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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1
to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Golden Energy Marine Corp.
(Exact name of registrant as specified in its charter)
Republic of the Marshall Islands 4412 N/A
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
Golden Energy Marine Corp. Seward & Kissel LLP
Attention: Dale Ploughman Attention: Gary J. Wolfe, Esq.
2 Gamma Street One Battery Park Plaza
167 77 Elliniko, Athens Greece New York, New York 10004
(011)(30) 210 894-5110 (212) 574-1200
(Name, address and telephone number (Address and telephone number of
Registrant's principal executive offices) of agent for service)
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Copies to:
Gary J. Wolfe, Esq. William J. Whelan, III, Esq.
Robert E. Lustrin, Esq. Cravath, Swaine & Moore LLP
Seward & Kissel LLP Worldwide Plaza
One Battery Park Plaza 825 Eighth Avenue
New York, New York 10004 New York, New York 10019
(212) 574-1200 (telephone number) (212) 474-1000 (telephone number)
(212) 480-8421 (facsimile number) (212) 474-3700 (facsimile number)
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Approximate date of commencement of proposed
sale to the public: Not applicable.
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If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |_|
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. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
On July 11, 2005, Golden Energy Marine Corp., a Marshall Islands corporation
(the "Company"), filed a registration statement on Form F-1 (Registration No.
33-126499) which became effective on October 5, 2005 (the "Registration
Statement") in connection with the Company's initial public offering of common
stock (the "Offering"). Pursuant to the Registration Statement, the Company
registered an aggregate of 8,625,000 shares of the Company's common stock, par
value $0.01 (the "Shares").
The Company determined not to proceed with the Offering and none of the Shares
were sold pursuant to the Registration Statement. Accordingly, the Company is
filing this Post-Effective Amendment No. 1 to deregister all of the Shares.
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-l and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece on March 2, 2006.
GOLDEN ENERGY MARINE CORP.
By: /s/ Dale P. Ploughman
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Name: Dale P. Ploughman
Title: Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Gary J. Wolfe, Robert E. Lustrin
and Kathleen K. Clarke his or her 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 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 hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on March 2, 2006
in the capacities indicated.
Signature Title
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/s/ Dale P. Ploughman Director, Chief Executive Officer
- --------------------- (Principal Executive Officer)
Dale P. Ploughman
/s/ Kostas Koutsoubelis Director and Chairman
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Kostas Koutsoubelis
/s/ Alex Papageorgiou Chief Financial Officer
- --------------------- (Principal Financial Officer and Principal
Alex Papageorgiou Accounting Officer)
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly undersigned representative in the United States of America, has signed this
registration statement in the City of Newark, State of Delaware, on March 2,
2006.
PUGLISI & ASSOCIATES
By: /s/ Gregory F. Lavelle
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Name: Gregory F. Lavelle
Authorized Representative in the United States