As filed with the Securities and Exchange Commission on July 27, 2007
Registration Statement No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EXCEL MARITIME CARRIERS LTD.
(Exact name of registrant as specified in its charter)
Liberia N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17th km National Road Athens Seward & Kissel LLP
Lamia & Finikos Street, Attention: Gary J. Wolfe, Esq.
145-64 Nea Kifisia, One Battery Park Plaza
Athens, Greece New York, New York 10004
(011)(30) (210) 620-9520 (212) 574-1200
(Address and telephone number of (Name, address and telephone
Registrant's principal executive number agent for service)
of offices)
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Copies to:
Excel Maritime Carriers Ltd. Gary J. Wolfe, Esq.
Attn: Christopher Georgakis Seward & Kissel LLP
17th km National Road Athens One Battery Park Plaza
Lamia & Finikos Street, New York, New York 10004
145-64Nea Kifisia (212) 574-1200
Athens, Greece
(011)(30) (210) 620-9520
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Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective 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. |_|
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. |X|
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Aggregate Price Per Aggregate Offering Amount of
Registered Registered (1)(4) Unit (2) Price (1) Registration Fee
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Class A Common Shares,
par value $ 0.01 per
share (3)
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Preferred Shares, par
value $ 0.01 per share
(3)
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Debt Securities
(3)(4)
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Guarantees
(5)
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Warrants
(6)
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Purchase Contracts
(7)
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Units
(8)
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Total $500,000,000 100% $500,000,000 $15,350
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(1) Such amount in U.S. dollars or the equivalent thereof in foreign currencies
as shall result in an aggregate initial public offering price for all
securities of $500,000,000.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933. Any securities
registered hereunder may be sold separately or as units with other
securities registered hereunder. In no event will the aggregate offering
price of all securities sold pursuant to this registration statement exceed
$500,000,000.
(3) Also includes such indeterminate amount of debt securities and number of
preferred shares and common shares as may be issued upon conversion of or
in exchange for any other debt securities or preferred shares that provide
for conversion or exchange into other securities.
(4) If any debt securities are issued at an original issue discount, then the
offering may be in such greater principal amount as shall result in a
maximum aggregate offering price not to exceed $500,000,000.
(5) The debt securities may be guaranteed pursuant to guarantees by the
subsidiaries of Excel Maritime Carriers Ltd. No separate compensation will
be received for the guarantees. Pursuant to Rule 457(n), no separate fees
for the guarantees are payable.
(6) There is being registered hereunder an indeterminate number of warrants as
may from time to time be sold at indeterminate prices.
(7) There is being registered hereunder an indeterminate number of purchase
contracts as may from time to time be sold at indeterminate prices.
(8) There is being registered hereunder an indeterminate number of units as may
from time to time be sold at indeterminate prices. Units may consist of any
combination of the securities registered hereunder.
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The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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TABLE OF ADDITIONAL REGISTRANTS
Primary
Standard
Industrial
Exact Name of Registrant as Country of IRS Employer Classification
Specified in its Charter Incorporation Identification No. Code No.
Centel Shipping Co. Ltd. Cyprus N/A 4412
Snapper Marine Ltd. Liberia N/A 4412
Liegh Jane Navigation S.A. Liberia N/A 4412
Teagan Shipholding S.A. Liberia N/A 4412
Fianna Navigation S.A. Liberia N/A 4412
Ingram Limited Liberia N/A 4412
Whitelaw Enterprises Co. Liberia N/A 4412
Castalia Services Ltd. Liberia N/A 4412
Fountain Services Ltd. Liberia N/A 4412
Candy Enterprises Inc. Liberia N/A 4412
Barland Holding Inc. Liberia N/A 4412
Yasmine International Inc. Liberia N/A 4412
Amanda Enterprises Ltd. Liberia N/A 4412
Marias Trading Inc. Liberia N/A 4412
Harvey Development Corp. Liberia N/A 4412
Tanaka Services Ltd. Liberia N/A 4412
Magalie Investments Co. Liberia N/A 4412
Melba Management Ltd. Liberia N/A 4412
Minta Holdings S.A. Liberia N/A 4412
Odell International Ltd. Liberia N/A 4412
Naia Development Corp. Liberia N/A 4412
Maryville Maritime Inc. Liberia N/A 4412
Point Holdings Ltd. Liberia N/A 4412
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The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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Subject to completion dated July 27, 2007
$500,000,000
[Excel Logo]
Excel Maritime Carriers Ltd.
Through this prospectus, we may periodically offer:
(1) our common shares,
(2) our preferred shares,
(3) our debt securities, which may be guaranteed by
one or more of our subsidiaries,
(4) our warrants,
(5) our purchase contracts, and
(6) our units.
The aggregate offering price of all securities issued under this
prospectus may not exceed $500,000,000.
The prices and other terms of the securities that we will offer will be
determined at the time of their offering and will be described in a supplement
to this prospectus.
Our common shares are currently listed on the New York Stock Exchange under
the symbol "EXM".
The securities issued under this prospectus may be offered directly or
through underwriters, agents or dealers. The names of any underwriters, agents
or dealers will be included in a supplement to this prospectus.
An investment in these securities involves risks. See the section entitled
"Risk Factors" beginning on page 7.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is July 27, 2007
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
TABLE OF CONTENTS
PROSPECTUS SUMMARY.............................................................4
RISK FACTORS...................................................................7
USE OF PROCEEDS................................................................9
FORWARD LOOKING STATEMENTS.....................................................9
RATIO OF EARNINGS TO FIXED CHARGES............................................10
CAPITALIZATION................................................................11
SHARE LENDING AGREEMENT.......................................................12
PLAN OF DISTRIBUTION..........................................................14
ENFORCEMENT OF CIVIL LIABILITIES..............................................16
DESCRIPTION OF CAPITAL STOCK..................................................17
DESCRIPTION OF PREFERRED SHARES...............................................19
DESCRIPTION OF WARRANTS.......................................................19
DESCRIPTION OF DEBT SECURITIES................................................20
DESCRIPTION OF PURCHASE CONTRACTS.............................................29
DESCRIPTION OF UNITS..........................................................30
EXPENSES......................................................................31
LEGAL MATTERS.................................................................31
EXPERTS.......................................................................31
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................31
In this prospectus, "we", "us", "our" and the "Company" all refer to Excel
Maritime Carriers Ltd. and its consolidated subsidiaries.
Unless otherwise indicated, all dollar references in this prospectus are to
U.S. dollars and financial information presented in this prospectus that is
derived from financial statements incorporated by reference is prepared in
accordance with accounting principles generally accepted in the United States.
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, or Commission, using a shelf registration
process. Under the shelf registration process, we may sell the common shares,
preferred shares, debt securities, warrants, purchase contracts and units
described in this prospectus in one or more offerings up to a total dollar
amount of $500,000,000. This prospectus provides you with a general description
of the securities we may offer. Each time we offer securities, we will provide
you with a prospectus supplement that will describe the specific amounts, prices
and terms of the offered securities. The prospectus supplement may also add,
update or change the information contained in this prospectus. You should read
carefully both this prospectus and any prospectus supplement, together with the
additional information described below.
This prospectus does not contain all the information provided in the
registration statement that we filed with the Commission. For further
information about us or the securities offered hereby, you should refer to that
registration statement, which you can obtain from the Commission as described
below under "Where You Can Find More Information."
PROSPECTUS SUMMARY
This section summarizes some of the information that is contained later or
in other documents incorporated by reference into this prospectus. As an
investor or prospective investor, you should review carefully the risk factors
and the more detailed information that appears later in this prospectus or is
contained in the documents that we incorporate by reference into the prospectus.
Our Company
We are a shipping company specializing in the world-wide seaborne
transportation of dry bulk cargoes. Our Class A common stock trades on the New
York Stock Exchange (NYSE) under the symbol "EXM".
We currently own and operate a fleet of 16 dry bulk carriers, consisting of
ten Panamax and six Handymax vessels, representing a carrying capacity of
approximately 965,233 dwt. The average age of our vessels is 14.3 years. Our
vessels carry iron ore, coal and grains, collectively referred to as "major
bulks", and steel products, fertilizers, cement, bauxite, sugar and scrap metal,
collectively referred to as "minor bulks".
Our fleet is managed by Maryville Maritime Inc., or Maryville, one of our
wholly-owned subsidiaries.
Our Fleet
The following is a list of the vessels in our fleet, all of which are dry
bulk carriers:
Vessel Name DWT Year Built Type
Isminaki 74,577 1998 Panamax
Angela Star 73,798 1998 Panamax
Elinakos 73,751 1997 Panamax
Rodon 73,670 1993 Panamax
Happy Day 71,694 1997 Panamax
Birthday 71,504 1993 Panamax
Renuar 70,128 1993 Panamax
Powerful 70,083 1994 Panamax
Fortezza 69,634 1993 Panamax
First Endeavour 69,111 1994 Panamax
Emerald 45,572 1998 Handymax
Marybelle 42,552 1987 Handymax
Attractive 41,524 1985 Handymax
Lady 41,090 1985 Handymax
Princess I 38,858 1994 Handymax
Swift 37,687 1984 Handymax
TOTAL 965,233 DWT
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On July 16, 2007, we entered into two agreements to acquire two Supramax bulk
carriers, built in 2005 and of a total capacity of 108,773 dwt, for $63.0
million per vessel. The vessels are expected to be delivered to the Company
within the fourth quarter of 2007. Upon delivery of the vessels, we will have a
fleet with an average age of 12.9 years and a total capacity of 1,074,006 dwt.
Our Business Strategy
Our business strategy includes:
o Timely acquisitions of older second hand vessels. We historically have
acquired and operated older second hand vessels. We believe this strategy
has enabled us to generate higher net revenues than those available from
purchasing and operating younger second hand vessels or newbuildings. Our
ability to effectively operate our second hand fleet is enhanced by our
technical management skills and preventive maintenance programs and our
efficient cost structure.
o Capitalizing on our established reputation. We believe that we have
established a reputation in the international shipping community for
maintaining high standards of performance, reliability and safety. Since
the appointment of new management in 1998, the Company has not suffered the
total loss of a vessel at sea or otherwise. In addition, our wholly-owned
management subsidiary, Maryville, carries the distinction of being one of
the first Greece-based ship management companies to have been certified ISO
14001 compliant by Bureau Veritas.
o Fleet expansion and reduction in average age. We intend to grow and, over
time, reduce the average age of our fleet through timely and selective
acquisitions of well-maintained second hand dry bulk carriers. Our
acquisition candidates generally are chosen based on economic and technical
criteria. We also expect to explore opportunities to sell some of our older
vessels.
o Balanced Fleet Deployment Strategy. Our fleet deployment strategy seeks to
maximize charter revenue throughout industry cycles while maintaining cash
flow stability. We intend to achieve this through a balanced portfolio of
spot and period time charters. To that end, we aim to employ our recent
acquisitions in the period time charter market, while the remainder of our
fleet is deployed in the spot charter markets.
