sc13dza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12 )*
SEANERGY
MARITIME HOLDINGS CORP.
COMMON STOCK
(Title of Class of Securities)
Y 73760103
Evan Breibart
11 Poseidonos Avenue
Athens 167 77 Greece
+30 210 8910 170
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 21, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1
(f) or Rule 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d—7 for
other parties to whom copies are to be sent.
| * |
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| |
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
|
Y
73760103 |
|
Page |
|
2 |
|
of |
|
16 |
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
United Capital Investments Corp. |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
| |
(a) þ |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
WC |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Liberia
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
25,866,038(1) |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
9,416,372(1) |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
| |
|
| |
25,866,038(1) |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
| |
|
| |
81.41%(2) |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
CO |
(1) For purposes of Schedule 13D,
shares of Common Stock which the Reporting Person has the right to acquire
within 60 days of the event requiring this filing are included in the number of
shares beneficially owned. As a result, the number of shares of Common Stock
disclosed includes 2,826,584 shares of Common Stock issuable upon exercise of
warrants.
(2) Calculated based upon
28,947,095 shares of Common Stock of the Issuer outstanding.
| |
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
|
Y
73760103 |
|
Page |
|
3 |
|
of |
|
16 |
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Atrion Shipholding S.A. |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
| |
(a) þ |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
WC |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Marshall Islands |
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
3,122,958(3) |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
21,458,329 |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
7,518,620(3) |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
0 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
| |
|
| |
24,581,287(3) |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
| |
|
| |
79.42%(4) |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
CO |
(3) For purposes of Schedule 13D,
shares of Common Stock which the Reporting Person has the right to acquire
within 60 days of the event requiring this filing are included in the number of
shares beneficially owned. As a result, the number of shares of Common Stock
disclosed includes 2,002,083 shares of Common Stock issuable upon exercise of
warrants.
(4) Calculated based upon
28,947,095 shares of Common Stock of the Issuer outstanding.
| |
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
|
Y
73760103 |
|
Page |
|
4 |
|
of |
|
16 |
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Plaza Shipholding Corp. |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
| |
(a) þ |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
WC |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Marshall Islands
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
3,186,552(5) |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
21,528,329 |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
7,582,000(5) |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
70,000 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
| |
|
| |
24,714,881(5) |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
| |
|
| |
79.86%(6) |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
CO |
(5) For purposes of Schedule 13D,
shares of Common Stock which the Reporting Person has the right to acquire
within 60 days of the event requiring this filing are included in the number of
shares beneficially owned. As a result, the number of shares of Common Stock
disclosed includes 2,002,084 shares of Common Stock issuable upon exercise of
warrants.
(6) Calculated based upon
28,947,095 shares of Common Stock of the Issuer outstanding.
| |
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
|
Y
73760103 |
|
Page |
|
5 |
|
of |
|
16 |
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Comet Shipholding Inc. |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
| |
(a) þ |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
WC |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Marshall Islands
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
3,123,249(7) |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
21,458,329 |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
7,518,911(7) |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
0 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
| |
|
| |
24,581,578(7) |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
| |
|
| |
79.43%(8) |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
CO |
(7) For purposes of Schedule 13D,
shares of Common Stock which the Reporting Person has the right to acquire
within 60 days of the event requiring this filing are included in the number of
shares beneficially owned. As a result, the number of shares of Common Stock
disclosed includes 2,002,083 shares of Common Stock upon exercise of warrants.
Excludes 79,050 shares of Common Stock issuable upon exercise of warrants owned
by an affiliate of the Reporting Person.
(8) Calculated based upon
28,947,095 shares of Common Stock of the Issuer outstanding.
| |
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
|
Y
73760103 |
|
Page |
|
6 |
|
of |
|
16 |
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Benbay Limited |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
| |
(a) þ |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
WC |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Republic of Cyprus
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
9,416,372(9) |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
9,416,372(9) |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
| |
|
| |
9,416,372(9) |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
| |
|
| |
29.64%(10) |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
CO |
(9) For purposes of Schedule 13D,
shares of Common Stock which the Reporting Person has the right to acquire
within 60 days of the event requiring this filing are included in the number of
shares beneficially owned. As a result, the number of shares of Common Stock
disclosed includes 2,826,584 shares of Common Stock issuable upon exercise of
warrants.
