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
For the
month of June 2009
Commission
File Number: 001-33283
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EUROSEAS
LTD.
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(Translation
of registrant's name into English)
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Aethrion
Center
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40
Ag. Konstantinou Street
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151
24 Maroussi, Greece
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(Address
of principal executive office)
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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
as Exhibit 1 is the Notice of Annual Meeting of Shareholders and Proxy Statement
of Euroseas Ltd. (the "Company") for the Annual Meeting of Shareholders to be
held on June 26, 2009. Attached
as Exhibit 2 is the Proxy Card for the Annual Meeting of Shareholders of the
Company. Attached as Exhibit 3 is the Summary of Rights with respect
to the Shareholders Rights Agreement of the Company as adopted by the Board of
Directors of the Company on May 18, 2009, as previously authorized by the
shareholders of the Company.
Exhibit
1
June 4,
2009
TO THE
SHAREHOLDERS OF EUROSEAS LTD.
Enclosed
is a Notice of the Annual Meeting of Shareholders of Euroseas Ltd. (the
"Company") which will be held at the offices of Seward & Kissel LLP, One
Battery Park Plaza, 23rd Floor,
New York, New York 10004 on June 26, 2009 at 10:30 AM.
At this
Annual Meeting (the "Meeting"), shareholders of the Company will consider and
vote upon proposals:
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1.
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To
elect two Class B Directors to serve for a term of three years until the
2012 Annual Meeting of Shareholders ("Proposal
One");
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2.
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To
approve the reappointment of Deloitte Hadjipavlou Sofianos & Cambanis
S.A. as the Company's independent auditors for the fiscal year ending
December 31, 2009 ("Proposal Two");
and
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3.
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To
transact other such business as may properly come before the meeting or
any adjournment thereof.
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Adoption
of Proposal One requires the affirmative vote of a plurality of the shares of
common stock represented at the Meeting. Adoption of Proposal Two
requires the affirmative vote of a majority of the shares of common stock
represented at the Meeting.
You are
cordially invited to attend the Meeting in person. If you attend the
Meeting, you may revoke your proxy and vote your shares in person.
IT
IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED
STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR
COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE
APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE
VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY
STATEMENT.
Very
truly yours,
Aristides
J. Pittas
Chief
Executive Officer
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Aethrion
Center, 40 Ag. Konstantinou
Street, 151 24 Maroussi,
Greece
Tel: (011)
(30) (210) 610-5110, Fax: (011) (30) (210) 610-5111
e-mail: aha@euroseas.com
website: http:///www.euroseas.gr
EUROSEAS
LTD.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON JUNE 26, 2009
NOTICE IS
HEREBY given that the Annual Meeting of the shareholders of Euroseas Ltd. (the
"Company") will be held on June 26, 2009, at 10:30 AM, at the offices of Seward
& Kissel LLP, One Battery Park Plaza, 23rd Floor,
New York, New York 10004, for the following purposes, of which items 1 and 2 are
more completely set forth in the accompanying Proxy Statement:
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1.
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To
elect two Class B Directors to serve for a term of three years until the
2012 Annual Meeting of Shareholders ("Proposal
One");
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2.
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To
approve the reappointment of Deloitte Hadjipavlou Sofianos & Cambanis
S.A. as the Company's independent auditors for the fiscal year ending
December 31, 2009 ("Proposal Two");
and
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3.
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To
transact other such business as may properly come before the meeting or
any adjournment thereof.
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The Board
has fixed the close of business on May 27, 2009 as the record date for the
determination of the shareholders entitled to receive notice and to vote at the
Annual Meeting or any adjournment thereof.
IT
IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED
STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR
COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE
APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE
VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY
STATEMENT.
If you
attend the annual meeting, you may revoke your proxy and vote in
person.
BY ORDER
OF THE BOARD OF DIRECTORS
Stephania
Karmiri
Secretary
June 4,
2009
Maroussi,
Greece
EUROSEAS
LTD.
AETHRION
CENTER
40
AG. KONSTANTINOU STREET
151
24 MAROUSSI, GREECE
______________________
PROXY
STATEMENT
FOR
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON June 26, 2009
________________________
INFORMATION
CONCERNING SOLICITATION AND VOTING
GENERAL
The
enclosed proxy is solicited on behalf of the Board of Directors (the "Board") of
Euroseas Ltd., a Marshall Islands corporation (the "Company"), for use at the
Annual Meeting of Shareholders to be held at the offices of Seward & Kissel
LLP, One Battery Park Plaza, 23rd Floor,
New York, New York 10004, on June 26, 2009, at 10:30 AM, or at any adjournment
or postponement thereof (the "Meeting"), for the purposes set forth herein and
in the accompanying Notice of Annual Meeting of Shareholders. This
Proxy Statement and the accompanying form of proxy are expected to be mailed to
shareholders of the Company entitled to vote at the Meeting on or about June 4,
2009.
