
The selling shareholders named in this prospectus are offering up to
7,026,993 currently outstanding shares of our common stock, par value $0.01 per
share, 1,756,743 shares of our common stock issuable upon the exercise of
warrants outstanding as of the date of this prospectus and up to 818,604 shares
of our common stock issued to certain affiliates of Cove, in connection with the
merger of Cove with EuroSub. We will not receive any of the proceeds from the
sale of the shares. Each selling shareholder will sell the shares whenever it
chooses to do so at varying prices to be determined at the time of each sale
either based upon prevailing market conditions or at negotiated prices. On
September 11, 2006, the last reported sales price for our common stock on the
OTCBB was $3.00. This offering will continue until the earlier of (i) two years
following the date the registration statement was first declared effective, and
(ii) such time as all securities covered by such registration statement have
been sold or may be sold without volume restrictions pursuant to Rule 144(k)
under the Securities Act of 1933, as amended (the "Securities Act").
Our Company
We are Euroseas, a Marshall Islands company incorporated in May 2005. We
are a provider of international seaborne transportation services, carrying
various drybulk cargoes including, among others, iron ore, coal, grain, bauxite,
phosphate and fertilizers, as well as containerized cargoes. As of September 11,
2006, our fleet consisted of eight vessels, including two Panamax drybulk
carriers, two Handysize drybulk carriers, three Handysize feeder containerships
and one Handysize multipurpose vessel. The total cargo carrying capacity of the
four drybulk carriers is 207,464 deadweight tons, or dwt, and of the three
containerships is 66,100 dwt and 4,636 twenty-foot equivalent units, or teu. Our
multipurpose vessel can carry 22,568 dwt and/or 950 teu.
Our executive offices are located at 40 Ag. Konstantinou Ave., 151 24,
Maroussi, Greece. Our telephone number is +30-211-1804005.
Our Fleet
As of September 11, 2006, the profile and deployment of our fleet is the
following:
Year TCE Rate
Name Type Dwt TEU Built Employment ($/day)
------------------------------------------------------------------------------------------
Dry Bulk
--------
Baumarine
Pool until $17,000 to
IRINI Panamax 69,734 1988 end 2008 $20,000 (*)
NIKOLAOS P. Handysize 34,750 1984 Spot
ARIEL Handysize 33,712 1977 TC until
Sept-06 $8,500
ARISTIDES N.P. (**) Panamax 69,268 1993 Cargill $19,750 until
Nov-06
Total Dry Bulk Vessels 4 207,464
Container Carriers
ARTEMIS Handysize 29,693 2,098 1987 TC until
Dec-08 $19,000
YM QINGDAO I Handysize 18,253 1,269 1990 TC until
Mar-07 $11,900
$16,000 until
Nov-06,
KUO HSIUNG Handysize 18,154 1,269 1993 TC until $12,000 until
Nov-07 Nov-07
Total Container Carriers 3 66,100 4,636
Multipurpose Vessels
$8,850 until
Dec-08,
$9,950 until
Dec-10,
TASMAN TRADER Multipurpose 22,568 950 1990 TC until $9,000 until
Mar-12 Mar-12
Total Multipurpose Vessels 1 22,568 950
FLEET GRAND TOTAL 8 296,132 5,586
(*) The owning company of m/v Irini participates in 3 short funds (contracts of
affreightment to carry cargo) that provide an effective coverage of m/v
Irini for 102% in 2006, 77% in 2007 and 42% in 2008. The combination of the
short funds and pool employment secures the mentioned rate range for the
greater part of the next 2.5 years.
(**) On July 25, 2006, we signed a memorandum of agreement to purchase m/v Torm
Tekla. The vessel was delivered to us on September 4, 2006 and was renamed
m/v Aristides N.P.
Recent Developments
On March 20, 2006, a subsidiary of the Company signed a Memorandum of
Agreement to sell m/v John P, a handysize bulk carrier of 26,354 dwt built in
1981 for $4.95 million. The vessel was delivered to the buyer on July 5, 2006.
On April 10, 2006, Xenia International Corporation ("Xenia"), a
wholly-owned subsidiary of the Company signed a Memorandum of Agreement to
purchase m/v Tasman Trader, a multipurpose dry cargo vessel of 22,568 dwt and
950 teu built in 1990 for $10.78 million. The vessel was delivered to the
Company on April 27, 2006. In order to partly finance the purchase of the
vessel, Xenia entered into a loan agreement for $8,250,000 with Fortis Bank. The
loan is payable in 23 consecutive quarterly installments of $265,000 each
commencing three months from drawdown, with a final balloon payment of
$2,155,000 payable with the final installment. The loan has similar covenants to
the rest of the Company's loans.
On April 11, 2006, a subsidiary of the Company agreed to sell m/v Pantelis
P, a handysize bulk carrier of 26,354 dwt built in 1981 for $4.65 million. The
vessel was delivered to the buyer on May 31, 2006.