(10) Calculated based upon
28,947,095 shares of Common Stock of the Issuer outstanding.
| |
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
|
Y
73760103 |
|
Page |
|
7 |
|
of |
|
16 |
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
United Capital Trust, Inc. |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
| |
(a) þ |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
WC |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Liberia
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
0 |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
9,416,372(11) |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
0 |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
9,416,372(11) |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
| |
|
| |
9,416,372(11) |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
| |
|
| |
29.64%(12) |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
CO |
(11) For purposes of Schedule 13D,
shares of Common Stock which the Reporting Person has the right to acquire
within 60 days of the event requiring this filing are included in the number of
shares beneficially owned. As a result, the number of shares of Common Stock
disclosed includes 2,826,584 shares of Common Stock issuable upon exercise of
warrants.
(12) Calculated based upon
28,947,095 shares of Common Stock of the Issuer outstanding.
| |
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
|
Y
73760103 |
|
Page |
|
8 |
|
of |
|
16 |
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Georgios Koutsolioutsos |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
| |
(a) þ |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
PF |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Greece
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
6,765,700(13) |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
21,458,329 |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
9,568,380(13) |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
0 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
| |
|
| |
28,224,029(13) |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
| |
|
| |
79.12%(14) |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
(13) For purposes of Schedule 13D,
shares of Common Stock which the Reporting Person has the right to acquire
within 60 days of the event requiring this filing are included in the number of
shares beneficially owned. As a result, the number of shares of Common Stock
disclosed includes 6,727,000 shares of Common Stock issuable upon exercise of
warrants.
(14) Calculated based upon
28,947,095 shares of Common Stock of the Issuer outstanding.
| |
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
|
Y
73760103 |
|
Page |
|
9 |
|
of |
|
16 |
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Alexios Komninos |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
| |
(a) þ |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
PF |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Greece
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
880,917(15) |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
21,458,329 |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
1,183,417(15) |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
0 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
| |
|
| |
22,339,246(15) |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
| |
|
| |
74.89%(16) |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
(15) For purposes of Schedule 13D,
shares of Common Stock which the Reporting Person has the right to acquire
within 60 days of the event requiring this filing are included in the number of
shares beneficially owned. As a result, the number of shares of Common Stock
disclosed includes 880,917 shares of Common Stock issuable upon exercise of
warrants.
(16) Calculated based upon
28,947,095 shares of Common Stock of the Issuer outstanding.
| |
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
|
Y
73760103 |
|
Page |
|
10 |
|
of |
|
16 |
| |
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
Ionnis Tsigkounakis |
| |
|
|
| |
|
|
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
| |
(a) þ |
| |
(b) o |
| |
|
|
| 3 |
|
SEC USE ONLY |
| |
|
| |
|
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
| |
PF |
| |
|
|
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
| |
o |
| |
|
|
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Greece
|
| |
|
|
|
| |
7 |
|
SOLE VOTING POWER |
| |
|
|
| NUMBER OF |
|
403,316(17) |
| |
|
|
|
| SHARES |
8 |
|
SHARED VOTING POWER |
| BENEFICIALLY |
|
|
| OWNED BY |
|
21,458,329 |
| |
|
|
|
| EACH |
9 |
|
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
|
560,816(17) |
| |
|
|
|
| WITH |
10 |
|
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
0 |
| |
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
| |
|
| |
21,861,645(17) |
| |
|
|
| 12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
o
|
| |
|
|
| 13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) |
| |
|
| |
74.49%(18) |
| |
|
|
| 14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
| |
IN |
(17) For purposes of Schedule 13D,
shares of Common Stock which the Reporting Person has the right to acquire
within 60 days of the event requiring this filing are included in the number of
shares beneficially owned. As a result, the number of shares of Common Stock
disclosed includes 400,416 shares of Common Stock issuable upon exercise of
warrants.
