SOURCE: Euroseas

February 08, 2006 15:28 ET

Euroseas Announces Registration Statements Declared Effective by SEC and Declaration of Dividend

MAROUSSI, ATHENS, GREECE -- (MARKET WIRE) -- February 8, 2006 -- Euroseas Ltd. announced today that the Securities and Exchange Commission ("SEC") has declared effective its F-4 and F-1 registration statements. Euroseas further announced that its Board of Directors declared a dividend $0.06 per share.

F-4 Registration Statement - Merger with Cove

On February 3, 2006, the SEC declared effective Euroseas' F-4 registration statement concerning the proposed merger between Cove Apparel, Inc. (OTC BB: CVAP) and Euroseas' wholly owned subsidiary, Euroseas Acquisition Company Inc. Under the merger agreement, Cove stockholders will receive 0.102969 shares of Euroseas common stock for each share of Cove common stock owned. On September 26, 2005, four stockholders of Cove representing 67.25% of the outstanding shares of Cove common stock took action by written consent approving the merger. A definitive joint information statement/prospectus describing the merger is being mailed to Cove stockholders on or about February 8, 2006. Until consummation of the merger, Cove's common stock will continue to trade on the OTC Bulletin Board. Upon consummation of the merger, Cove will become a wholly owned subsidiary of Euroseas and Cove's stock will be de-listed and no longer trade on the OTC Bulletin Board. The merger is subject to customary closing conditions.

F-1 Registration Statement - Resale of Shares Issued in Private Placement

In addition, on February 3, 2006, the SEC declared effective Euroseas' F-1 registration statement that registers the re-sale of the Euroseas common stock and shares underlying the warrants issued in connection with Euroseas' $21 million private placement that was consummated on August 25, 2005. In the private placement, Euroseas sold 7,026,993 shares of common stock at a price of $3.00 per share. Investors also received warrants to acquire 1,756,743 shares of common stock at an exercise price of $3.60 per share for a 5-year period. Euroseas is in the process of applying to list its shares of common stock on the OTC Bulletin Board. Once approved, its shares will trade on the OTC Bulletin Board until such time as Euroseas qualifies to list its shares on the Nasdaq National Market.

Declaration of Dividend

On February 7, 2005 the Board of Directors of Euroseas declared a dividend in the amount of $0.06 per share to the shareholders of Euroseas (i) payable on or about March 2, 2006 to those holders of record of common stock of Euroseas on February 28, 2006, and (ii) (A) payable to the stockholders of Cove who are entitled to receive shares of Euroseas in connection with the merger, with such payment being made only to the holders of record of Cove common stock as of the effective date of the merger and such dividend payment being made upon exchange of their Cove shares for shares of Euroseas common stock (assuming such merger is consummated), or (B) payable to Friends Investment Company, Inc. ("Friends") if such merger is not consummated since Friends will be issued the shares that would otherwise been issued in the merger.

Information about Euroseas

Euroseas Ltd. Euroseas Ltd. was formed on May 5, 2005 under the laws of the Republic of the Marshall Islands to consolidate the ship owning interests of the Pittas family of Athens. Euroseas Ltd., through its wholly owned subsidiaries, owns and operates eight drybulk vessels, including four Handysize bulk carriers, three Handysize containerships, and one Panamax drybulk carrier. Euroseas will continue to operate in the drybulk and container shipping markets, with operations managed by Eurobulk Ltd., an affiliated ship management company. Eurobulk will be responsible for the day-to-day commercial and technical management and operations of the vessels. Eurobulk Ltd. is an ISO 9002:2000 certified ship management company and represents four generations of ship management tradition and expertise of the Pittas family dating back to the late 19th century.

Euroseas' five drybulk carrier vessels have total cargo capacity of 190,904 deadweight tons (dwt) and its containerships have cargo capacity of 66,100 dwt and 4,636 twenty-foot equivalent units (teu). Euroseas employs its vessels in the spot and time charter market and through pool arrangements. Presently, six of its vessels are employed under time charters, one is under voyage charter and one vessel is employed in the Baumarine pool that is managed by Klaveness, a major global charterer in the dry bulk area.

Management. Euroseas is managed by Aristides J. Pittas, its Chairman and CEO. Mr. Pittas has 20 years of experience in senior roles within the shipping industry and was formerly Managing Director and Chairman of Eurobulk, and will remain as its Chairman. Anastasios (Tasos) Aslidis, Ph D, is the Chief Financial Officer of Euroseas, and has over 17 years of experience in the shipping industry and was most recently a partner with Marsoft, an international consulting firm focusing on investment and risk management in the maritime industry. Management of Eurobulk will consist of seasoned persons that have over 100 years combined experience in the shipping business and vessel management. Euroseas also has a Board of Directors which is comprised of individuals with senior experience in shipping and related business areas.

Euroseas Dividend Policy. Euroseas plans to distribute, on a quarterly basis, substantially all available cash flow generated by operations less expenses, debt service, reserves for drydocking expenses, special surveys, and after establishing necessary working capital reserves. Necessary working capital reserves will be determined by the business needs, terms of existing credit facilities, growth strategies, and other cash needs as determined by the Board of Directors, or required by prevailing law.

Select Financial Information on Euroseas. Selected financial information for Euroseas for the six months ended June 30, 2005 is as follows:

                          Six Months Ended
                         June 30 (unaudited)
                        2004            2005
Gross revenue       $21,321,769     $23,833,736
Operating income     15,182,539      15,301,112
Net income           14,910,424      14,763,374
Additional Information And Where To Find It

Euroseas has filed registration statements on Form F-4 and F-1 with the SEC. Stockholders are urged to read the registration statements filed with the SEC because they contain important information. Copies of these documents can be obtained from the SEC's web site at http://www.sec.gov, free of charge.

Safe Harbor Statement

This press release contains statements that are forward looking as that term is defined by the United States Private Securities Litigation Reform Act of 1995. These statements are based on current expectations that are subject to risks and uncertainties. Actual results may differ. Readers are referred to Euroseas' most recent reports filed with the SEC.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such jurisdiction.

Visit our website at www.euroseas.gr

Contact Information

  • Company Contact
    Tasos Aslidis
    Chief Financial Officer
    Euroseas Ltd.
    2693 Far View Drive
    Mountainside, NJ 07092
    Tel. (908) 301-9091
    E-Mail: Email Contact

    Investor Relations - Financial Media
    Nicolas Bornozis
    President
    Capital Link, Inc.
    230 Park Avenue - Suite 1536
    New York, NY 10169
    Tel. 212-661-7566
    E-Mail: Email Contact