Currently, our most significant charterers, and the percentage of our
gross revenues we derived from them in the year ended December 31, 2006 include:
Charterer % of Gross Revenues in 2006
--------- ---------------------------
Daeyang Shipping Co., Ltd. 15%
Fratelli D'Amato SpA 9%
Perseveranza Di Navigazione Spa 8%
Oldendorff Carriers GMBH and Co KG 7%
Rizzo Bottiglieri De Carlini Armatori Spa 6%
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Total 45%
Competitive Strengths
We believe that we possess a number of competitive strengths in our
industry:
o Experienced Management Team. Our management team has significant experience
in operating dry bulk carriers and expertise in all aspects of commercial,
technical, operational and financial areas of our business, promoting a
focused marketing effort, tight quality and cost controls, and effective
operations and safety monitoring.
o Strong Customer Relationships. We have strong relationships with our
customers and charterers that we believe are the result of the quality of
our fleet and our reputation for dependability. Through Maryville Maritime
Inc.,, our management subsidiary, we have many long-established customer
relationships, and our management believes it is well regarded within the
international shipping community. During the past 16 years, vessels managed
by Maryville, have been repeatedly chartered by subsidiaries of major dry
bulk operators. In 2006, we derived approximately 45% of our gross revenues
from five charterers.
o Cost Efficient Operations. We historically operated our fleet at
competitive costs by carefully selecting second hand vessels, competitively
commissioning and actively supervising cost efficient shipyards to perform
repair, reconditioning and systems upgrading work, together with a
proactive preventive maintenance program both ashore and at sea, and
employing professional, well trained masters, officers and crews. We
believe that this combination has allowed us to minimize off-hire periods,
effectively manage insurance costs and control overall operating expenses.
Corporate Structure
Excel Maritime Carriers Ltd. is a holding company, incorporated under
the laws of The Republic of Liberia on November 2, 1988. We hold our
vessel-owning subsidiaries through Point Holdings Ltd., a wholly-owned
subsidiary incorporated in Liberia. We own each of our vessels through separate
wholly-owned subsidiaries. In addition, we own approximately 18.9% of the
outstanding common stock of Oceanaut Inc., a corporation in the development
stage, organized under the laws of the Republic of the Marshall Islands.
We maintain our principal executive offices at 17th km National Road
Athens, Lamia & Finikos Street, 145-64 Nea Kifisia, Athens, Greece. Our
telephone number at that address is (011)(30) (210) 620-9520. Our website is
www.excelmaritime.com. As of September 15, 2005, our Class A common shares have
been listed on the NYSE under the symbol "EXM". Previously, our shares were
listed on the American Stock Exchange under the symbol "EXM".
The Securities We May Offer
We may use this prospectus to offer up to $500,000,000 of:
o common shares;
o preferred shares;
o debt securities, which may be guaranteed by one or more of our
subsidiaries;
o warrants;
o purchase contracts; and
o units.
We may also offer securities of the types listed above that are
convertible or exchangeable into one or more of the securities listed above.
A prospectus supplement will describe the specific types, amounts,
prices, and detailed terms of any of these securities that we may offer and may
describe certain risks associated with an investment in the securities. Terms
used in the prospectus supplement will have the meanings described in this
prospectus, unless otherwise specified.
RISK FACTORS
We have identified a number of risk factors which you should consider
before buying shares of our common stock. These risk factors are incorporated by
reference into this registration statement from the Company's Annual Report on
Form 20-F filed on June 26, 2007. Please see "Incorporation of Certain Documents
by Reference". In addition, you should also consider carefully the risks set
forth below and any additional risks set forth under the heading "Risk Factors"
in any prospectus supplement before investing in the shares of common stock
offered by this prospectus. The occurrence of one or more of those risk factors
could adversely impact our results of operations or financial condition.
Servicing our debt limits funds available for other purposes, and if we cannot
service our debt, we may lose our vessels.
We must dedicate a large part of our cash flow from operations to
paying principal and interest on our indebtedness. These payments limit the
funds that are available to us for working capital, capital expenditures and
other purposes and if we cannot service our debt, we may lose our vessels.
Our loan agreements contain restrictive covenants, which may limit our liquidity
and corporate activities and prevent proper service of debt, which could result
in the loss of our vessels.
Our loan agreements impose significant operating and financial
restrictions on us. These restrictions may limit our ability to:
o incur additional indebtedness;
o create liens on our assets;
o sell capital stock of our subsidiaries;
o make investments;
o engage in mergers or acquisitions;
o pay dividends and make capital expenditures;
o change the management of our vessels or terminate or materially
amend the management agreement relating to each vessel; and
o sell our vessels.
Therefore, we may need to seek permission from our lenders in order to
engage in some corporate actions. Our lenders' interests may be different from
ours and we cannot guarantee that we will be able to obtain our lenders'
permission when needed. This may prevent us from taking actions that we believe
are in our best interest.
If we issue convertible debt securities, we may enter into a share lending
agreement, which may be adversely affect the market price of our Class A common
stock.
In connection with the issuance of convertible debt securities, we may
enter into a share lending agreement with an affiliate of the underwriter, or
the Borrower, pursuant to which we would lend to the Borrower a certain number
of our Class A common stock. We expect that this stock would be used by the
underwriter to facilitate the establishment of hedged positions by investors in
our convertible debt securities through purchases of Class A common stock from
such investors in short sale transactions or the entry into privately negotiated
derivative transactions with those investors. While the issuance upon conversion
of the convertible debt securities would require a reduction of an equal number
in the outstanding borrowed shares under the share lending agreement, the effect
of the increase in the number of outstanding shares of our Class A common stock
issued or issuable pursuant to the share lending agreement or upon conversion of
the debt securities could have a negative effect on the market price of our
Class A common stock. The market price of our Class A common stock also could be
negatively affected by other short sales of our Class A common stock by the
purchasers of the convertible debt securities to hedge investments in the
convertible debt securities.
Class B shareholders can exert considerable control over us, which may limit
future shareholders' ability to influence our actions.
Our Class B common shares have 1,000 votes per share and our Class A
common shares have one vote per share. Class B shareholders, including certain
executive officers and directors, together own 100% of our issued and
outstanding Class B common shares, representing approximately 87% of the voting
power of our outstanding capital stock.
Because of the dual class structure of our common capital stock, the
holders of Class B common shares have the ability to control and will be able to
control all matters submitted to our stockholders for approval even if they come
to own less than 50% of our outstanding common shares. Even though we are not
aware of any agreement, arrangement or understanding by the holders of our Class
B common shares relating to the voting of their shares of common stock, the
holders of our Class B common shares have the power to exert considerable
influence over our actions.
Argon S.A. owns approximately 25.3% of our outstanding Class A common
shares and none of our outstanding Class B common shares, representing
approximately 3.2% of the voting power of our outstanding capital stock. Argon
S.A. is holding the shares pursuant to a trust in favor of Starling Trading Co.,
a corporation, whose sole shareholder is Ms. Ismini Panayotides, the adult
daughter of our Chairman, Mr. Panayotides. Ms. Panayotides has no power of
voting or disposition of these shares, and she has disclaimed beneficial
ownership of these shares.
Boston Industries S.A. owns approximately 0.6% of our outstanding
Class A common shares and approximately 41.14% of our Class B common shares,
together representing approximately 35.9% of the total voting power of our
outstanding capital stock. Based on publicly available information, Boston
Industries S.A. is controlled by Mrs. Mary Panayotides, the wife of our
Chairman. Our Chairman disclaims beneficial ownership of these shares.
Furthermore, our Chairman, Mr. Panayotides owns approximately 15.06%
of our outstanding Class B common shares, representing approximately 13.1% of
the total voting power of our capital stock.
USE OF PROCEEDS
Unless we specify otherwise in any prospectus supplement, we intend to
use the net proceeds from the sale of securities by us offered by this
prospectus to make vessel acquisitions and for capital expenditures, repayment
of indebtedness, working capital, and general corporate purposes.
FORWARD LOOKING STATEMENTS
Matters discussed in this document may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and
other statements, which are other than statements of historical facts.
We desire to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and are including this
cautionary statement in connection with this safe harbor legislation. This
document and any other written or oral statements made by us or on our behalf
may include forward-looking statements which reflect our current views with
respect to future events and financial performance. The words "believe",
"anticipate", "intend", "estimate", "forecast", "project", "plan", "potential",
"will", "may", "should", "expect" and similar expressions identify
forward-looking statements.
The forward-looking statements in this document are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management's examination of historical operating
trends, data contained in our records and other data available from third
parties. Although we believe that these assumptions were reasonable when made,
because these assumptions are inherently subject to significant uncertainties
and contingencies which are difficult or impossible to predict and are beyond
our control, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.
In addition to these important factors and matters discussed elsewhere
in this prospectus, and in the documents incorporated by reference in this
prospectus, important factors that, in our view, could cause actual results to
differ materially from those discussed in the forward-looking statements include
the strength of world economies and currencies, general market conditions,
including fluctuations in charterhire rates and vessel values, changes in demand
in the dry bulk vessel market, changes in the company's operating expenses,
including bunker prices, drydocking and insurance costs, changes in governmental
rules and regulations or actions taken by regulatory authorities including those
that may limit the commercial useful lives of dry bulk vessels, potential
liability from pending or future litigation, general domestic and international
political conditions, potential disruption of shipping routes due to accidents
or political events, and other important factors described from time to time in
the reports we file with the Commission and the New York Stock Exchange. We
caution readers of this prospectus and any prospectus supplement not to place
undue reliance on these forward-looking statements, which speak only as of their
dates. We undertake no obligation to update or revise any forward-looking
statements.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges
for each of the preceding five fiscal years(1).
For the years ended December 31,
-----------------------------------------------
2006 2005 2004 2003 2002
------- ------- ------- ------- -------
Earnings
Pre-Tax Income $31,529 $68,070 $32,050 $ 8,645 $ 1,089
Add: Fixed charges 15,802 10,064 281 435 695
Add: Distributed Income of
equity
investee (2) -- -- -- -- --
Total Earnings 47,331 78,134 32,331 9,080 1,784
Fixed Charges
Interest expensed 15,315 9,538 243 395 449
Amortization and
write-off of
capitalized expenses
relating to
indebtedness 487 526 39 39 245
Total Fixed Charges $15,802 $10,064 $ 282 $ 434 $ 694
Ratio of Earnings to Fixed
Charges 3.0x 7.8x 114.6x 20.9x 2.6x
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(1) We have not issued any preferred stock as of the date of this prospectus.