(18) Calculated based upon
28,947,095 shares of Common Stock of the Issuer outstanding.
| |
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
|
Y
73760103 |
|
Page |
|
11 |
|
of |
|
16 |
|
|
|
| ITEM 1. |
|
Security and Issuer. |
This statement relates to the common stock, par value $0.0001 per share (“Common Stock”)
issued by Seanergy Maritime Corp., a Marshall Islands corporation (the “Issuer”), whose principal
executive offices are located at c/o Vgenopoulos and Partners Law Firm, 15 Filikis Eterias Square,
Athens, 106 73, Greece.
|
|
|
| ITEM 2. |
|
Identity and Background. |
(a) — (c), (f) This statement is being filed by each of the persons identified below
(collectively the “Reporting Persons”):
| |
|
|
|
|
|
|
| |
|
|
|
Jurisdiction of |
|
|
| |
|
|
|
Incorporation or |
|
|
| |
|
|
|
Place of |
|
|
| Name |
|
Address |
|
Citizenship |
|
Occupation |
United Capital
Investments Corp.
|
|
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Dale Ploughman
|
|
Liberia
|
|
Investments |
Atrion Shipholding S.A.
|
|
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Dale Ploughman
|
|
Marshall Islands
|
|
Investments |
Comet Shipholding Inc.
|
|
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Dale Ploughman
|
|
Marshall Islands
|
|
Investments |
Plaza Shipholding Corp.
|
|
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Dale Ploughman
|
|
Marshall Islands
|
|
Investments |
Benbay Limited
|
|
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
|
|
Republic of Cyprus
|
|
Investments |
United Capital Trust, Inc.
|
|
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
|
|
Liberia
|
|
Investments |
Bella Restis (1)
|
|
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
|
|
Greece
|
|
Business and Philanthropy |
Claudia Restis (1)
|
|
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
|
|
Greece
|
|
Business and Philanthropy |
Katia Restis (1)
|
|
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
|
|
Greece
|
|
Business and Philanthropy |
Victor Restis (1)(2)
|
|
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
|
|
Greece
|
|
Business and Philanthropy |
Georgios Koutsolioutsos
|
|
c/o Vgenopoulos and
Partners Law Firm
15 Filikis Eterias Square
Athens, 106 73, Greece
|
|
Greece
|
|
Vice President, Folli
Follie, S.A. and
Chairman of the Board of
Issuer |
Alexios Komninos
|
|
c/o Vgenopoulos and
Partners Law Firm
15 Filikis Eterias Square
Athens, 106 73, Greece
|
|
Greece
|
|
Chief Operating Officer,
N. Komninos Securities,
S.A. and Chief Financial
Officer of Issuer |
Ioannis Tsigkounakis
|
|
c/o Vgenopoulos and
Partners Law Firm
15 Filikis Eterias Square
Athens, 106 73, Greece
|
|
Greece
|
|
Attorney with
Vgenopoulos and Partners
Law Firm and Secretary
of Issuer |
|
|
|
| (1) |
|
The listed person is a shareholder of each of the corporate Reporting Persons.
|
| |
| (2) |
|
The listed person is the sole shareholder of Benbay Limited, and Philippas Philippou is the
sole director of Benbay Limited. |
| |
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
|
Y
73760103 |
|
Page |
|
12 |
|
of |
|
16 |
(d) — (e) None of the Reporting Persons has during the last five years, (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
|
|
|
| ITEM 3. |
|
Source and Amount of Funds or Other Consideration. |
The Reporting Persons are reporting the beneficial ownership of an additional 6,656,268 shares
of Common Stock. The source of the funds for the acquisition of 70,400 shares of Common Stock was
working capital of each of United Capital Investments Corp., Atrion Shipholding S.A., Plaza
Shipholding Corp., Comet Shipholding Inc. and Ioannis Tsigkounakis. The remaining 6,585,868 shares
of Common Stock reported herein were issued to the Investors (as hereinafter defined) upon
conversion of all the principal, accrued but unpaid interest and fees due on that certain
promissory note dated August 28, 2008 in the principal amount of $28,250,000, as amended.
|
|
|
| ITEM 4. |
|
Purpose of Transaction. |
The purpose of the transactions reported in this Amendment No. 12 is to purchase shares for
investment purposes.