VOTING
RIGHTS AND OUTSTANDING SHARES
On May
27, 2009 (the "Record Date"), the Company had outstanding 30,575,611 shares of
common stock, par value $0.03 per share (the "Common Shares"). Each
shareholder of record at the close of business on the Record Date is entitled to
one vote for each Common Share then held. One or more shareholders
representing at least a majority of the total voting rights of the Company
present in person or by proxy at the Meeting shall be a quorum for the purposes
of the Meeting. The Common Shares represented by any proxy in the
enclosed form will be voted in accordance with the instructions given on the
proxy if the proxy is properly executed and is received by the Company prior to
the close of voting at the Meeting or any adjournment or postponement
thereof. Any proxies returned without instructions will be voted FOR
the proposals set forth on the Notice of Annual Meeting of
Shareholders.
The
Common Shares are listed on the NASDAQ Global Select Market under the symbol
"ESEA."
REVOCABILITY
OF PROXIES
A
shareholder giving a proxy may revoke it at any time before it is exercised
unless such proxy is irrevocable. A proxy may be revoked by filing
with the Secretary of the Company at the Company's executive office, Euroseas
Ltd., Aethrion Center, 40 AG Konstantinou Street, 151 24 Maroussi, Greece, a
written notice of revocation by a duly executed proxy bearing a later date, or
by attending the Meeting and voting in person.
PROPOSAL
ONE
Election
Of Directors
The
Company currently has seven directors divided into three classes. As
provided in the Company's Bylaws, each director is elected to serve for a three
year term and until such director's successor is elected and has
qualified. The term of our two Class B Directors expires in 2009, the
term of our two Class C Directors expires in 2010 and the term of our three
Class A Directors expires in 2011. The Board has nominated Panagiotis
Kyriakopoulos and George Skarvelis, each Class B Directors, for re-election as
Class B Directors whose term would expire at the 2012 Annual
Meeting.
Unless
the proxy is marked to indicate that such authorization is expressly withheld,
the persons named in the enclosed proxy intend to vote the shares authorized
thereby "FOR" the election of the following two nominees. It is
expected that each of these nominees will be able to serve, but if before the
election it develops that any of the nominees is unavailable, the persons named
in the accompanying proxy will vote for the election of such substitute nominee
or nominees as the current Board may recommend.
Nominees
for Election to the Company's Board of Directors
Information
concerning the nominees for Director of the Company is set forth
below:
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Name
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Age
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Position
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Panagiotis
Kyriakopoulos
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48
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Director,
Class B
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George
Skarvelis
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48
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Director,
Class B
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Panagiotis Kyriakopoulos has
been a member of our Board of Directors since our inception on May 5, 2005.
Since July 2002, he has been the Chief Executive Officer of New Television S.A.,
one of the leading Mass Media Companies in Greece, running television and radio
stations. From July 1997 to July 2002 he was the C.E.O. of the Hellenic Post
Group, the Universal Postal Service Provider, having the largest retail network
in Greece for postal and financial services products. From March 1996 until July
1997, Mr. Kyriakopoulos was the General Manager of ATEMKE SA, one of the leading
construction companies in Greece listed on the Athens Stock Exchange. From
December 1986 to March 1996, he was the Managing Director of Globe Group of
Companies, a group active in the areas of shipowning and management, textiles
and food and distribution. The company was listed on the Athens Stock Exchange.
From June 1983 to December 1986, Mr. Kyriakopoulos was an assistant to the
Managing Director of Armada Marine S.A., a company active in international
trading and shipping, owning and managing a fleet of 12 vessels. Presently he is
a member of the Board of Directors of the Hellenic Post and General Secretary of
the Hellenic Private Television Owners Union. He has also been an investor in
the shipping industry for more than 20 years. Mr. Kyriakopoulos has a B.Sc.
degree in Marine Engineering from the University of Newcastle upon Tyne and a
MSc. degree in Naval Architecture and Marine Engineering with specialization in
Management from the Massachusetts Institute of Technology.
George Skarvelis has been a
member of our Board of Directors since our inception on May 5, 2005. He has been
active in shipping since 1982. In 1992, he founded Marine Spirit S.A., a ship
management company. Between 1999 and 2003, Marine Spirit acted as one of the
crewing managers for Eurobulk. From 1986 until 1992, Mr. Skarvelis was
operations director at Markos S. Shipping Ltd. From 1982 until 1986, he worked
with Glysca Compania Naviera, a management company of five vessels. Over the
years Mr. Skarvelis has been a shareholder in numerous shipping companies. He
has a B.Sc. in economics from the Athens University Law School.