(2) Investments accounted for using the equity method of accounting.
For purposes of computing the consolidated ratio of earnings to fixed
charges, earnings consist of pre-tax income from continuing operations before
adjustment for minority interests plus fixed charges and distributed income of
equity investee. Fixed charges consist of interest expensed and amortization
and write-off of capitalized expenses relating to indebtedness.
CAPITALIZATION
The following table sets forth our consolidated capitalization at
March 31, 2007, on an actual basis and as adjusted to give effect to (1) the
loan repayment of $4.1 million of the vessel Goldmar, which was sold on May 10,
2007, and scheduled loan repayments of $7.3 million (2) the collection of an
amount of $2.0 million upon issuance of 298,403 shares regarding the Management
Termination Agreement with Excel Management and (3) the declaration of a
quarterly dividend of $0.20 per share for the first quarter of 2007 payable on
June 15, 2007 to shareholders of record on June 1, 2007.
There have been no significant changes to our capitalization since March
31, 2007, as so adjusted.
As of March 31, 2007
Actual As Adjusted
(unaudited)
(Dollars in thousands,
except share amounts)
Debt:
Current portion of long-term debt $ 34,698 $ 26,017
Total long-term debt, net of current portion 176,615 173,902
Total Debt 211,313 199,919
Stockholders' equity:
Preferred stock, $0.1 par value: 5,000,000
shares authorized, none issued $ - $ -
Common stock 0.01 par value; 49,000,000
Class A shares and 1,000,000 Class B shares
authorized; 19,595,153 Class A shares and
135,326 Class B shares, issued and outstanding,
actual and 19,893,556 Class A shares and 135,326
Class B shares, issued and outstanding as adjusted 197 200
Additional paid-in capital 182,668 189,518
Shares to be issued 6,853 -
Accumulated Other Comprehensive Loss (79) (79)
Due from a Related Party (2,024) -
Retained Earnings 145,257 141,311
Less: Treasury Stock (78,650 Class A shares and
588 Class B shares) (189) (189)
Total Stockholders' equity 332,683 330,761
Total capitalization $543,996 $530,680
SHARE LENDING AGREEMENT
In the event we issue convertible debt securities, in order to make the
purchase of convertible debt securities more attractive to prospective
investors, we may enter into a share lending agreement with the Borrower, under
which we will agree to lend to the Borrower a certain number of our Class A
common stock for a period expected to end no later than the date at which after
the entire principal amount of the convertible debt securities ceases to be
outstanding as the result of conversion, repurchase or redemption. We will refer
to this period as the loan availability period. We expect to receive a loan fee
of $0.001 per share for each share of Class A common stock that we lend to the
Borrower.
Under the share lending agreement, the Borrower will be permitted to use
the borrowed shares only for the purpose of directly or indirectly facilitating
the sale of the convertible debt securities and the hedging of the convertible
debt securities by holders or for such other purposes as reasonably determined
by us. Share loans under the share lending agreement will terminate and the
borrowed shares will have to be returned to us, upon the termination of the loan
availability period, as well as under the following circumstances:
o Borrower will be able to terminate all or any portion of a loan at any
time.
o We will be able to terminate any or all of the outstanding loans upon
a default by the Borrower under the share lending agreement, including
a breach by the Borrower of any of its representations and warranties,
covenants or agreements under the share lending agreement, or the
bankruptcy of the Borrower.
o If we enter into a merger or similar business combination transaction
with an unaffiliated third party, all outstanding loans will terminate
immediately prior to the consummation of that transaction.
In addition, we expect that the share lending agreement will provide that,
to the extent that shares of Class A common stock will be issued upon the
conversion of the convertible debt securities, an equal number of shares of
Class A common stock simultaneously must be returned to us. Except in certain
limited circumstances, any borrowed shares returned to us cannot and will not be
able to be reborrowed.
Any shares that we loan to the Borrower will be issued and outstanding for
corporate law purposes, and accordingly, the holders of the borrowed shares will
have all of the rights of a holder of our outstanding shares, including the
right to vote the shares on all matters submitted to a vote of our shareholders
and the right to receive any dividends or other distributions that we may pay or
make on our outstanding shares of Class A common stock. However, under the share
lending agreement, we expect that the Borrower will agree:
o To pay to us an amount equal to any cash dividends that we pay on the
borrowed shares, and
o To pay or deliver to us any other distribution, in liquidation or
otherwise, that we make on the borrowed shares.
Under the share lending agreement, we expect that the Borrower will agree
that it will not vote any borrowed shares of which it is the record owner, and
it will not transfer or dispose of any borrowed shares except pursuant to a
registration statement that is effective under the Securities Act. However,
investors that purchase the shares from the Borrower (and any subsequent
transferees of such purchases) will be entitled to the same voting rights with
respect to those shares as any other holder of our Class A common stock.
We expect that the Borrower that will intend to use these shares to
facilitate the establishment by the convertible debt securities investors of
hedged positions in the convertible debt securities through purchases of Class A
common stock from such investors in short sale transactions or the entry into
privately negotiated derivative transactions with those investors. The Borrower
and its affiliates could engage in such transactions at any time and from time
to time during the term of the agreement in share amounts to be determined by
the Borrower and such affiliates. Further, the Borrower and its affiliates could
from time to time purchase our shares in the market and use such shares to
facilitate other similar transactions.
We believe that the existence of a share lending agreement and the short
positions established in connection with the sale of the convertibles debt
securities could have the effect of causing the market price of our Class A
common stock to be lower over the term of the share lending agreement than it
would have been had we not entered into the agreement. We would only enter into
a share lending agreement if our board of directors has determined that the
entry into the share lending agreement is in our best interests as it is a means
to facilitate the offer and sale of the convertible debt securities on terms
more favorable to us than we could have otherwise obtained.
PLAN OF DISTRIBUTION
We may sell or distribute the securities included in this prospectus
through underwriters, through agents, to dealers, in private transactions, at
market prices prevailing at the time of sale, at prices related to the
prevailing market prices, or at negotiated prices.
In addition, we may sell some or all of the securities included in this
prospectus through:
o a block trade in which a broker-dealer may resell a portion of the block,
as principal, in order to facilitate the transaction;
o purchases by a broker-dealer, as principal, and resale by the broker-dealer
for its account; or
o ordinary brokerage transactions and transactions in which a broker solicits
purchasers.
In addition, we may enter into option or other types of transactions that
require us or them to deliver common shares to a broker-dealer, who will then
resell or transfer the common shares under this prospectus. We may enter into
hedging transactions with respect to our securities. For example, we may:
o enter into transactions involving short sales of the common shares by
broker-dealers;
o sell common shares short themselves and deliver the shares to close out
short positions;
o enter into option or other types of transactions that require us to deliver
common shares to a broker-dealer, who will then resell or transfer the
common shares under this prospectus; or
o loan or pledge the common shares to a broker-dealer, who may sell the
loaned shares or, in the event of default, sell the pledged shares.
We may enter into derivative transactions with third parties, or sell
securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in
connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by us or
borrowed from us or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from us in settlement
of those derivatives to close out any related open borrowings of stock. The
third party in such sale transactions will be an underwriter and, if not
identified in this prospectus, will be identified in the applicable prospectus
supplement (or a post-effective amendment). In addition, we may otherwise loan
or pledge securities to a financial institution or other third party that in
turn may sell the securities short using this prospectus. Such financial
institution or other third party may transfer its economic short position to
investors in our securities or in connection with a concurrent offering of other
securities.
Any broker-dealers or other persons acting on our behalf that participates
with us in the distribution of the securities may be deemed to be underwriters
and any commissions received or profit realized by them on the resale of the
securities may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933, as amended, or the Securities Act. As of the date of
this prospectus, we are not a party to any agreement, arrangement or
understanding between any broker or dealer and us with respect to the offer or
sale of the securities pursuant to this prospectus.
At the time that any particular offering of securities is made, to the
extent required by the Securities Act, a prospectus supplement will be
distributed, setting forth the terms of the offering, including the aggregate
number of securities being offered, the purchase price of the securities, the
initial offering price of the securities, the names of any underwriters, dealers
or agents, any discounts, commissions and other items constituting compensation
from us and any discounts, commissions or concessions allowed or reallowed or
paid to dealers.
Underwriters or agents could make sales in privately negotiated
transactions and/or any other method permitted by law, including sales deemed to
be an "at the market" offering as defined in Rule 415 promulgated under the
Securities Act, which includes sales made directly on or through the New York
Stock Exchange, the existing trading market for our common shares, or sales made
to or through a market maker other than on an exchange. At-the-market offerings
may not exceed 10% of the aggregate market value of our outstanding voting
securities held by non-affiliates on a date within 60 days prior to the filing
of the registration statement of which this prospectus is a part.
We will bear costs relating to all of the securities being registered under
this Registration Statement.
Pursuant to a requirement by the National Association of Securities
Dealers, Inc., or NASD, the maximum commission or discount to be received by any
NASD member or independent broker/dealer may not be greater than eight percent
(8%) of the gross proceeds received by us for the sale of any securities being
registered pursuant to SEC Rule 415 under the Securities Act of 1933, as
amended.
ENFORCEMENT OF CIVIL LIABILITIES
We are a Liberian corporation, and our executive offices and administrative
activities and assets, as well as those of certain of the experts named in this
prospectus, are located outside the United States. As a result, it may be
difficult for investors to effect service of process within the United States
upon us or those persons or to enforce both in the United States and outside the
United States judgments against us or those persons obtained in United States
courts in any action, including actions predicated upon the civil liability
provisions of the federal securities laws of the United States. In addition, our
directors and officers are residents of jurisdictions other than the United
States, and all or a substantial portion of the assets of those persons are or
may be located outside the United States. As a result, it may be difficult for
investors to effect service of process within the United States on those persons
or to enforce against them judgments obtained in United States courts, including
judgments predicated upon the civil liability provisions of the federal
securities laws of the United States. We have been advised by our legal counsel,
Seward & Kissel LLP, that there is uncertainty as to whether the courts of
Liberia would (i) enforce judgments of United States courts obtained against us
or such persons predicated upon the civil liability provisions of the federal
securities laws of the United States or (ii) entertain original actions brought
in Liberian courts against us or such persons predicated upon the federal
securities laws of the United States.