Except as previously disclosed in the original Schedule 13D filed by the Reporting Persons on
May 30, 2008 and as set forth below, no Reporting Plan has any present plans or proposals which
relate to or would result in the occurrence of any of the events described in Item 4 (a) through
(j) of Schedule 13D.
|
|
|
| ITEM 5. |
|
Interest in Securities of the Issuer. |
(a) - (b) As of the date hereof, the Reporting Persons’ beneficial ownership is as set forth
below:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Percentage of Shares |
|
Voting |
|
Dispositive |
| Name |
|
Beneficially Owned |
|
Sole |
|
Shared |
|
Sole |
|
Shared |
United Capital Investments Corp. |
|
|
81.41 |
% |
|
|
0 |
|
|
|
25,866,038 |
|
|
|
0 |
|
|
|
9,416,372 |
|
Atrion Shipholding S.A. |
|
|
79.42 |
% |
|
|
3,122,958 |
|
|
|
21,458,329 |
|
|
|
7,518,620 |
|
|
|
0 |
|
Plaza Shipholding Corp. |
|
|
79.86 |
% |
|
|
3,186,552 |
|
|
|
21,528,329 |
|
|
|
7,582,000 |
|
|
|
70,000 |
|
Comet Shipholding Inc. |
|
|
79.43 |
% |
|
|
3,123,249 |
|
|
|
21,458,329 |
|
|
|
7,518,911 |
|
|
|
0 |
|
Benbay Limited |
|
|
29.64 |
% |
|
|
0 |
|
|
|
9,416,372 |
|
|
|
0 |
|
|
|
9,416,372 |
|
United Capital Trust, Inc. |
|
|
29.64 |
% |
|
|
0 |
|
|
|
9,416,372 |
|
|
|
0 |
|
|
|
9,416,372 |
|
Georgios Koutsolioutsos |
|
|
79.12 |
% |
|
|
6,765,700 |
|
|
|
21,458,329 |
|
|
|
9,568,380 |
|
|
|
0 |
|
Alexios Komninos |
|
|
74.89 |
% |
|
|
880,917 |
|
|
|
21,458,329 |
|
|
|
1,183,417 |
|
|
|
0 |
|
Ioannis Tsigkounakis |
|
|
74.49 |
% |
|
|
403,316 |
|
|
|
21,458,329 |
|
|
|
560,816 |
|
|
|
0 |
|
(c) On May 20, 2008, United Capital Investments Corp., Atrion Shipholding S.A., Comet
Shipholding Inc. and Plaza Shipholding Corp. (collectively, the “Investors”), on the one hand, and
Messrs. Panagiotis and Simon Zafet, on the other hand, entered into a stock purchase agreement (the
“SPA”), pursuant to which Messrs. Panagiotis and Simon Zafet agreed to sell to the Investors
2,750,000 shares (the “Purchased Shares”) of the Issuer’s Common Stock and
| |
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
|
Y
73760103 |
|
Page |
|
13 |
|
of |
|
16 |
8,008,334 warrants to purchase shares of the Issuer’s Common Stock (the “Warrants” and
collectively with the Purchased Shares, the “Securities”) for an aggregate purchase price of
$25,000,000.00. The Securities are subject to restrictions on transfer, and as a result, each of
Messrs. Panagiotis and Simon Zafet transferred his beneficial interests in the Securities to the
Investors, subject to a delayed recording of the transfer and delivery of the Securities, as
required by the agreements pursuant to which the Securities are restricted.
In addition, on each of June 5, 2008 and June 10, 2008, United Capital Investments Corp.
purchased in open market transactions 413,000 shares and 200,000 shares of Common Stock,
respectively, at $9.97 and $9.98 per share, respectively (the “June 5th and
10th Open Market Shares”).
On July 15, 2008, United Capital Investments Corp. purchased a total of 2,896,171 shares of
Common Stock from three shareholders. Specifically, United Capital Investments Corp. purchased
996,171 shares at $9.80 per share, which represented the market price at the time of the
transaction, and 1,900,000 shares at $9.92 per share, which trades occurred after the close of the
market on July 15, 2008 (the “July 15th Block Purchases”).
On July 23, 2008 and July 24, 2008, United Capital Investments Corp. purchased a total of
3,785,590 shares of Common Stock from two shareholders. Specifically, United Capital Investments
Corp. purchased 2,053,859 shares at $9.95 per share, which represented a premium over the market
price at the time of the transaction, and 1,731,731 shares at $10.00 per share, which represented a
premium over the market price at the time of the transaction. Both transactions occurred after the
close of the market on July 23, 2008 and July 24, 2008 (the “July 23rd and 24th
Block Purchases”), respectively.