On July 25, 2006, Prospero Maritime Inc., a wholly-owned subsidiary of the
Company, signed a Memorandum of Agreement to purchase m/v Torm Tekla, a panamax
size drybulk vessel of 69,268 dwt built in 1993 for $23.46 million. The vessel
was delivered to the Company on September 4, 2006 and was renamed m/v Aristides
N.P. The acquisition will be financed with approximately 35% of equity (about $8
million) from the Company's cash reserves and the remaining amount with a bank
loan of $15,500,000 with CALYON. The loan is repayable in 14 consecutive
semi-annual installments commencing six months from drawdown, as follows: the
first two installments are in the amount of $1,200,000 each, the third
installment is in the amount of $1,000,000, the remaining eleven installments
are in the amount of $825,000 each, and there is a final balloon payment of
$3,025,000 payable with the final installment. The loan has similar covenants to
the rest of the Company's loans.
On August 7, 2006, the Board of Directors declared a dividend in the amount
of $0.06 per share which will be payable on or about September 15, 2006 to those
holders of record of common stock of the Company on September 5, 2006.
On August 8, 2006, the Company held its annual shareholders' meeting. At
the meeting the following actions were approved by the Company's shareholders:
o Aristides J. Pittas, Dr. Anastasios Aslidis and Aristides P. Pittas were
re-elected as Class A Directors whose term will expire at the 2008 annual
meeting;
o Panagiotis Kyriakopoulos and George Skarvelis were re-elected as Class B
Directors whose term will expire at the 2009 annual meeting;
o The shareholders approved the Board's proposal to amend the Company's
Articles of Incorporation to effect a reverse stock split at a ratio of not less
than one-for-two and not more than one-for-four any time prior to September 1,
2007, with the exact ratio to be determined by the Board;
o The shareholders approved the Euroseas 2006 Stock Incentive Plan; and
o The shareholders approved the appointment of Deloitte, Hadjipavlou,
Sofianos & Cambanis S.A. as the Company's independent auditors for the fiscal
year ending December 31, 2006.
RISK FACTORS
Any investment in our stock involves a high degree of risk. We have
identified a number of risk factors which you should consider before buying
shares of our common stock. These risk factors are incorporated by reference
into this registration statement from our annual report on Form 20-F filed on
June 30, 2006. Some of these risk factors contained in our annual report on Form
20-F relate principally to the industry in which we operate and our business in
general. Other risks relate to the securities market for and ownership of our
common stock. Any of these risk factors could significantly and negatively
affect our business, financial condition, operating results and common stock
price.
FORWARD-LOOKING STATEMENTS
This prospectus, and the documents incorporated by reference in this
prospectus, contain forward-looking statements. These forward-looking statements
include information about possible or assumed future results of our operations
or our performance. Words such as "expects," "intends," "plans," "believes,"
"anticipates," "estimates," and variations of such words and similar expressions
are intended to identify the forward-looking statements. Although we believe
that the expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to have
been 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 our
control. Actual results may differ materially from those expressed or implied by
such forward-looking statements. Forward-looking statements include statements
regarding:
o our future operating or financial results;
o future, pending or recent acquisitions, business strategy, areas of
possible expansion, and expected capital spending or operating
expenses; and
o drybulk and containership market trends, including charter rates and
factors affecting vessel supply and demand.
We undertake no obligation to publicly update or revise any forward-looking
statements contained in this prospectus, or the documents to which we refer you
in this prospectus, to reflect any change in our expectations with respect to
such statements or any change in events, conditions or circumstances on which
any statement is based.
USE OF PROCEEDS
We will not receive any proceeds from sales of shares of our common stock
by the selling shareholders.
PLAN OF DISTRIBUTION
We are registering shares of our common stock under the Securities Act for
sale by the selling shareholders. As used in this prospectus, "selling
shareholders" include certain entities identified in the footnotes to the table
in the section captioned "Selling Shareholders" as the holders of record of the
indicated securities and include the respective pledgees, assignees,
successors-in-interest, donees, transferees or others who may later hold the
selling shareholders' Euroseas common stock and would be identified in an
amendment to this prospectus at the appropriate time. We have agreed to pay the
costs and fees of registering the shares, but the selling shareholders will pay
any brokerage commissions, discounts or other expenses relating to the sale of
the shares.
The selling shareholders will sell their shares at prevailing market
prices or privately negotiated prices. A Selling Shareholder may use any one or
more of the following methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o settlement of short sales entered into after the effective date of the
registration statement of which this prospectus is a part;
o broker-dealers may agree with the Selling Stockholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale;
o through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise; or
o any other method permitted pursuant to applicable law.
The Selling Shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Shareholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Shareholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated, but, except as set forth in a supplement to this prospectus, in the
case of an agency transaction not in excess of a customary brokerage commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.
In connection with the sale of Euroseas common stock or interests therein,
the Selling Shareholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The Selling
Shareholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The Selling
Shareholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
The Selling Shareholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Each Selling Shareholder has informed us
that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the common stock. In no event shall
any broker-dealer receive fees, commissions and markups which, in the aggregate,
would exceed eight percent (8%).
