d1275839_20f-a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 20-F/A
 
 
o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
OR
 
 
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended December 31, 2011
 
OR
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from _______ to _______
 
 
OR
 
 
o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
Date of event requiring this shell company report: Not applicable
 
 
Commission file number: 001-34848

 
 
SEANERGY MARITIME HOLDINGS CORP.
 
(Exact name of Registrant as specified in its charter)
 
 
 
(Translation of Registrant's name into English)
 
 
 
Republic of the Marshall Islands
(Jurisdiction of incorporation or organization)
 
1-3 Patriarchou Grigoriou Street, 166 74 Glyfada, Athens, Greece
(Address of principal executive offices)
 
Dale Ploughman, Chief Executive Officer and Chairman of the Board of Directors
Seanergy Maritime Holdings Corp.
1-3 Patriarchou Grigoriou Street, 166 74 Glyfada, Athens, Greece
Telephone: (011) +30 213 0181507, Fax: (011) +30 210 9638450
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 
 
 
 
 


Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
 
Title of class
 
Name of exchange on which registered
 
Shares of common stock, par value $0.0001 per share
 
NASDAQ Global Market
 
 
Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2011, there were 7,317,662 shares of the registrant's common stock, $0.0001 par value, outstanding.
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   [  ]  Yes    [X]    No
 
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    [  ] Yes    [X]  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   [X]    Yes    [  ]  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.     o  Yes   o   No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
 
 
Large accelerated filer  [  ]
Accelerated filer  [  ]
Non-accelerated filer  [X]
 
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
 
U.S. GAAP  [X]
International Financial Reporting Standards as issued by the International Accounting Standards Board o
Other  o

 
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
 
o  Item 17    o Item 18
 
 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
o  Yes    [X]  No
 
 
 
 
 
 
EXPLANATORY NOTE

This Amendment No. 1 amends our Annual Report on Form 20-F for the year ended December 31, 2011, as filed with the U.S. Securities and Exchange Commission on March 19, 2012 (the "Annual Report") and is being filed solely to correct a clerical error to the Principal Executive Officer and Principal Financial Officer certifications filed as Exhibits 13.1 and 13.2, respectively.

The certifications previously filed as Exhibits 13.1 and 13.2 to our Annual Report are hereby replaced in their entirety with Exhibits 13.1 and 13.2, respectively, filed herewith.

Other than as expressly set forth above, this amendment does not, and does not purport to amend, restate, or update the information contained in the Annual Report, or reflect any events that have occurred after the Annual Report was filed.  As a result, our Annual Report, as amended hereby, continues to speak as of the initial filing date of our Annual Report.

 
 
 

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing this Amendment No.1 to Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 
SEANERGY MARITIME HOLDINGS CORP.
     
 
 
 
 
 
By:
 /s/ Dale Ploughman
 
 
Name:
 Dale Ploughman
 
 
Title:
 Chief Executive Officer and Chairman
of the Board of Directors
 
 
 
 

Date: March 20, 2012
 
 
 
 

 
ITEM 19.     EXHIBITS

Exhibit

Number
Description

13.1
Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2
Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002