Required
Vote. Approval of Proposal One will require the affirmative
vote of the plurality of the votes cast by shareholders entitled to vote and
voting at the Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED
DIRECTORS. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY
MANAGEMENT WILL BE VOTED IN FAVOR OF THE PROPOSED DIRECTORS UNLESS A CONTRARY
VOTE IS SPECIFIED.
PROPOSAL
TWO
APPROVAL
OF REAPPOINTMENT OF
INDEPENDENT
AUDITORS
The Board
is submitting for approval at the Meeting the selection of Deloitte Hadjipavlou
Sofianos & Cambanis S.A. as the Company's independent auditors for the
fiscal year ending December 31, 2009.
Deloitte
Hadjipavlou Sofianos & Cambanis S.A. has advised the Company that the firm
does not have any direct or indirect financial interest in the Company, nor has
such firm had any such interest in connection with the Company during the past
three fiscal years other than in its capacity as the Company's independent
auditors.
All
services rendered by the independent auditors are subject to review by the Audit
Committee.
Required
Vote. Approval of Proposal Two will require the affirmative
vote of the majority of the votes cast by shareholders entitled to vote in the
election.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
REAPPOINTMENT OF DELOITTE HADJIPAVLOU SOFIANOS & CAMBANIS S.A. AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2009. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY
MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS
SPECIFIED.
SOLICITATION
The cost
of preparing and soliciting proxies will be borne by the
Company. Solicitation will be made primarily by mail, but
shareholders may be solicited by telephone, e-mail, or personal
contact.
EFFECT OF
ABSTENTIONS
Abstentions
will not be counted in determining whether Proposals One or Two have been
approved.
OTHER
MATTERS
No other
matters are expected to be presented for action at the
Meeting. Should any additional matter come before the Meeting, it is
intended that proxies in the accompanying form will be voted in accordance with
the judgment of the person or persons named in the proxy.
By Order
of the Directors
Stephania
Karmiri
Secretary
June 4,
2009
Maroussi,
Greece
Exhibit
2
Exhibit
3
SUMMARY
OF RIGHTS
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Distribution
and Transfer of Rights; Distribution
Date:
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The
rights will separate from the common stock and become exercisable upon the
earlier of (1) the 10th
day after public announcement that a person or group has acquired ownership of
15% or more of the company's common stock or (2) the 10th business day (or
such later date as determined by the company’s board of directors) after a
person or group announces a tender or exchange offer which would result in
that person or group holding 15% or more of the company's common
stock.
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Preferred
Stock Purchaseable Upon Exercise of Rights:
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On
the Distribution Date, each holder of a right will be entitled to purchase
for Twenty-Six Dollars (the “Exercise Price”) a fraction (1/1000th) of one
share of the company’s preferred stock which has similar economic terms as
one share of common stock.
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Flip-in:
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If
an acquiring person (an “Acquiring Person”) acquires more than 15% of the
company's common stock then each holder of a right (except that acquiring
person) will be entitled to buy at the Exercise Price, a number of shares
of the company's common stock which has a market value of twice the
Exercise Price.
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Flip-over:
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If
after an Acquiring Person acquires more than 15% of the company's common
stock, the company merges into another company (either as the surviving
corporation or as the disappearing entity) or the company sells more than
50% of its assets or earning power, then each holder of a right (except
for those owned by the acquirer) will be entitled to purchase at the
Exercise Price, a number of shares of common stock of the surviving entity
which has a then current market value of twice the Exercise
Price.
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Exchange
Provision:
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Any
time after the date an Acquiring Person obtains more than 15% of the
company's common stock and before that Acquiring Person acquires more than
50% of the company's outstanding common stock, the company may exchange
each right owned by all other rights holders, in whole or in part, for one
share of the company's common stock.
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Redemption
of Rights:
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The
company can redeem the rights at any time prior to the Distribution Date
if a person has acquired ownership of 15% or more of the company's common
stock.
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Expiration
of Rights:
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The
rights expire on the earliest of (1) May 27, 2019 or (2) the exchange or
redemption of the rights as described above.
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Amendment
of Terms of Rights:
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The
terms of the rights and the Shareholders Rights Plan may be amended
without the consent of the rights holders at any time on or prior to the
Distribution Date. After the Distribution Date, the terms of
the rights and the Shareholders rights Plan may be amended to make
changes, which do not adversely affect the rights of the rights holders
(other than the Acquiring Person).
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Voting
Rights:
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The
rights will not have any voting rights.
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Anti-dilution
Provisions:
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The
rights will have the benefit of certain customary anti-dilution
protections.
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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.
EUROSEAS
LTD.
(registrant)
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Dated: June 5,
2009
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By:
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/s/ Aristides J. Pittas
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Aristides
J. Pittas
President
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