We are required to pay certain fees and expenses incurred by us incident to
the registration of the shares. We have agreed to indemnify the Selling
Shareholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
Because Selling Shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act, they will be subject to the prospectus delivery
requirements of the Securities Act. In addition, any securities covered by a
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than under a prospectus. Each Selling
Shareholder has advised us that it has not entered into any written or oral
agreements, understandings or arrangements with any underwriter or broker-dealer
regarding the sale of the common stock. There is no underwriter or coordinating
broker acting in connection with the proposed sale of the common stock by the
Selling Shareholders.
We have agreed to keep a prospectus effective until the earlier of (i) the
date on which the shares may be resold by the Selling Shareholders without
registration and without regard to any volume limitations by reason of Rule
144(e) under the Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold pursuant to the prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The common stock will be
sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the common
stock may not be sold unless it has been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the common stock may not simultaneously engage in
market making activities with respect to the common stock for a period of two
business days prior to the commencement of the distribution. In addition, the
Selling Shareholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which may
limit the timing of purchases and sales of shares of the common stock by the
Selling Shareholders or any other person. Euroseas will make copies of any
prospectus available to the Selling Shareholders and have informed them of the
need to deliver a copy of a prospectus to each purchaser at or prior to the time
of the sale.
In addition, BTG Investments, LLC ("BTG"), a wholly owned affiliate of Roth
Capital LLC ("Roth Capital"), purchased shares and warrants in our Private
Placement on August 25, 2005 (the "BTG Shares"). Under NASD rules, neither BTG
nor Roth Capital will be permitted to re-sell the BTG Shares until 180 days
after the date of the first sale of common stock registered pursuant to our
registration statement on Form F-1 (File No. 333-129145).
ENFORCEABILITY OF CIVIL LIABILITIES
We are a Marshall Islands company and our executive offices are located
outside of the United States of America in Maroussi, Greece. Some of our
directors and officers and some of the experts named herein reside outside the
United States of America. In addition, a substantial portion of our assets and
the assets of our directors, officers and experts are located outside of the
United States of America. As a result, you may have difficulty serving legal
process within the United States of America upon us or any of these persons. You
may also have difficulty enforcing, both in and outside the United States of
America, judgments you may obtain in United States of America courts against us
or these persons in any action, including actions based upon the civil liability
provisions of United States of America federal or state securities laws.
Furthermore, there is substantial doubt that the courts of the Marshall Islands
or Greece would enter judgments in original actions brought in those courts
predicated on United States of America federal or state securities laws.
EXPERTS
The financial statements as of December 31, 2004 and 2005 and for each of
the years in the period ended December 31, 2005 incorporated in this prospectus
by reference from the Company's Annual Report on Form 20-F for the year ended
December 31, 2005 have been audited by Deloitte, Hadjipavlou, Sofianos &
Cambanis S.A., an independent registered public accounting firm, as stated in
their report which is incorporated herein by reference and has been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
LEGAL MATTERS
Seward & Kissel LLP is acting as our counsel in compliance with United
States securities laws.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
As required by the Securities Act, we filed a registration statement
relating to the securities offered by this prospectus with the SEC. This
prospectus is a part of that registration statement, which includes additional
information.
Government Filings
We file annual and special reports within the SEC. You may read and copy
any document that we file at the SEC's Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling 1-800-SEC-0330, and you may obtain copies at
prescribed rates from the Public Reference Section of the SEC at its principal
office in Washington, D.C. 20549. The SEC maintains a website
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
Information Incorporated by Reference
The SEC allows us to "incorporate by reference" information that we file
with it. This means that we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the SEC prior to the termination of this offering will also be
considered to be part of this prospectus and will automatically update and
supersede previously filed information, including information contained in this
document.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
o Our Annual Report on Form 20-F for the year ended December 31, 2005,
as filed with the SEC on June 30, 2006;
o Our Prospectus Supplement filed with the SEC on August 30, 2006;
o The description of our securities contained in (a) our Registration
Statement on Form F-1, File No. 333-129145, as amended, filed with the
SEC on October 20, 2005, (b) and any amendment or report filed for the
purpose of updating that description; and
o We are also incorporating by reference all subsequent annual reports
on Form 20-F that we file with the SEC and certain Reports on Form 6-K
that we furnish to the SEC after the date of this prospectus (if they
state that they are incorporated by reference into this prospectus)
until we file a post-effective amendment indicating that the offering
of the securities made by this prospectus has been terminated. In all
cases, you should rely on the later information over different
information included in this prospectus or the prospectus supplement.
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. We have
not authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus and any accompanying prospectus
supplement as well as the information we previously filed with the SEC and
incorporated by reference, is accurate as of the dates on the front cover of
those documents only. Our business, financial condition and results of
operations and prospects may have changed since those dates.
You may request a free copy of the above mentioned filings or any
subsequent filing we incorporated by reference into this prospectus by writing
or telephoning us at the following address:
Euroseas Ltd.
Aethrion Center
40 Ag. Konstantinou Street
151 24 Maroussi
Greece
Attn: Aristides J. Pittas
Telephone: 011 30 211 1804005
Website: http:// www.euroseas.gr
or
Euroseas Ltd.
Mr. Anastasios Aslidis
2693 Far View Drive
Mountainside, New Jersey 07092
Telephone: (908) 301-9091
Email: aha@euroseas.com
SK 02558 0002 703334