DESCRIPTION OF CAPITAL STOCK
Authorized and Outstanding Capital Stock
Under our articles of incorporation, our authorized capital stock consists
of 50,000,000 common shares, par value $0.01 per share, of which as of June 18,
2007 20,028,882 are issued and outstanding in the aggregate in two separate
classes, Class A and Class B, consisting of 19,893,556 and 135,326 outstanding
shares, respectively, and 5,000,000 preferred shares, par value $0.1 per share,
of which none are issued and outstanding. All of our shares are in registered
form. The following summary description of the terms of our capital stock is not
complete and is qualified by reference to our Amended and Restated Articles of
Incorporation and By-Laws, copies of which we have filed as exhibits to periodic
filings made by us with the Commission, the certificate of designations which we
will file with the Commission at the time of any offering of our preferred
stock, and information contained our filings with the Commission to the extent
these filings are incorporated by reference herein as set forth in "Where You
Can Find Additional Information--Information Incorporated By Reference".
The Company has granted an option to purchase Class A common stock, as
described in "Description of Capital Stock -- Share History." The Company has
not granted any other options or warrants, but may do so in the future.
Share History
In October 1997, certain of our shareholders purchased approximately 65% of
the common shares of B+H Maritime Carriers Ltd., a Liberian Corporation formed
in November 1988 that had disposed of its assets and ceased operations. The
Company changed its name to Excel Maritime Carriers Ltd. on April 28, 1998. The
Company effected a 1-for-20 reverse stock split on May 8, 1998, resulting in
221,806 common shares outstanding. Thereafter, the Company's common shares were
approved for listing and commenced trading on the American Stock Exchange under
the symbol "EXM". On May 22, 1998, the Company issued 6,350,000 common shares
resulting in 6,571,806 common shares outstanding.
On August 31, 1999, the shareholders of the Company approved amendments to
the Company's Articles of Incorporation increasing the aggregate number of
shares which the Company may issue to an aggregate of 55,000,000 shares as
follows: 5,000,000 shares of Preferred Stock (par value $0.1 per share),
49,000,000 Class A common shares (par value $0.01 per share), and 1,000,000
Class B common shares (par value $0.01 per share).
During September and October 1999, the Company issued a total of 4,924,347
Class A common shares as consideration for the acquisition of the shares of four
holding companies that each owned one vessel. On December 27, 1999, the Company
issued to its existing shareholders a share dividend of one Class B common share
for every 100 Class A common shares held by the existing shareholders. Class B
common shares entitle the shareholder to 1,000 votes per share and do not have
an active trading market. The Class B common shares are not listed on any
exchange or quotation system.
On March 21, 2002, the Company paid a one time cash dividend of $2.15 per
share. During that year, the Company sold 51,028 of its treasury shares. During
2003, the Company acquired 1,300 of its Class A common shares and 14 of its
Class B common shares for an average price of $1.15.
On October 4, 2004 the Company granted Mr. Christopher Georgakis, our Chief
Executive Officer, President and a Director, the option to purchase 100,000
shares of Class A common stock. The option may be exercised by Mr. Georgakis
after he has been employed with the Company for three full years. The exercise
price for the shares of Class A common stock under this option ($31.79 per
share) is the closing price of the Class A common stock on October 4, 2004
($37.40 per share), less a discount of 15%.
On December 13, 2004, the Company issued 2,200,000 shares of Class A common
stock at $25.00 per share, and on March 21, 2005, the Company issued 5,899,000
shares of its Class A common stock at $21.00 per share in transactions
registered pursuant to the Securities Act of 1933, as amended.
On March 2, 2005, the Company agreed to issue 205,442 shares of its
Class A common stock to Excel Management and to issue to Excel Management
additional shares at any time before January 1, 2009 if the Company issues
additional shares of Class A common stock to any other party for any reason,
such that the number of additional Class A common stock to be issued to Excel
Management together with the 205,442 shares of Class A common stock to be issued
to Excel Management, in the aggregate, equal 1.5% of the Company's total
outstanding Class A common stock after taking into account the third party
issuance and the shares to be issued to Excel Management under the anti-dilution
provisions of the termination agreement, in exchange for terminating the
management agreement mentioned above and in exchange for a one-time cash payment
of $2,023,846. On March 2, 2007 Excel Management informed the Company of its
intention to consummate the transaction regarding the Management Termination
agreement mentioned above. On June 19, 2007 the Company received payment in an
amount of approximately $2.0 million upon issuance of the initial 205,442 shares
and the 92,961 anti-dilution shares required to be issued as a result of the
March 21, 2005 share issuance to other third parties, total 298,403 shares.
On February 9, 2006, the Company granted Mr. Gabriel Panayotides, our
Chairman of the Board, 20,380 Class A or Class B shares at his option. On July
28, 2006, upon exercise of his option, the Company issued 20,380 shares of its
Class B common stock to Mr. Panayotides.
As of September 15, 2005, our Class A common shares have been listed
on the NYSE under the symbol "EXM."
On May 22, 2007, the Company declared a quarterly cash dividend of $0.20
per share for the first quarter 2007 payable on June 15, 2007 to shareholders of
record on June 1, 2007.
The Company has not granted any options or warrants to acquire any of its
capital stock other than those described above, but may do so in the future.
Common Shares
We have both Class A common shares and Class B common shares. As of the
date of this prospectus, we have 20,028,882 common shares outstanding in the
aggregate, in two separate classes, Class A (19,893,556 shares) and Class B
(135,326 shares). The holders of the Class A shares are entitled to one vote per
share on each matter requiring the approval of the holders of common shares of
the Company, whether pursuant to our Articles of Incorporation, our Bylaws, the
Liberian Business Corporation Act or otherwise. The holders of Class B shares
are entitled to one thousand votes per Class B share. Subject to preferences
that may be applicable to any outstanding preferred shares, holders of common
shares are entitled to receive ratably all dividends, if any, declared by the
board of directors out of funds legally available for dividends. Holders of
common shares do not have conversion, redemption or preemptive rights to
subscribe to any or our securities. All outstanding common shares are fully paid
and nonassessable. The rights, preferences and privileges of holders of common
shares are subject to the rights of the holders of any preferred shares which we
may issue in the future.
Our Class A common shares are listed on the New York Stock Exchange under
the symbol "EXM".
DESCRIPTION OF PREFERRED SHARES
The board of directors has the authority to issue 5,000,000 preferred
shares in one or more series and to determine the rights, preferences,
privileges and restrictions, with respect to, among other things, dividends,
conversion, voting, redemption, liquidation and the number of shares
constituting any series, without any further vote or action by the shareholders.
The issuance of preferred shares may have the effect of delaying, deferring or
preventing a change in control of the Company without further action by the
shareholders. The issuance of preferred shares with voting and conversion rights
may adversely affect the voting power of the holders of common shares. The
material terms of any series of preferred shares that we offer though a
prospectus supplement will be described in that prospectus supplement.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase our debt or equity securities or
securities of third parties or other rights, including rights to receive payment
in cash or securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any other
securities and may be attached to, or separate from, such securities. Each
series of warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent. The terms of any warrants to be
issued and a description of the material provisions of the applicable warrant
agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:
o the title of such warrants;
o the aggregate number of such warrants;
o the price or prices at which such warrants will be issued;
o the currency or currencies, in which the price of such warrants will be
payable;
o the securities or other rights, including rights to receive payment in cash
or securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination of the
foregoing, purchasable upon exercise of such warrants;
o the price at which and the currency or currencies, in which the securities
or other rights purchasable upon exercise of such warrants may be
purchased;
o the date on which the right to exercise such warrants shall commence and
the date on which such right shall expire;
o if applicable, the minimum or maximum amount of such warrants which may be
exercised at any one time;
o if applicable, the designation and terms of the securities with which such
warrants are issued and the number of such warrants issued with each such
security;
o if applicable, the date on and after which such warrants and the related
securities will be separately transferable;
o information with respect to book-entry procedures, if any;
o if applicable, a discussion of any material United States Federal income
tax considerations; and
o any other terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to time in one or more series, under
one or more indentures, each dated as of a date on or prior to the issuance of
the debt securities to which it relates. We may issue senior debt securities and
subordinated debt securities pursuant to separate indentures, a senior indenture
and a subordinated indenture, respectively, in each case between us and the
trustee named in the indenture. These indentures will be filed either as
exhibits to an amendment to this Registration Statement or a prospectus
supplement, or as an exhibit to a Securities Exchange Act of 1934, or Exchange
Act, report that will be incorporated by reference to the Registration Statement
or a prospectus supplement. We will refer to any or all of these reports as
"subsequent filings". The senior indenture and the subordinated indenture, as
amended or supplemented from time to time, are sometimes referred to
individually as an "indenture" and collectively as the "indentures". Each
indenture will be subject to and governed by the Trust Indenture Act. The
aggregate principal amount of debt securities which may be issued under each
indenture will be unlimited and each indenture will contain the specific terms
of any series of debt securities or provide that those terms must be set forth
in or determined pursuant to, an authorizing resolution, as defined in the
applicable prospectus supplement, and/or a supplemental indenture, if any,
relating to such series.
Certain of our subsidiaries may guarantee the debt securities we offer.
Those guarantees may or may not be secured by liens, mortgages, and security
interests in the assets of those subsidiaries. The terms and conditions of any
such subsidiary guarantees, and a description of any such liens, mortgages or
security interests, will be set forth in the prospectus supplement that will
accompany this prospectus.
Our statements below relating to the debt securities and the indentures are
summaries of their anticipated provisions, are not complete and are subject to,
and are qualified in their entirety by reference to, all of the provisions of
the applicable indenture and any applicable United States federal income tax
considerations as well as any applicable modifications of or additions to the
general terms described below in the applicable prospectus supplement or
supplemental indenture.
General
Neither indenture limits the amount of debt securities which may be issued,
and each indenture provides that debt securities may be issued up to the
aggregate principal amount from time to time. The debt securities may be issued
in one or more series. The senior debt securities will be unsecured and will
rank on a parity with all of our other unsecured and unsubordinated
indebtedness. Each series of subordinated debt securities will be unsecured and
subordinated to all present and future senior indebtedness of debt securities
will be described in an accompanying prospectus supplement.
