UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITIES EXCHANGE ACT OF 1934
For the
month of March 2010
Commission
File Number: 001-33283
EUROSEAS
LTD.
(Translation
of registrant's name into English)
Aethrion
Center
4
Messogiou Street & Evropis St.
151 25
Maroussi, 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): [ ].
Note: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely
to provide an attached annual report to security holders.
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): [ ].
Note: Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the registrant's
"home country"), or under the rules of the home country exchange on which the
registrant's securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been distributed to the
registrant's security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on
EDGAR.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Attached
to this Report on Form 6-K as Exhibit 1 is a copy of the press release issued by
Euroseas Ltd. (the "Company") on March 25, 2010: Euroseas Ltd.
Announces Entrance into Joint Venture.
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.
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EUROSEAS
LTD.
(registrant)
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Dated:
March 25, 2010
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By:
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/s/
Aristides J. Pittas
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Aristides
J. Pittas
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President
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SK 02558
0007 1084061
Exhibit 1
Euroseas
Ltd. Announces Entrance into Joint Venture
Maroussi, Athens, Greece – March 25,
2010 – Euroseas Ltd. (NASDAQ: ESEA), an owner and operator of container
carrier and drybulk vessels, announced today that the Company has executed
definitive documentation and entered into a joint venture (the "Joint Venture")
with companies managed by Eton Park Capital Management, L.P. ("Eton Park") and
an affiliate of Rhône Capital III L.P. ("Rhône"), two recognized private
investment firms, to form Euromar LLC, a Marshall Islands limited liability
company ("Euromar"). Eton Park's investments are made through Paros
Ltd., a Cayman Islands exempted company, and Rhône's investments through the
Cayman Islands limited companies All Seas Investors I Ltd., All Seas Investors
II Ltd., and the Cayman Islands exempted limited partnership All Seas Investors
III LP. Euromar will acquire, maintain, manage, operate and dispose
of shipping vessels.
Pursuant
to the terms of the Joint Venture, Euroseas will invest up to $25 million, while
Eton Park and Rhône will each invest up to $75 million for a total of $175
million, with each holding a proportionate ownership interest in
Euromar. Euroseas will also receive options in Euromar which are
triggered if certain performance milestones are achieved. Euromar
will be managed by a board of six directors, composed of two directors appointed
by each of Euroseas, Eton Park and Rhône. Management of the vessels
and various administrative services pertaining to the vessels will be performed
by Euroseas and its affiliates, Eurobulk Ltd. and Eurochart S.A.
The Joint
Venture includes the option by Eton Park and Rhône, exercisable in certain
instances and at any time after the two year anniversary of the Joint Venture,
to convert all or part of their equity interests in Euromar into common shares
of Euroseas at a price to be based on the comparable values of Euromar and
Euroseas at the time of exercise, with such conversion happening at not less
than the net asset value of each entity. Depending upon the share
percentage of Euroseas owned by Eton Park and Rhône following any such
conversion, the number of directors on Euroseas' Board of Directors may be
increased from 7 up to a maximum of 11 directors for so long as the respective
ownership thresholds are met. As part of the Joint Venture, Euroseas'
largest shareholder, Friends Investment Company, Inc. ("Friends"), has entered
into a shareholder voting agreement with Eton Park and Rhône whereby Friends has
agreed to vote its shares in favor of any directors nominated by Eton Park and
Rhône to fill such additional board seats. Under the same shareholder
voting agreement, the parties have agreed that Eton Park and Rhône may vote a
certain percentage of their shares in their sole discretion (based upon their
percentage interest on the Euroseas Board of Directors and the number of shares
outstanding), with the remainder of their shares being voted in accordance with
the vote of all other Euroseas shareholders. The Joint Venture also
permits Euroseas to redeem for fair market value its interest in the Joint
Venture in certain instances and at any time following the three year
anniversary of the Joint Venture. In addition, Euroseas and its
affiliates have granted Euromar certain rights of first refusal in respect of
vessel acquisitions, and made certain arrangements with respect to vessel
dispositions and chartering opportunities presented to Euroseas and its
affiliates.
1
Aristides
Pittas, Chairman and CEO of Euroseas commented: "We are excited to announce the
official commencement of our joint venture agreement with Eton Park and Rhône
and look forward to jointly pursuing investment opportunities in
shipping. We believe that this arrangement is beneficial to our
shareholders as it will give us access to a greater number and larger size of
opportunities, allow our investments to be spread over a more diversified
portfolio of vessels, and enable us to achieve overhead and operating costs
savings. In addition, we will have the opportunity to earn
incremental returns if our joint investments perform well. We are
very proud to work with such well-reputed and successful partners and believe
their decision to work with us is a vote of confidence for the management and
strategy of our Company."
The
Company was advised by the law firm of Seward & Kissel LLP. Rhône
was advised by the law firms of Reed Smith LLP and Norton Rose
LLP. Eton Park was advised by the law firms of Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Norton Rose LLP.
Forward
Looking Statement
This
document contains forward-looking statements (as defined in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended) concerning future events and the Company's growth
strategy and measures to implement such strategy; including our expected joint
venture. Words such as "expects," "intends," "plans," "believes,"
"anticipates," "hopes," "estimates," and variations of such words and similar
expressions are intended to identify forward-looking
statements. Although the Company believes 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 that are inherently subject to significant
uncertainties and contingencies, many of which are beyond the control of the
Company. Actual results may differ materially from those expressed or
implied by such forward-looking statements. Factors that could cause
actual results to differ materially include, but are not limited to changes in
the demand for drybulk vessels and containerships, competitive factors in the
market in which the Company operates; risks associated with operations outside
the United States; and other factors listed from time to time in the Company's
filings with the Securities and Exchange Commission. The Company
expressly disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with respect thereto or any
change in events, conditions or circumstances on which any statement is
based.
Visit our website www.euroseas.gr
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Company
Contact
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Investor
Relations / Financial Media
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Tasos
Aslidis
Chief
Financial Officer
Euroseas
Ltd.
11
Canterbury Lane,
Watchung,
NJ 07069
Tel.
(908) 301-9091
E-mail:
aha@euroseas.gr
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Nicolas
Bornozis
President
Capital
Link, Inc.
230
Park Avenue, Suite 1536
New
York, NY 10169
Tel.
(212) 661-7566
E-mail:
nbornozis@capitallink.com
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