On July 23, 2008, Argonaut SPC purchased in an open market transaction 70,000 shares of Common
Stock at $9.8711 per share (the “Argonaut Open Market Shares”). The principal shareholders of
United Capital Investments Corp. and Plaza Shipholding Corp. are also principal shareholders of
Oxygen Capital AEPEY, the investment manager of Argonaut SPC. Oxygen Capital AEPEY has voting and
dispositive power over the shares of Common Stock owned by Argoanut SPC. As a result each of
United Capital Investments Corp. and Plaza Shipholding Corp. may be deemed to beneficially own the
shares of Common Stock owned by Argonaut SPC.
On July 23, 2008, Mr. Georgios Koutsolioutsos purchased in open market transactions 92,680
shares of Common Stock at $9.85 per share (the “Koutsolioutsos July Open Market Shares”).
On July 30, 2008, United Capital Investments Corp. transferred 75% of the shares of Common
Stock it purchased in the July 15th Block Purchases and the July 23rd and
July 24th Block Purchases to each of the other Investors, which are also Reporting
Persons.
On August 11, 2008, United Capital Investments Corp. purchased a total of 1,565,020 shares of
Common Stock from one shareholder at $10.00 per share, which trade occurred after the close of the
market on August 11, 2008 (the “August 11th Block Purchase” and collectively with the
July 15th Block Purchase and the July 23rd and 24th Block
Purchases, the “Block Purchases”). The purchase price represented a premium over the market price
at the time of the transaction.
On August 19, 2008, Mr. Ioannis Tsigkounakis purchased in open market transactions a total of
20,000 share of Common Stock at $10.00 per share (the “Tsigkounakis Open Market Shares” and
collectively with the June 5th and 10th Open Market Shares, the Argonaut Open
Market Shares, the Koutsolioutsos Open Market Shares, the “Open Market Shares”).
On August 25, 2008, Mr. Georgios Koutsolioutsos purchased in open market transactions 400,000
shares of Common Stock at $10.00 per share (the “Koutsolioutsos August 25th Open Market
Shares”).
On August 29, 2008, Mr. Georgios Koutsolioutsos purchased in open market transactions 38,700
shares of Common Stock at $10.00 per share (the “Koutsolioutsos August 29th Open Market
Shares” and collectively with the
Koutsolioutsos August 25th Open Market Shares and Koutsolioutsos July Open Market
Shares, the “Koutsolioutsos Open Market Shares”).
| |
|
|
|
|
|
|
|
|
|
|
CUSIP
No. |
|
Y
73760103 |
|
Page |
|
14 |
|
of |
|
16 |
On September 3, 2008, United Capital Investments Corp. transferred 75% of the shares of Common
Stock it purchased in the August 11th Block Purchase to each of the other Investors, which are also
Reporting Persons.
On October 13, 2008, Benbay Limited purchased in an open market transaction 386,000 shares of
Common Stock at $6.99 per share. On October 17, 2008, Benbay Limited purchased in an open market
transaction 4,250 shares of Common Stock at $4.78 per share. The principal shareholder of United
Capital Investments Corp. is also the principal shareholder of Benbay Limited. As a result each of
United Capital Investments Corp. and Benbay Limited may be deemed to beneficially own the shares of
Common Stock owned by the other.
On November 5, 2008, United Capital Trust, Inc. purchased in an open market transaction
500,000 shares of Common Stock at $5.10 per share. The principal shareholder of United Capital
Investments Corp.and Benbay Limited is also the principal shareholder of United Capital Trust, Inc.
As a result each of United Capital Investments Corp., Benbay Limited and United Capital Trust, Inc.
may be deemed to beneficially own the shares of Common Stock owned by the others.
On November 5, 2008, Comet Shipholding, Inc. purchased in an open market transaction 500,000
shares of Common Stock at $5.09 per share.
On November 6, 2008, Atrion Shipholding S.A. purchased in an open market transaction 500,000
shares of Common Stock at $5.23 per share.
On November 6, 2008, Plaza Shipholding Corp. purchased in an open market transaction 563,593
shares of Common Stock at $5.23 per share.
