As filed with the Securities and Exchange Commission on December 19, 2008
Registration Statement No. 333 — 150579
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
OCEANFREIGHT INC.
(Exact name of registrant as specified in its charter)
| Republic of the Marshall Islands | N/A | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| OceanFreight Inc. 80 Kifissias Avenue GR-151 25 Amaroussion Athens, Greece (30) 210 614 0283 (Address and telephone number of Registrant’s principal executive offices) | Seward & Kissel LLP Attention: Gary J. Wolfe, Esq. One Battery Park Plaza New York, New York 10004 (212) 574-1200 (Name, address and telephone number of agent for service) |
Copies to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
Approximate date of commencement of proposed sale to the public:From time to time as determined by market conditions and other factors.
If only securities being registered on the Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.þ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.o
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance withRule 462(d) under the Securities Act of 1933.
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 is being filed for the sole purpose of including the signature of Solon Dracoulis, the Chief Accounting Officer and Treasurer (Principal Accounting Officer) of OceanFreight Inc.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Country of Greece, on December 19, 2008.
| OCEANFREIGHT INC. | ||||
| /s/ ANTONIS KANDYLIDIS | ||||
| By: Antonis Kandylidis | ||||
| Title: Chief Executive Officer/interim Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Antonis Kandylidis, Michael Gregos, Gary J. Wolfe and Robert E. Lustrin his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Amendment to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons on December 19, 2008 in the capacities indicated.
| Signature | Title | Date | ||
/s/Antonis Kandylidis | Director, President, Chief | December 19, 2008 | ||
| Antonis Kandylidis | Executive Officer and interim Financial Officer | |||
| (Principal Executive Officer and | ||||
| Principal Financial Officer) | ||||
/s/ John Liveris | Chairman and Director | December 19, 2008 | ||
| John Liveris | ||||
/s/ Konstandinos Kandylidis | Director | December 19, 2008 | ||
| Konstandinos Kandylidis | ||||
/s/ Panagiotis Korakas | Director | December 19, 2008 | ||
| Panagiotis Korakas | ||||
/s/ Stephen Souras | Director | December 19, 2008 | ||
| Stephen Souras | ||||
/s/ Solon Dracoulis | Chief Accounting Officer | December 19, 2008 | ||
| Solon Dracoulis | and Treasurer | |||
| (Principal Accounting Officer) |
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AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Amendment to the Registration Statement in the City of Newark, State of Delaware, on December 19, 2008.
| PUGLISI & ASSOCIATES | ||||
| By: | /s/ Donald J. Puglisi | |||
| Donald J. Puglisi | ||||
| Managing Director | ||||
| Authorized Representative in the United States | ||||
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