You should read the subsequent filings relating to the particular series of
debt securities for the following terms of the offered debt securities:
o the designation, aggregate principal amount and authorized denominations;
o the issue price, expressed as a percentage of the aggregate principal
amount;
o the maturity date;
o the interest rate per annum, if any;
o if the offered debt securities provide for interest payments, the date from
which interest will accrue, the dates on which interest will be payable,
the date on which payment of interest will commence and the regular record
dates for interest payment dates;
o any optional or mandatory sinking fund provisions or conversion or
exchangeability provisions;
o the date, if any, after which and the price or prices at which the offered
debt securities may be optionally redeemed or must be mandatorily redeemed
and any other terms and provisions of optional or mandatory redemptions;
o if other than denominations of $1,000 and any integral multiple thereof,
the denominations in which offered debt securities of the series will be
issuable;
o if other than the full principal amount, the portion of the principal
amount of offered debt securities of the series which will be payable upon
acceleration or provable in bankruptcy;
o any events of default not set forth in this prospectus;
o the currency or currencies, including composite currencies, in which
principal, premium and interest will be payable, if other than the currency
of the United States of America;
o if principal, premium or interest is payable, at our election or at the
election of any holder, in a currency other than that in which the offered
debt securities of the series are stated to be payable, the period or
periods within which, and the terms and conditions upon which, the election
may be made;
o whether interest will be payable in cash or additional securities at our or
the holder's option and the terms and conditions upon which the election
may be made;
o if denominated in a currency or currencies other than the currency of the
United States of America, the equivalent price in the currency of the
United States of America for purposes of determining the voting rights of
holders of those debt securities under the applicable indenture;
o if the amount of payments of principal, premium or interest may be
determined with reference to an index, formula or other method based on a
coin or currency other than that in which the offered debt securities of
the series are stated to be payable, the manner in which the amounts will
be determined;
o any restrictive covenants or other material terms relating to the offered
debt securities, which may not be inconsistent with the applicable
indenture;
o whether the offered debt securities will be issued in the form of global
securities or certificates in registered or bearer form;
o any terms with respect to subordination;
o any listing on any securities exchange or quotation system;
o additional provisions, if any, related to defeasance and discharge of the
offered debt securities; and
o the applicability of any guarantees.
Unless otherwise indicated in subsequent filings with the Commission
relating to the indenture, principal, premium and interest will be payable and
the debt securities will be transferable at the corporate trust office of the
applicable trustee. Unless other arrangements are made or set forth in
subsequent filings or a supplemental indenture, principal, premium and interest
will be paid by checks mailed to the holders at their registered addresses.
Unless otherwise indicated in subsequent filings with the Commission, the
debt securities will be issued only in fully registered form without coupons, in
denominations of $1,000 or any integral multiple thereof. No service charge will
be made for any transfer or exchange of the debt securities, but we may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection with these debt securities.
Some or all of the debt securities may be issued as discounted debt
securities, bearing no interest or interest at a rate which at the time of
issuance is below market rates, to be sold at a substantial discount below the
stated principal amount. United States federal income tax consequences and other
special considerations applicable to any discounted securities will be described
in subsequent filings with the Commission relating to those securities.
We refer you to applicable subsequent filings with respect to any deletions
or additions or modifications from the description contained in this prospectus.
Senior Debt
We will issue senior debt securities under the senior debt indenture. These
senior debt securities will rank on an equal basis with all our other unsecured
debt except subordinated debt.
Subordinated Debt
We will issue subordinated debt securities under the subordinated debt
indenture. Subordinated debt will rank subordinate and junior in right of
payment, to the extent set forth in the subordinated debt indenture, to all our
senior debt (both secured and unsecured).
In general, the holders of all senior debt are first entitled to receive
payment of the full amount unpaid on senior debt before the holders of any of
the subordinated debt securities are entitled to receive a payment on account of
the principal or interest on the indebtedness evidenced by the subordinated debt
securities in certain events.
If we default in the payment of any principal of, or premium, if any, or
interest on any senior debt when it becomes due and payable after any applicable
grace period, then, unless and until the default is cured or waived or ceases to
exist, we cannot make a payment on account of or redeem or otherwise acquire the
subordinated debt securities.
If there is any insolvency, bankruptcy, liquidation or other similar
proceeding relating to us or our property, then all senior debt must be paid in
full before any payment may be made to any holders of subordinated debt
securities.
Furthermore, if we default in the payment of the principal of and accrued
interest on any subordinated debt securities that is declared due and payable
upon an event of default under the subordinated debt indenture, holders of all
our senior debt will first be entitled to receive payment in full in cash before
holders of such subordinated debt can receive any payments.
Senior debt means:
o the principal, premium, if any, interest and any other amounts owing in
respect of our indebtedness for money borrowed and indebtedness evidenced
by securities, notes, debentures, bonds or other similar instruments issued
by us, including the senior debt securities or letters of credit;
o all capitalized lease obligations;
o all hedging obligations;
o all obligations representing the deferred purchase price of property; and
o all deferrals, renewals, extensions and refundings of obligations of the
type referred to above;
but senior debt does not include:
o subordinated debt securities; and
o any indebtedness that by its terms is subordinated to, or ranks on an equal
basis with, our subordinated debt securities.
Covenants
Any series of offered debt securities may have covenants in addition to or
differing from those included in the applicable indenture which will be
described in subsequent filings prepared in connection with the offering of such
securities, limiting or restricting, among other things:
o the ability of us or our subsidiaries to incur either secured or unsecured
debt, or both;
o the ability to make certain payments, dividends, redemptions or
repurchases;
o our ability to create dividend and other payment restrictions affecting our
subsidiaries;
o our ability to make investments;
o mergers and consolidations by us or our subsidiaries;
o sales of assets by us;
o our ability to enter into transactions with affiliates;
o our ability to incur liens; and
o sale and leaseback transactions.
Modification of the Indentures
Each indenture and the rights of the respective holders may be modified by
us only with the consent of holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of all series under the
respective indenture affected by the modification, taken together as a class.
But no modification that:
(1) changes the amount of securities whose holders must consent to an
amendment, supplement or waiver;
(2) reduces the rate of or changes the interest payment time on any
security or alters its redemption provisions (other than any
alteration to any such Section which would not materially adversely
affect the legal rights of any holder under the indenture) or the
price at which we are required to offer to purchase the securities;
(3) reduces the principal or changes the maturity of any security or
reduce the amount of, or postpone the date fixed for, the payment of
any sinking fund or analogous obligation;
(4) waives a default or event of default in the payment of the principal
of or interest, if any, on any security (except a rescission of
acceleration of the securities of any series by the holders of at
least a majority in principal amount of the outstanding securities of
that series and a waiver of the payment default that resulted from
such acceleration);
(5) makes the principal of or interest, if any, on any security payable in
any currency other than that stated in the Security;
(6) makes any change with respect to holders' rights to receive principal
and interest, the terms pursuant to which defaults can be waived,
certain modifications affecting shareholders or certain
currency-related issues; or
(7) waives a redemption payment with respect to any Security or change any
of the provisions with respect to the redemption of any securities
will be effective against any holder without his consent. In addition,
other terms as specified in subsequent filings may be modified without the
consent of the holders.
Events of Default
Each indenture defines an event of default for the debt securities of any
series as being any one of the following events:
o default in any payment of interest when due which continues for 30 days;
o default in any payment of principal or premium when due;
o default in the deposit of any sinking fund payment when due;
o default in the performance of any covenant in the debt securities or the
applicable indenture which continues for 60 days after we receive notice of
the default;
o default under a bond, debenture, note or other evidence of indebtedness for
borrowed money by us or our subsidiaries (to the extent we are directly
responsible or liable therefor) having a principal amount in excess of a
minimum amount set forth in the applicable subsequent filing, whether such
indebtedness now exists or is hereafter created, which default shall have
resulted in such indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable,
without such acceleration having been rescinded or annulled or cured within
30 days after we receive notice of the default; and
o events of bankruptcy, insolvency or reorganization.
An event of default of one series of debt securities does not necessarily
constitute an event of default with respect to any other series of debt
securities.
There may be such other or different events of default as described in an
applicable subsequent filing with respect to any class or series of offered debt
securities.
In case an event of default occurs and continues for the debt securities of
any series, the applicable trustee or the holders of not less than 25% in
aggregate principal amount of the debt securities then outstanding of that
series may declare the principal and accrued but unpaid interest of the debt
securities of that series to be due and payable. Any event of default for the
debt securities of any series which has been cured may be waived by the holders
of a majority in aggregate principal amount of the debt securities of that
series then outstanding.
Each indenture requires us to file annually after debt securities are
issued under that indenture with the applicable trustee a written statement
signed by two of our officers as to the absence of material defaults under the
terms of that indenture. Each indenture provides that the applicable trustee may
withhold notice to the holders of any default if it considers it in the interest
of the holders to do so, except notice of a default in payment of principal,
premium or interest.
Subject to the duties of the trustee in case an event of default occurs and
continues, each indenture provides that the trustee is under no obligation to
exercise any of its rights or powers under that indenture at the request, order
or direction of holders unless the holders have offered to the trustee
reasonable indemnity. Subject to these provisions for indemnification and the
rights of the trustee, each indenture provides that the holders of a majority in
principal amount of the debt securities of any series then outstanding have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on
the trustee as long as the exercise of that right does not conflict with any law
or the indenture.
Defeasance and Discharge
The terms of each indenture provide us with the option to be discharged
from any and all obligations in respect of the debt securities issued thereunder
upon the deposit with the trustee, in trust, of money or U.S. government
obligations, or both, which through the payment of interest and principal in
accordance with their terms will provide money in an amount sufficient to pay
any installment of principal, premium and interest on, and any mandatory sinking
fund payments in respect of, the debt securities on the stated maturity of the
payments in accordance with the terms of the debt securities and the indenture
governing the debt securities. This right may only be exercised if, among other
things, we have received from, or there has been published by, the United States
Internal Revenue Service a ruling to the effect that such a discharge will not
be deemed, or result in, a taxable event with respect to holders. This discharge
would not apply to our obligations to register the transfer or exchange of debt
securities, to replace stolen, lost or mutilated debt securities, to maintain
paying agencies and hold moneys for payment in trust.
Defeasance of Certain Covenants
The terms of the debt securities provide us with the right to omit
complying with specified covenants and that specified events of default
described in a subsequent filing will not apply. In order to exercise this
right, we will be required to deposit with the trustee money or U.S. government
obligations, or both, which through the payment of interest and principal will
provide money in an amount sufficient to pay principal, premium, if any, and
interest on, and any mandatory sinking fund payments in respect of, the debt
securities on the stated maturity of such payments in accordance with the terms
of the debt securities and the indenture governing such debt securities. We will
also be required to deliver to the trustee an opinion of counsel to the effect
that the deposit and related covenant defeasance will not cause the holders of
such series to recognize income, gain or loss for United States federal income
tax purposes.