On December 3, 2008, each of United Capital Trust, Inc. and Comet Shipholding Corp. purchased
in open market transactions 500,000 and 500,291 shares of Common Stock, respectively, at $5.09 per
share.
On December 3, 2008, each of Atrion Shipholding Corp. and Plaza Shipholding Corp. purchased in
open market transactions 500,000 and 500,000 shares of Common Stock, respectively, at $5.15 per
share.
On May 14, 2009, each of United Capital Investments Corp., Atrion Shipholding S.A., Plaza
Shipholding Corp. and Comet Shipholding Inc. purchased in the open market 500,000 shares at a price
of $4.00 per share.
On August 19, 2009, each of the Investors converted the principal amount, accrued but unpaid
interest and fees due on that certain promissory note dated August 28, 2008 in the principal amount
of $28,250,000, as amended, at a conversion price of $4.45598 per share.
On August 21, 2009, each of United Capital Investments Corp., Atrion Shipholding S.A., Plaza
Shipholding Corp. and Comet Shipholding Inc. purchased in the open market 22,500 shares at a price
of $4.05 per share.
On each of August 25, 2009 and August 28, 2009, Mr. Tsigkounakis purchased in the open market
1,900 and 1,000 shares, respectively, at a price of $4.0858 and $4.50 per share, respectively.
|
|
|
| ITEM 6. |
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer. |
Concurrently with entering into the SPA, the Issuer, the Issuer’s former Chief Executive
Officer and Co-Chairman of the Board of Directors, Mr. Panagiotis Zafet, and the Issuer’s former
Chief Operating Officer and director, Mr. Simon Zafet, the Investors and Georgios Koutsolioutsos,
Alexios Komninos and Ioannis Tsigkounakis (Messrs Koutsolioutsos, Komninos and Tsigkounakis are
collectively referred to as the “Insiders”) entered into a voting
agreement (the “Voting Agreement”), a copy of which is incorporated herein by this reference
to the original Schedule 13D filed on May 30, 2008. Because the Securities sold by Messrs.
Panagiotis and Simon Zafet to the Investors could not be transferred of record to the Investors
until the applicable lock-up period associated with the Securities expired, they are parties to the
Voting Agreement.
The Voting Agreement applies with respect to the voting of the Purchased Shares, the shares of
the Issuer’s Common Stock issuable to the Investors pursuant to the terms of the Master Agreement
(as defined in the Voting Agreement) and to the shares of the Issuer’s Common Stock issued to the
Insiders prior to the Issuer’s initial public offering. The Voting Agreement does not apply to
shares of the Issuer’s Common Stock issuable upon exercise of warrants or except as described
below, to shares of the Issuer’s Common Stock purchased in the open market.
On August 21, 2008, the parties to the Voting Agreement executed an amendment pursuant to
which the June 5th and 10th Open Market Shares and the Block Purchase Shares
(collectively, the “Investor Additional Purchased Shares”) became subject to the terms of the
Voting Agreement. On August 26, 2008, the parties to the Voting Agreement executed another
amendment pursuant to which the Tsigkounakis Open Market Shares, Koutsolioutsos July Open Market
Shares and Koutsolioutsos August 25th Open Market Shares (collectively, the “Insider
Additional Purchased Shares”) became subject to the terms of the Voting Agreement. The Voting
Agreement shall terminate with respect to the Investor Additional Purchased Shares and the Insider
Additional Purchased Shares upon the earlier of (i) the sale of any of such shares to one or more
third parties not affiliated with an Investor or such Insider, as the case may be; and (ii) two (2)
years after the date of the Voting Agreement.
Under the terms of the Voting Agreement for a period of up to two years: (i) each of the
Investors and the Insiders has the right to nominate, and each such other party shall vote its
shares in favor of, the election of six directors appointed by the other group, and (ii) the
Investors and the Insiders shall jointly nominate the thirteenth director. Notwithstanding the
foregoing, in the event that either the Investors’ or the Insiders’ ownership of Common Stock
subject to the Voting Agreement falls below certain agreed to thresholds, then the other group
shall have the right to terminate the Voting Agreement prior to the expiration of the two-year
term. In addition, the Voting Agreement provides that upon request of the Investors, the Issuer
shall cause its officers, other than Mr. Ploughman, to resign as officers and the Investors shall
have the right to appoint such officers’ replacements.
