FreeSeas/Ion Varouxakis
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FreeSeas Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
Y26496102
(CUSIP Number)
Ion G. Varouxakis
c/o FreeSeas Inc.
89 Akti Miaouli & 4 Mavrokordatou Str.
GR-185 38 Piraeus, Greece
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
________________, 2008
(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), 13d-1(f) or 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(b) for other parties to whom copies are to be
sent.
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* |
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The remainder of this cover page shall be filled out for a reporting
persons 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).
Persons who respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control number.
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CUSIP No. |
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Y26496102 |
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2 |
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of |
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6 |
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1 |
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NAMES OF REPORTING PERSONS
Ion G. Varouxakis |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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PF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Greece
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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2,394,890(1) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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2,394,890(1) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,394,890(1) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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11.37%(2) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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CUSIP No. |
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Y26496102 |
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of |
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6 |
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1 |
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NAMES OF REPORTING PERSONS
The Midas Touch S.A. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Marshall Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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2,144,890(3) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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-0- |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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2,144,890(3) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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-0- |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,144,890 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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10.31%(4) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
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(1) |
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Reflects 2,078,223 shares owned by The Midas Touch S.A., a Marshall Islands corporation wholly
owned by Mr. Varouxakis (The Midas Touch); 66,667 shares issuable upon the exercise of warrants
issued to The Midas Touch; and 250,000 shares that may be acquired by Mr. Varouxakis pursuant to
immediately exercisable stock options. |
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(2) |
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Calculated on the basis of 21,060,123 shares of Common Stock consisting of the 20,743,456
shares outstanding as of February 29, 2008 plus 250,000 shares issuable upon exercise of options
owned directly by Mr. Varouxakis and 66,667 shares issuable upon exercise of warrants owned by The
Midas Touch. |
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(3) |
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Reflects 2,078,223 shares owned by The Midas Touch and 66,667 shares issuable upon the exercise of
warrants issued to The Midas Touch. |
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(4) |
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Calculated on the basis of 20,810,123 shares of Common Stock
consisting of the 20,743,456 shares outstanding as of February 28,
2008 plus 66,667 shares issuable upon exercise of warrants owned by The Midas Touch. |
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CUSIP No. |
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Y26496102 |
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ITEM 1. |
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SECURITY AND ISSUER |
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Title of Class of Securities |
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Common Stock $.001 par value (the Common Stock) |
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Name and Address of Issuer |
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FreeSeas Inc. (the Issuer) |
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89 Akti Miaouli & 4 Mavrokordatou Str. |
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GR-185 38 Piraeus |
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Greece |
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ITEM 2. |
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IDENTITY AND BACKGROUND |
This statement is being filed by Ion G. Varouxakis and The Midas Touch. The Midas Touch is
a corporation organized under the laws of the Republic of the Marshall Islands that is wholly owned
by Mr. Varouxakis. Accordingly, Mr. Varouxakis may be deemed for purposes of Rule 13d-3 under the
Securities and Exchange Act of 1934, as amended (Rule 13d-3), to be the beneficial owner of the
Shares owned by The Midas Touch.
The principal business of The Midas Touch is investing in securities on behalf of Mr.
Varouxakis.
Mr. Varouxakis is a citizen of Greece. The principal business of Mr. Varouxakis is acting as
the Chief Executive Officer, President and Chairman of the Board of the Issuer. The principal
business address of each of Mr. Varouxakis and The Midas Touch is 89 Akti Miaouli Street & 4
Mavrokordatou Str., GR-185 38 Piraeus, Greece.
During the past five years neither Mr. Varouxakis nor The Midas Touch has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
which 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
violation with respect to such laws.
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ITEM 3. |
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The source of the funds for the acquisition of the Common Stock was the personal funds of Mr.
Varouxakis.
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ITEM 4. |
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PURPOSE OF TRANSACTIONS |
The purpose of the transactions is to increase Mr. Varouxakis beneficial ownership by
acquiring additional shares for investment purposes.
Except as set forth above, Mr. Varouxakis has no present plans or proposals which relate to or
would result in the occurrence of any of the events described in Items 4 (a) through (j) of
Schedule 13D.
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CUSIP No. |
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Y26496102 |
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ITEM 5. |
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INTEREST IN SECURITIES OF THE ISSUER |
(a) and (b) As the sole shareholder of The Midas Touch, Mr. Varouxakis may be deemed to have
sole voting and dispositive power over the Shares owned by The Midas Touch for purposes of Rule
13d-3 and may be deemed to be the beneficial owner of 2,394,890 Shares representing approximately
11.37% of the outstanding shares of Common Stock the Issuer, calculated on the basis of the
21,060,123 shares of Common Stock consisting of 20,743,456 shares outstanding as of February 29, 2008, as reported, plus 250,000
shares issued upon exercise of options owned directly by Mr. Varouxakis and 66,667 shares issuable
upon exercise of warrants owned indirectly by Mr. Varouxakis.
The Midas Touch beneficially owns and exercises sole voting and dispositive power over
2,078,223 shares and holds Class A Warrants to acquire an additional 66,667 shares. Such Class A
Warrants may be exercised at any time prior to July 29, 2011 at an exercise price of US$5.00 per
share.
In addition, Mr. Varouxakis holds options to acquire up to 250,000 shares of Common Stock at
an exercise price of US$5.00 per share. These options were issued pursuant to Mr. Varouxakis
employment agreement with the Issuer. Options to acquire all 250,000 shares have vested pursuant to
such employment agreement and are immediately exercisable.
(c) From December 2007 through January 2008, The Midas Touch purchased in open market
transactions an aggregate of 63,526 shares of Common Stock at prices ranging from $4.938 to $5.948
per share.
Neither Mr. Varouxakis nor The Midas Touch effected any other transactions in any class of
equity securities of the Issuer in the sixty days prior to the filing of this statement.
(d) Inapplicable.
(e) Inapplicable.
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ITEM 6. |
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
None.
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ITEM 7. |
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MATERIAL TO BE FILED AS EXHIBITS |
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Exhibit |
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Exhibit |
No. |
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Description |
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1
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Joint Filing Agreement dated January 15, 2007 between Mr. Ion G. Varouxakis and The Midas Touch. |
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CUSIP No. |
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Y26496102 |
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the
information set forth in this statement is true, complete and correct.
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Dated: March 26, 2008 |
THE MIDAS TOUCH, S.A.
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By: |
/s/ Ion G. Varouxakis
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Name: |
Ion G. Varouxakis |
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Title: |
President |
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/s/ Ion G. Varouxakis
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Ion G. Varouxakis |
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of them of a Statement
on Schedule 13D dated January 15, 2007 (including amendments thereto) with respect to the Common
Stock of FreeSeas, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
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Dated: January 15, 2007 |
THE MIDAS TOUCH S.A.
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By: |
/s/ Ion G. Varouxakis
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Name: |
Ion G. Varouxakis |
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Title: |
President |
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