StealthGas Inc.

Regulatory Filings • Oct 6, 2005

F-1MEF 1 file001.htm FORM F-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5, 2005 REGISTRATION NO. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ STEALTHGAS INC. (Exact Name of Registrant as specified in its charter) REPUBLIC OF THE MARSHALL ISLANDS 4412 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) --------------- STEALTHGAS INC. 331 KIFISSIAS AVENUE ERITHREA 14561 ATHENS, GREECE (011)(30)(210) 625 2849 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------- CT CORPORATION 111 EIGHTH AVENUE NEW YORK, NEW YORK 10011 (800) 624-0909 (Name and address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: STEPHEN P. FARRELL, ESQ. RICHARD SHARP, ESQ. MORGAN, LEWIS & BOCKIUS LLP JAMES H. BALL, JR., ESQ. 101 PARK AVENUE MILBANK, TWEED, HADLEY & MCCLOY LLP NEW YORK, NEW YORK 10178 1 CHASE MANHATTAN PLAZA (212) 309-6000 NEW YORK, NEW YORK 10005 (telephone number) (212) 530-5000 (212) 309-6001 (telephone number) (facsimile number) (212) 822-5209 (facsimile number) ---------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. ---------------------- If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. || If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |x| 333-127905 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. || If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. || If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. || --------------- CALCULATION OF REGISTRATION FEE ================================================ ================ ===================== ==================== ================= AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SECURITY(2) OFFERING PRICE(1) REGISTRATION FEE ------------------------------------------------ ---------------- --------------------- -------------------- ----------------- Common Stock, par value $.01(2)........... 345,000 $14.50 $5,002,500 $589.00 ================================================ ================ ===================== ==================== ================= (1) Includes shares to be sold upon exercise of the underwriters' over-allotment option. (2) The 345,000 common shares being registered in this Registration Statement are in addition to the 8,855,000 common shares registered pursuant to Registrant's Registration Statement on Form F-1 (Reg. No. 333-127905). The Registrant certifies to the Securities and Exchange Commission (the "Commission") that it has instructed its bank to pay to the Commission the filing fee of $589 for the additional securities being registered hereby by wire transfer as soon as practicable (but in any event no later than the close of business on October 6, 2005); that it will not revoke such instructions; that it has sufficient funds in the relevant account to cover the amount of the filing fee; and that it undertakes to confirm receipt of such instructions by the bank on October 6, 2005. ---------------------------------------- THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED. ================================================================================ EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form F-1 (File No. 333-127905) filed by StealthGas Inc. with the Securities and Exchange Commission (the "Commission") on August 29, 2005, as amended on September 7, 2005 and October 5, 2005, which was declared effective by the Commission on October 5, 2005, are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-l and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Country of Greece on October 5, 2005. STEALTHGAS INC. By: /s/ Harry N. Vafias ------------------------------------------------------- Name: Harry N. Vafias Title: Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on October 5, 2005 in the capacities indicated. SIGNATURE TITLE ---------------- ---------- /s/ Harry N. Vafias Director, President and Chief Executive Officer ----------------------------------------------------- (Principal Executive Officer) Harry N. Vafias /s/ Andrew J. Simmons Chief Financial Officer ----------------------------------------------------- (Principal Accounting Officer) Andrew J. Simmons /s/ Michael G. Jolliffe Chairman of the Board of Directors ----------------------------------------------------- Michael G. Jolliffe * Director ----------------------------------------------------- Thanassis J. Martinos * Director ----------------------------------------------------- Miranda Xafa *By: /s/ Harry N. Vafias -------------------------------------------- Harry N. Vafias Attorney-in-Fact AUTHORIZED REPRESENTATIVE Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of, has signed this Registration Statement in the City of Newark, State of Delaware, on October 5, 2005. PUGLISI & ASSOCIATES By: /s/ Donald J. Puglisi ------------------------------------------ Name: Donald J. Puglisi Authorized Representative in the United States EXHIBIT INDEX Exhibit Number Description of Exhibit -------------- ---------------------- 5.1 Opinion of Watson, Farley & Williams (New York) LLP, Marshall Islands counsel to the Company. 23.1 Consent of Watson, Farley & Williams (New York) LLP (filed as part of Exhibit 5.1) 23.2 Consent of Deloitte Hadjipavlou, Sofianos & Cambanis S.A. 23.3 Consent of Deloitte Hadjipavlou, Sofianos & Cambanis S.A. 24.1 Power of Attorney (Incorporated by reference to Exhibit 24.1 to the Registration Statement on Form F-1 of StealthGas Inc. (Reg No. 333-127905) initially filed with the Securities and Exchange Commission on August 29, 2005).