UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EUROSEAS LTD.
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(Exact name of Issuer as specified in its charter)
Republic of the Marshall Islands N/A
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(State of incorporation or organization) (IRS Employer Identification No.)
Aethrion Center
40 Ag. Konstantinou Street
151 24 Maroussi, Greece
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c) please check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(d), please check the following box. |_|
Securities Act registration statement file number to which this form relates:
NOS. 333-129144, 333-129145 and 333-138780 (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class if to be registered
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Common stock, par value $0.03 per share The NASDAQ Stock Market LLC
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of class)
Item 1. Description of Registrants Securities to be Registered.
The class of securities to be registered hereunder is Common Stock,
$0.03 par value per share, of Euroseas Ltd. (the "Registrant"). The
descriptions of capital stock set forth under the caption "Description
of Euroseas Securities" in the Prospectus included in the Registrant's
Registration Statement on Form F-1 (No. 333-129145), and the
Prospectus included in the Registrant's Registration Statement on Form
F-4 (No. 333-129144), each as filed with the Securities and Exchange
Commission on October 20, 2005 and amended on December 5, 2005,
January 19, 2006, February 1, 2006 and February 3, 2006, is
incorporated herein by reference. The description of capital stock set
forth under the caption "Description of Capital Stock" in the
Prospectus included in the Registrant's Registration Statement on Form
F-1 (No. 333-138780), as filed with the Securities and Exchange
Commission on November 17, 2006 and amended on January 10, 2007,
January 16, 2007, January 17, 2006 and January 29, 2007, is also
incorporated herein by reference (as amended, the "Registration
Statements").
Item 2. Exhibits.
The following exhibits to this Form 8-A have been previously filed as exhibits
to the Registrant's Registration Statements and are hereby incorporated by
reference herein:
No. Exhibit
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3.2 Bylaws of the Registrant
3.3 Articles of Incorporation, as amended by the Articles of Amendment of
the Registrant
4.1 Specimen of Common Stock Certificate of the Registrant
4.2 Form of Securities Purchase Agreement
4.3 Form of Registration Rights Agreement
4.4 Form of Warrant
4.5 Registration Rights Agreement between the Registrant and Friends
Investment Company Inc., dated November 2, 2005
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Dated: January 30, 2007 EUROSEAS LTD.
By: /s/ Aristides J. Pittas
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Name: Aristides J. Pittas
Title: President
SK 02558 0004 742927