A subsequent filing may further describe the provisions, if any, of any
particular series of offered debt securities permitting a discharge defeasance.
Subsidiary Guarantees
Certain of our subsidiaries may guarantee the debt securities we offer. In
that case, the terms and conditions of the subsidiary guarantees will be set
forth in the applicable prospectus supplement. Unless we indicate differently in
the applicable prospectus supplement, if any of our subsidiaries guarantee any
of our debt securities that are subordinated to any of our senior indebtedness,
then the subsidiary guarantees will be subordinated to the senior indebtedness
of such subsidiary to the same extent as our debt securities are subordinated to
our senior indebtedness.
Global Securities
The debt securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depository identified in an applicable subsequent filing and registered in
the name of the depository or a nominee for the depository. In such a case, one
or more global securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal amount of
outstanding debt securities of the series to be represented by the global
security or securities. Unless and until it is exchanged in whole or in part for
debt securities in definitive certificated form, a global security may not be
transferred except as a whole by the depository for the global security to a
nominee of the depository or by a nominee of the depository to the depository or
another nominee of the depository or by the depository or any nominee to a
successor depository for that series or a nominee of the successor depository
and except in the circumstances described in an applicable subsequent filing.
We expect that the following provisions will apply to depository
arrangements for any portion of a series of debt securities to be represented by
a global security. Any additional or different terms of the depository
arrangement will be described in an applicable subsequent filing.
Upon the issuance of any global security, and the deposit of that global
security with or on behalf of the depository for the global security, the
depository will credit, on its book-entry registration and transfer system, the
principal amounts of the debt securities represented by that global security to
the accounts of institutions that have accounts with the depository or its
nominee. The accounts to be credited will be designated by the underwriters or
agents engaging in the distribution of the debt securities or by us, if the debt
securities are offered and sold directly by us. Ownership of beneficial
interests in a global security will be limited to participating institutions or
persons that may hold interest through such participating institutions.
Ownership of beneficial interests by participating institutions in the global
security will be shown on, and the transfer of the beneficial interests will be
effected only through, records maintained by the depository for the global
security or by its nominee. Ownership of beneficial interests in the global
security by persons that hold through participating institutions will be shown
on, and the transfer of the beneficial interests within the participating
institutions will be effected only through, records maintained by those
participating institutions. The laws of some jurisdictions may require that
purchasers of securities take physical delivery of the securities in
certificated form. The foregoing limitations and such laws may impair the
ability to transfer beneficial interests in the global securities.
So long as the depository for a global security, or its nominee, is the
registered owner of that global security, the depository or its nominee, as the
case may be, will be considered the sole owner or holder of the debt securities
represented by the global security for all purposes under the applicable
indenture. Unless otherwise specified in an applicable subsequent filing and
except as specified below, owners of beneficial interests in the global security
will not be entitled to have debt securities of the series represented by the
global security registered in their names, will not receive or be entitled to
receive physical delivery of debt securities of the series in certificated form
and will not be considered the holders thereof for any purposes under the
indenture. Accordingly, each person owning a beneficial interest in the global
security must rely on the procedures of the depository and, if such person is
not a participating institution, on the procedures of the participating
institution through which the person owns its interest, to exercise any rights
of a holder under the indenture.
The depository may grant proxies and otherwise authorize participating
institutions to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action which a holder is entitled to give or
take under the applicable indenture. We understand that, under existing industry
practices, if we request any action of holders or any owner of a beneficial
interest in the global security desires to give any notice or take any action a
holder is entitled to give or take under the applicable indenture, the
depository would authorize the participating institutions to give the notice or
take the action, and participating institutions would authorize beneficial
owners owning through such participating institutions to give the notice or take
the action or would otherwise act upon the instructions of beneficial owners
owning through them.
Unless otherwise specified in an applicable subsequent filings, payments of
principal, premium and interest on debt securities represented by global
security registered in the name of a depository or its nominee will be made by
us to the depository or its nominee, as the case may be, as the registered owner
of the global security.
We expect that the depository for any debt securities represented by a
global security, upon receipt of any payment of principal, premium or interest,
will credit participating institutions' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the global security as shown on the records of the depository. We also expect
that payments by participating institutions to owners of beneficial interests in
the global security held through those participating institutions will be
governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in street
names, and will be the responsibility of those participating institutions. None
of us, the trustees or any agent of ours or the trustees will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in a global security, or for
maintaining, supervising or reviewing any records relating to those beneficial
interests.
Unless otherwise specified in the applicable subsequent filings, a global
security of any series will be exchangeable for certificated debt securities of
the same series only if:
o the depository for such global securities notifies us that it is unwilling
or unable to continue as depository or such depository ceases to be a
clearing agency registered under the Exchange Act and, in either case, a
successor depository is not appointed by us within 90 days after we receive
the notice or become aware of the ineligibility;
o we in our sole discretion determine that the global securities shall be
exchangeable for certificated debt securities; or
o there shall have occurred and be continuing an event of default under the
applicable indenture with respect to the debt securities of that series.
Upon any exchange, owners of beneficial interests in the global security or
securities will be entitled to physical delivery of individual debt securities
in certificated form of like tenor and terms equal in principal amount to their
beneficial interests, and to have the debt securities in certificated form
registered in the names of the beneficial owners, which names are expected to be
provided by the depository's relevant participating institutions to the
applicable trustee.
In the event that the Depository Trust Company, or DTC, acts as depository
for the global securities of any series, the global securities will be issued as
fully registered securities registered in the name of Cede & Co., DTC's
partnership nominee.
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participating institutions deposit with DTC. DTC also
facilitates the settlement among participating institutions of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participating institutions'
accounts, thereby eliminating the need for physical movement of securities
certificates. Direct participating institutions include securities brokers and
dealers, banks, trust companies, clearing corporations and other organizations.
DTC is owned by a number of its direct participating institutions and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others, such as securities brokers and dealers and banks and trust
companies that clear through or maintain a custodial relationship with a direct
participating institution, either directly or indirectly. The rules applicable
to DTC and its participating institutions are on file with the Commission.
To facilitate subsequent transfers, the debt securities may be registered
in the name of DTC's nominee, Cede & Co. The deposit of the debt securities with
DTC and their registration in the name of Cede & Co. will effect no change in
beneficial ownership. DTC has no knowledge of the actual beneficial owners of
the debt securities. DTC's records reflect only the identity of the direct
participating institutions to whose accounts debt securities are credited, which
may or may not be the beneficial owners. The participating institutions remain
responsible for keeping account of their holdings on behalf of their customers.
Delivery of notices and other communications by DTC to direct participating
institutions, by direct participating institutions to indirect participating
institutions, and by direct participating institutions and indirect
participating institutions to beneficial owners of debt securities are governed
by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect.
Neither DTC nor Cede & Co. consents or votes with respect to the debt
securities. Under its usual procedures, DTC mails a proxy to the issuer as soon
as possible after the record date. The proxy assigns Cede & Co.'s consenting or
voting rights to those direct participating institution to whose accounts the
debt securities are credited on the record date.
If applicable, redemption notices shall be sent to Cede & Co. If less than
all of the debt securities of a series represented by global securities are
being redeemed, DTC's practice is to determine by lot the amount of the interest
of each direct participating institutions in that issue to be redeemed.
To the extent that any debt securities provide for repayment or repurchase
at the option of the holders thereof, a beneficial owner shall give notice of
any option to elect to have its interest in the global security repaid by us,
through its participating institution, to the applicable trustee, and shall
effect delivery of the interest in a global security by causing the direct
participating institution to transfer the direct participating institution's
interest in the global security or securities representing the interest, on
DTC's records, to the applicable trustee. The requirement for physical delivery
of debt securities in connection with a demand for repayment or repurchase will
be deemed satisfied when the ownership rights in the global security or
securities representing the debt securities are transferred by direct
participating institutions on DTC's records.
DTC may discontinue providing its services as securities depository for the
debt securities at any time. Under such circumstances, in the event that a
successor securities depository is not appointed, debt security certificates are
required to be printed and delivered as described above.
We may decide to discontinue use of the system of book-entry transfers
through the securities depository. In that event, debt security certificates
will be printed and delivered as described above.
THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC'S BOOK-ENTRY SYSTEM HAS
BEEN OBTAINED FROM SOURCES THAT WE BELIEVE TO BE RELIABLE, BUT WE TAKE NO
RESPONSIBILITY FOR ITS ACCURACY.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
o debt or equity securities issued by us or securities of third
parties, a basket of such securities, an index or indices of such
securities or any combination of the above as specified in the
applicable prospectus supplement;
o currencies; or
o commodities.
Each purchase contract will entitle the holder thereof to purchase or sell,
and obligate us to sell or purchase, on specified dates, such securities,
currencies or commodities at a specified purchase price, which may be based on a
formula, all as set forth in the applicable prospectus supplement. We may,
however, satisfy our obligations, if any, with respect to any purchase contract
by delivering the cash value of such purchase contract or the cash value of the
property otherwise deliverable or, in the case of purchase contracts on
underlying currencies, by delivering the underlying currencies, as set forth in
the applicable prospectus supplement. The applicable prospectus supplement will
also specify the methods by which the holders may purchase or sell such
securities, currencies or commodities and any acceleration, cancellation or
termination provisions or other provisions relating to the settlement of a
purchase contract.
The purchase contracts may require us to make periodic payments to the
holders thereof or vice versa, which payments may be deferred to the extent set
forth in the applicable prospectus supplement, and those payments may be
unsecured or prefunded on some basis. The purchase contracts may require the
holders thereof to secure their obligations in a specified manner to be
described in the applicable prospectus supplement. Alternatively, purchase
contracts may require holders to satisfy their obligations thereunder when the
purchase contracts are issued. Our obligation to settle such pre-paid purchase
contracts on the relevant settlement date may constitute indebtedness.
Accordingly, pre-paid purchase contracts will be issued under either the senior
indenture or the subordinated indenture.
DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue units
consisting of one or more purchase contracts, warrants, debt securities,
preferred shares, common shares or any combination of such securities. The
applicable prospectus supplement will describe:
o the terms of the units and of the purchase contracts, warrants,
debt securities, preferred shares and common shares comprising
the units, including whether and under what circumstances the
securities comprising the units may be traded separately;
o a description of the terms of any unit agreement governing the
units; and a description of the provisions for the payment,
settlement, transfer or exchange or the units.