On November 20, 2008, the parties to the Voting Agreement entered into an amendment pursuant
to which the Issuer’s Board of Directors agreed to be bound by the terms of the Voting Agreement
with respect to the filling of vacancies on the Issuer’s Shipping Committee.
|
|
|
| ITEM 7. |
|
Materials to be Filed as Exhibits. |
| 1. |
|
Stock Purchase Agreement dated May 20, 2008 (1)
|
| |
| 2. |
|
Voting Agreement dated May 20, 2008 (1) |
| |
| 3. |
|
Joint Filing Agreement dated November 18, 2008 among United Capital Investments Corp., Atrion
Shipholding S.A., Plaza Shipholding Corp., Comet Shipholding Inc., United Capital Trust, Inc.,
Benbay Limited, George Koutsolioutsos, Alexios Komninos, Ioannis Tsigkounakis (2) |
| |
| 4. |
|
Amendment No. 1 to Voting Agreement dated July 25, 2008 (3)
|
| |
| 5. |
|
Amendment No. 2 to Voting Agreement dated August 21, 2008 (4) |
| |
| 6. |
|
Amendment No. 3 to Voting Agreement dated August 27, 2008 (5) |
| |
| 7. |
|
Amendment No. 4 to Voting Agreement dated November 20, 2008 (6) |
|
|
|
| (1) |
|
Previously filed as an exhibit to the Schedule 13D filed on May 30, 2008. |
| |
| (2) |
|
Previously filed as an Exhibit to Amendment No. 9 to Schedule 13D filed on November 18, 2008. |
| |
| (3) |
|
Previously filed as an Exhibit to Amendment No. 3 to Schedule 13D filed on July 30, 2008. |
| |
| (4) |
|
Previously filed as an Exhibit to Amendment No. 5 to Schedule 13D filed on August 25, 2008. |
| |
| (5) |
|
Previously filed as an Exhibit to Amendment No. 6 to Schedule 13D filed on August 27, 2008. |
| |
| (6) |
|
Previously filed as an Exhibit to Amendment No. 10 to Schedule 13D filed on December 15,
2008. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and correct.
Dated: November 6, 2009
| |
|
|
|
|
UNITED CAPITAL INVESTMENTS CORP.
|
|
| By: |
/s/ Evan Breibart
|
|
| |
Name: |
Evan Breibart |
|
| |
Title: |
Authorized Representative |
|
| |
| |
|
|
|
|
ATRION SHIPHOLDING S.A.
|
|
| By: |
/s/ Evan Breibart
|
|
| |
Name: |
Evan Breibart |
|
| |
Title: |
Authorized Representative |
|
| |
| |
|
|
|
|
PLAZA SHIPHOLDING CORP.
|
|
| By: |
/s/ Evan Breibart
|
|
| |
Name: |
Evan Breibart |
|
| |
Title: |
Authorized Representative |
|
| |
| |
|
|
|
|
COMET SHIPHOLDING INC.
|
|
| By: |
/s/ Evan Breibart
|
|
| |
Name: |
Evan Breibart |
|
| |
Title: |
Authorized Representative |
|
| |
| |
|
|
|
|
BENBAY LIMITED
|
|
| By: |
/s/ Stelios Katevatis
|
|
| |
Name: |
Stelios Katevatis |
|
| |
Title: |
Authorized Representative |
|
| |
| |
|
|
|
|
UNITED CAPITAL TRUST, INC.
|
|
| By: |
/s/ Konstantinos Koutsoubelis
|
|
| |
Name: |
Konstantinos Koutsoubelis |
|
| |
Title: |
Authorized Representative |
|
| |
| |
|
|
|
|
| |
|
| /s/ George Koutsolioutsos
|
|
| George Koutsolioutsos |
|
| |
|
| |
| |
|
|
|
|
| |
|
| /s/ Alexios Komninos
|
|
| Alexios Komninos |
|
| |
|
| |
| |
|
|
|
|
| |
|
| /s/ Ioannis Tsigkounakis
|
|
| Ioannis Tsigkounakis |
|
| |
|
| |