EXPENSES
The following are the estimated expenses of the issuance and distribution
of the securities being registered under the registration statement of which
this prospectus forms a part, all of which will be paid by us.
SEC registration fee $ 15,350
Blue sky fees and expenses $______*
Printing and engraving expenses $______*
Legal fees and expenses $______*
NYSE Supplemental Listing Fee $______*
Rating agency fees $______*
Accounting fees and expenses $______*
Indenture Trustee fees and expenses $______*
Transfer Agent fees $______*
Miscellaneous $______*
Total $______*
=======
* To be provided by amendment or as an exhibit to Report on Form 6-K that is
incorporated by reference into this prospectus.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed
upon for us by Seward & Kissel LLP, New York, New York with respect to matters
of U.S. and Liberian law.
EXPERTS
The consolidated financial statements of Excel Maritime Carriers Ltd.
appearing in Excel Maritime Carriers Ltd.'s Annual Report on Form 20-F for the
year ended December 31, 2006, have been audited by Ernst & Young (Hellas)
Certified Auditors Accountants S.A., independent registered public accounting
firm, as set forth in their report thereon, included therein, and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
As required by the Securities Act of 1933, we filed a registration
statement relating to the securities offered by this prospectus with the
Commission. This prospectus is a part of that registration statement, which
includes additional information.
Government Filings
We file annual and special reports within the Commission. You may read and
copy any document that we file at the public reference facilities maintained by
the Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may
obtain information on the operation of the public reference room by calling 1
(800) SEC-0330, and you may obtain copies at prescribed rates from the Public
Reference Section of the Commission at its principal office in Washington, D.C.
20549. The Commission maintains a website (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. In addition, you can
obtain information about us at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
Information Incorporated by Reference
The Commission allows us to "incorporate by reference" information that we
file with it. This means that we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the Commission prior to the termination of this offering will
also be considered to be part of this prospectus and will automatically update
and supersede previously filed information, including information contained in
this document.
We incorporate by reference the document listed below and any future
filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
o Annual Report on Form 20-F for the year ended December 31, 2006, filed
with the Commission on June 26, 2007, which contains audited
consolidated financial statements for the most recent fiscal year for
which those statements have been filed.
We are also incorporating by reference all subsequent annual reports on
Form 20-F that we file with the Commission and certain Reports on Form 6-K that
we furnish to the Commission after the date of this prospectus (if they state
that they are incorporated by reference into this prospectus) until we file a
post-effective amendment indicating that the offering of the securities made by
this prospectus has been terminated.
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. We have
not, and any underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus and any accompanying prospectus
supplement as well as the information we previously filed with the Commission
and incorporated by reference, is accurate as of the dates on the front cover of
those documents only. Our business, financial condition and results of
operations and prospects may have changed since those dates.
You may request a free copy of the above mentioned filings or any
subsequent filing we incorporated by reference to this prospectus by writing or
telephoning us at the following address:
17th km National Road Athens
Lamia & Finikos Street,
145-64 Nea Kifisia
Athens, Greece
(011)(30) (210) 620-9520
Information Provided by the Company
We will furnish holders of our common shares with annual reports containing
audited financial statements and a report by our independent public accountants,
and intend to furnish semi-annual reports containing selected unaudited
financial data for the first six months of each fiscal year. The audited
financial statements will be prepared in accordance with United States generally
accepted accounting principles and those reports will include a "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section for the relevant periods. As a "foreign private issuer", we are exempt
from the rules under the Securities Exchange Act prescribing the furnishing and
content of proxy statements to shareholders. While we intend to furnish proxy
statements to any shareholder in accordance with the rules of the New York Stock
Exchange, those proxy statements are not expected to conform to Schedule 14A of
the proxy rules promulgated under the Exchange Act. In addition, as a "foreign
private issuer", we are exempt from the rules under the Exchange Act relating to
short swing profit reporting and liability.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
--------------------------------------
Item 8. Indemnification of Directors and Officers.
Section 7.01 of the By-Laws of the Company provides that:
The corporation shall indemnify any director or officer of the
corporation who was or is an "authorized representative" of the
corporation (which shall mean for the purposes of this Article a
director or officer of the corporation, or a person serving at the
request of the corporation as a director, officer, partner or trustee
of another corporation, partnership, joint venture, trust or other
enterprise) and who was or is a "party" (which shall include for
purposes of this Article the giving of testimony or similar
involvement) or is threatened to be made a party to any "third party
proceeding" (which shall mean for purposes of this Article any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, other than an action
by or in the right of the corporation) by reason of the fact that such
person was or is an authorized representative of the corporation,
against expenses which shall include for purposes of this Article
attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such third party proceeding if such person acted in
good faith and in a manner such person reasonably believed to be in,
or not opposed to, the best interests of the corporation and, with
respect to any criminal third party proceeding (which shall include
for purposes of this Article any investigation which could or does
lead to a criminal third party proceeding) had not reasonable cause to
believe such conduct was unlawful. The termination of any third party
proceeding by judgment, order, settlement, indictment, conviction or
upon a plea of no contest or its equivalent, shall not, of itself,
create a presumption that the authorized representative did not act in
good faith and in a manner which such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with
respect to any criminal third party proceeding, had reasonable cause
to believe that such conduct was unlawful.
Section 7.02 of the By-laws of the Company provides that:
The corporation shall indemnify any director or officer of the
corporation who was or is an authorized representative of the
corporation and who was or is a party or is threatened to be made a
party to any "corporate proceeding" (which shall mean for purposes of
the Article any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor or
any investigative proceeding by or on behalf of the corporation) by
reason of the fact that such person was or is an authorized
representative of the corporation, against expensed (including
attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such corporate proceeding
if such person acted in good faith and in a manner such person
reasonably believed to in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of such person's duty to the corporation unless and only
to the extent that the court in which such corporate proceeding was
pending shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, such authorized representative is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.
Section 7.03 of the By-laws of the Company provides that:
To the extent that an authorized representative of the corporation who
neither was nor is a director or officer of the corporation has been
successful on the merits or otherwise in defense of any third party or
corporate proceeding or in defense of any claim, issue or matter
therein, such person shall be indemnified against actually and
reasonably incurred by such person in connection therewith. Such an
authorized representative may, at the discretion of the corporation,
be indemnified by the corporation in any other circumstances to any
extent if the corporation would be required by Section 7.01 or 7.02 of
this Article to indemnify such person in such circumstances to such
extent if such person were or had been a director or officer of the
corporation.
Section 6.13 of the Liberian Business Corporation Act provides as
follows:
Indemnification of directors and officers.
(1) Actions not by or in right of the corporation. A corporation
shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason
of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest, or its equivalent,
shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he
reasonable believed to be in or not opposed to the bests
interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(2) Actions by or in right of the corporation. A corporation
shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of
the corporation to procure judgment in its favor by reason
of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and
reasonably incurred by him or in connection with the defense
or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or nor
opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in
the performance of his duty to the corporation unless and
only to the extent that the court in which such action or
suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
court shall deem proper.
(3) When director or officer successful. To the extent that
director or officer of a corporation has been successful on
the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraphs 1 or 2, or in the
defense of a claim, issued or matter therein, he shall be
indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
therewith.
(4) Payment of expenses in advance. Expenses incurred in
defending a civil or criminal action, suit or proceeding may
be paid in advance of the final deposition of such action,
suit or proceeding as authorized by the board of directors
in the specific case upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount if it
shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this
section.
(5) Insurance. A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director or officer of the corporation or is or was serving
at the request of the corporation as a director or officer
against any liability asserted against him and incurred by
him in such capacity whether or not the corporation would
have the power to indemnify him against such liability under
the provisions of this section.
(6) Other rights of indemnification unaffected. The
indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another
capacity while holding such office.
(7) Continuation of indemnification. The indemnification and
advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and
administration of such persons.
Item 9. Exhibits
Exhibit Number Description
- -------------- -----------
1.1 Form of Underwriting Agreement (for equity securities)*
1.2 Form of Underwriting Agreement (for debt securities)*
4.1 Specimen Class A Common Share Certificate (Incorporated by
reference to Exhibit 4.2 to the Company's Registration
Statement on Form F-1 filed with the Commission on May 6,
1998 (Registration No. 333-8712)).
4.2 Specimen Class B Common Share Certificate (Incorporated by
reference to Exhibit 2.2 to the Company's Annual Report on
Form 20-F filed with the Commission on June 29, 2006 (File
No. 001-10137)).
4.2 Specimen Preferred Share Certificate*
4.3 Form of Debt Securities Indenture (Incorporated by reference
to Exhibit 4.3 to the Company's Registration Statement on
Form F-3 filed with the Commission on November 5, 2004
(Registration No. 333-120259).
4.4 Form of warrant agreement *
4.5 Form of purchase contract *
4.6 Form of unit agreement *
5.1 Opinion of Seward & Kissel LLP, United States and Liberian
counsel to Excel Maritime Carriers, Ltd.
23.1 Consent of Seward & Kissel LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young (Hellas)
24 Power of Attorney (contained in signature page)
25.1 T-1 Statement of Eligibility (senior indenture)*
25.2 T-1 Statement of Eligibility (subordinated indenture)*
- ----------
* To be filed either as an amendment or as an exhibit to a report filed
pursuant to the Securities Exchange Act of 1934 of the Registrant and
incorporated by reference into this Registration Statement.
Item 10. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement, unless the information required to be included is
to contained in reports filed with or furnished to the
Commission that are incorporated by reference in this
Registration Statement or is contained in a form of
prospectus filed pursuant to Rule 424(b) under the
Securities Act that is part of this Registration Statement,
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration
statement to include any financial statements required by
Item 8.A. of Form 20-F at the start of any delayed offering
or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of
the Act need not be furnished, provided, that the registrant
includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure
that all other information in the prospectus is at least as
current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not
be filed to include financial statements and information
required by Section 10(a)(3) of the Securities Act of 1933
or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Form F-3.
(5) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of this Registration
Statement as of the date the filed prospectus was deemed
part of and included in this Registration Statement.
(6) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of this Registration
Statement for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933
shall be deemed to be part of and included in this
Registration Statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the
date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus
that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document
immediately prior to such effective date.
(7) The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant
pursuant to this Registration Statement, regardless of the
underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications,
the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to
such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material
information about the undersigned registrant or its
securities provided by or on behalf of the undersigned
registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the
purchaser.
(8) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(9) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual
report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(10) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules an
regulations prescribed by the Commission under Section
305(b)(2) of the Trust Indenture Act.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
EXCEL MARITIME CARRIERS
By: /s/ Christopher J. Georgakis
------------------------------------
Name: Christopher J. Georgakis
Title: Chief Executive Officer and
President
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Christopher J. Georgakis, Gary J.
Wolfe and Robert E. Lustrin 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 July 27, 2007
in the capacities indicated.
Signature Title
--------- -----
/s/ Gabriel Panayotides Chairman of the Board of Directors
- -----------------------
Gabriel Panayotides
/s/ Christopher Georgakis President, Chief Executive Officer and Director
- -------------------------
Christopher Georgakis
/s/ George Agadakis Vice President, Chief Operating Officer and
- ------------------- Director
George Agadakis
/s/ Frithjof Platou Director
- -------------------
Frithjof Platou
/s/ Evangelos Macris Director
- --------------------
Evangelos Macris
/s/ Apostolos Kontoyannis Director
- -------------------------
Apostolos Kontoyannis
/s/ Trevor J. Williams Director
- ----------------------
Trevor J. Williams
/s/ Elefteris Papatrifon Chief Financial Officer
- ------------------------
Elefteris Papatrifon
/s/ Christina Zitouni Chief Accounting Officer
- ---------------------
Christina Zitouni
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Excel
Maritime Carriers Ltd., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
CENTEL SHIPPING CO. LTD.
By: /s/ Savvas Polydorou
------------------------------------
Name: Savvas Polydorou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Savvas Polydorou, Gary J. Wolfe
and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Savvas Polydorou Sole Director, President, Secretary and Treasurer
- -------------------- (Principal Executive Officer, Principal Financial
Savvas Polydorou Officer and Principal 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 Centel
Shipping Co. Ltd., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Snapper Marine Ltd.
By: /s/ Marios Lazarou
------------------------------------
Name: Marios Lazarou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Marios Lazarou, Gary J. Wolfe and
Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Marios Lazarou Sole Director, President, Secretary and Treasurer
- ------------------ (Principal Executive Officer, Principal Financial
Marios Lazarou Officer and Principal 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 Snapper
Marine Ltd., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Liegh Jane Navigation S.A.
By: /s/ Philippos Philippou
------------------------------------
Name: Philippos Philippou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Philippos Philippou, Gary J.
Wolfe and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Philippos Philippou Sole Director, President, Secretary and Treasurer
- ----------------------- (Principal Executive Officer, Principal Financial
Philippos Philippou Officer and Principal 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 Liegh
Jane Navigation S.A., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Teagan Shipholding S.A.
By: /s/ Philippos Philippou
------------------------------------
Name: Philippos Philippou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Philippos Philippou, Gary J.
Wolfe and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Philippos Philippou Sole Director, President, Secretary and Treasurer
- ----------------------- (Principal Executive Officer, Principal Financial
Philippos Philippou Officer and Principal 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 Teagan
Shipholding S.A., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Fianna Navigation S.A.
By: /s/ Philippos Philippou
-------------------------------------
Name: Philippos Philippou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Philippos Philippou, Gary J.
Wolfe and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Philippos Philippou Sole Director, President, Secretary and Treasurer
- ----------------------- (Principal Executive Officer, Principal Financial
Philippos Philippou Officer and Principal 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 Fianna
Navigation S.A., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Ingram Limited
By: /s/ Philippos Philippou
-------------------------------------
Name: Philippos Philippou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Philippos Philippou, Gary J.
Wolfe and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Philippos Philippou Sole Director, President, Secretary and Treasurer
- ----------------------- (Principal Executive Officer, Principal Financial
Philippos Philippou Officer and Principal 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 Ingram
Limited, has signed this registration statement in Delaware, on July 27,
2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Whitelaw Enterprises Co.
By: /s/ Philippos Philippou
-------------------------------------
Name: Philippos Philippou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Philippos Philippou, Gary J.
Wolfe and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Philippos Philippou0 Sole Director, President, Secretary and Treasurer
- ----------------------- (Principal Executive Officer, Principal Financial
Philippos Philippou Officer and Principal 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
Whitelaw Enterprises Co., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Castalia Services Ltd.
By: /s/ Savvas Polydorou
-------------------------------------
Name: Savvas Polydorou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Savvas Polydorou, Gary J. Wolfe
and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Savvas Polydorou Sole Director, President, Secretary and Treasurer
- -------------------- (Principal Executive Officer, Principal Financial
Savvas Polydorou Officer and Principal 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
Castalia Services Ltd., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Fountain Services Ltd.
By: /s/ Savvas Polydorou
-------------------------------------
Name: Savvas Polydorou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Savvas Polydorou, Gary J. Wolfe
and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Savvas Polydorou Sole Director, President, Secretary and Treasurer
- -------------------- (Principal Executive Officer, Principal Financial
Savvas Polydorou Officer and Principal 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
Fountain Services Ltd., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Candy Enterprises Inc.
By: /s/ Philippos Philippou
-------------------------------------
Name: Philippos Philippou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Philippos Philippou, Gary J.
Wolfe and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Philippos Philippou Sole Director, President, Secretary and Treasurer
- ----------------------- (Principal Executive Officer, Principal Financial
Philippos Philippou Officer and Principal 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 Candy
Enterprises Inc., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Barland Holding Inc.
By: /s/ Philippos Philippou
-------------------------------------
Name: Philippos Philippou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Philippos Philippou, Gary J.
Wolfe and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Philippos Philippou Sole Director, President, Secretary and Treasurer
- ----------------------- (Principal Executive Officer, Principal Financial
Philippos Philippou Officer and Principal 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 Barland
Holding Inc., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Yasmine International Inc.
By: /s/ Marios Lazarou
-------------------------------------
Name: Marios Lazarou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Marios Lazarou, Gary J. Wolfe and
Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Marios Lazarou Sole Director, President, Secretary and Treasurer
- ------------------ (Principal Executive Officer, Principal Financial
Marios Lazarou Officer and Principal 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 Yasmine
International Inc., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Amanda Enterprises Ltd.
By: /s/ Marios Lazarou
-------------------------------------
Name: Marios Lazarou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Marios Lazarou, Gary J. Wolfe and
Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Marios Lazarou Sole Director, President, Secretary and Treasurer
- ------------------ (Principal Executive Officer, Principal Financial
Marios Lazarou Officer and Principal 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 Amanda
Enterprises Ltd., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Marias Trading Inc.
By: /s/ Marios Lazarou
-------------------------------------
Name: Marios Lazarou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Marios Lazarou, Gary J. Wolfe and
Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Marios Lazarou Sole Director, President, Secretary and Treasurer
- ------------------ (Principal Executive Officer, Principal Financial
Marios Lazarou Officer and Principal 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 Marias
Trading Inc., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Harvey Development Corp.
By: /s/ Philippos Philippou
-------------------------------------
Name: Philippos Philippou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Philippos Philippou, Gary J.
Wolfe and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Philippos Philippou Sole Director, President, Secretary and Treasurer
- ----------------------- (Principal Executive Officer, Principal Financial
Philippos Philippou Officer and Principal 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 Harvey
Development Corp., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Tanaka Services Ltd.
By: /s/ Philippos Philippou
-------------------------------------
Name: Philippos Philippou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Philippos Philippou, Gary J.
Wolfe and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Philippos Philippou Sole Director, President, Secretary and Treasurer
- ----------------------- (Principal Executive Officer, Principal Financial
Philippos Philippou Officer and Principal 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 Tanaka
Services Ltd., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Magalie Investments Co.
By: /s/ Philippos Philippou
-------------------------------------
Name: Philippos Philippou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Philippos Philippou, Gary J.
Wolfe and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Philippos Philippou Sole Director, President, Secretary and Treasurer
- ----------------------- (Principal Executive Officer, Principal Financial
Philippos Philippou Officer and Principal 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 Magalie
Investments Co., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Melba Management Ltd.
By: /s/ Savvas Polydorou
-------------------------------------
Name: Savvas Polydorou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Savvas Polydorou, Gary J. Wolfe
and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Savvas Polydorou Sole Director, President, Secretary and Treasurer
- -------------------- (Principal Executive Officer, Principal Financial
Savvas Polydorou Officer and Principal 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 Melba
Management Ltd., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Minta Holdings S.A.
By: /s/ Mario Lazarou
-------------------------------------
Name: Mario Lazarou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Marios Lazarou, Gary J. Wolfe and
Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Marios Lazarou Sole Director, President, Secretary and Treasurer
- ------------------ (Principal Executive Officer, Principal Financial
Marios Lazarou Officer and Principal 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 Minta
Holdings S.A., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Odell International Ltd.
By: /s/ Savvas Polydorou
-------------------------------------
Name: Savvas Polydorou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Savvas Polydorou, Gary J. Wolfe
and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Savvas Polydorou Sole Director, President, Secretary and Treasurer
- -------------------- (Principal Executive Officer, Principal Financial
Savvas Polydorou Officer and Principal 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 Odell
International Ltd., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Naia Development Corp.
By: /s/ Marios Lazarou
-------------------------------------
Name: Marios Lazarou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Marios Lazarou, Gary J. Wolfe and
Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Marios Lazarou Sole Director, President, Secretary and Treasurer
- ------------------ (Principal Executive Officer, Principal Financial
Marios Lazarou Officer and Principal 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 Naia
Development Corp., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Maryville Maritime Inc.
By: /s/ Georgios Perivolaris
-------------------------------------
Name: Georgios Perivolaris
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Georgios Perivolaris, Gary J.
Wolfe and Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Georgios Perivolaris Sole Director, President, Secretary and Treasurer
- ------------------------ (Principal Executive Officer, Principal Financial
Georgios Perivolaris Officer and Principal 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
Maryville Maritime Inc., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on July 27, 2007.
Point Holdings Ltd.
By: /s/ Philippos Philippou
-------------------------------------
Name: Philippos Philippou
Title: President, Secretary and Treasurer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Philippos, Gary J. Wolfe and
Robert E. Lustrin 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 July 27,
2007 in the capacities indicated.
Signature Title
--------- -----
/s/ Philippos Philippou Sole Director, President, Secretary and Treasurer
- ----------------------- (Principal Executive Officer, Principal Financial
Philippos Philippou Officer and Principal 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 Point
Holdings Ltd., has signed this registration statement in Delaware, on
July 27, 2007.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Title:
Exhibits
Filed
Herewith DESCRIPTION
- -------- -----------
5.1 Opinion of Seward & Kissel LLP, United States and Liberian
counsel to Excel Maritime Carriers Ltd.
23.1 Consent of Seward & Kissel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young (Hellas)
24 Power of Attorney (contained on signature pages)