Attached files
| file | filename |
|---|---|
| EX-10.2 - EXPLORER AGREEMENT - Seven Seas Cruises S. DE R.L. | exhibit102232014.htm |
| EX-31.2 - CEO CERTIFICATION - Seven Seas Cruises S. DE R.L. | exhibit311ceocertification.htm |
| EX-31.2 - CFO CERTIFICATION - Seven Seas Cruises S. DE R.L. | exhibit312cfocertification.htm |
| EX-32.02 - CFO CERTIFICATION - Seven Seas Cruises S. DE R.L. | exhibit322section906cert23.htm |
| EX-32.2 - CEO CERTIFICATION - Seven Seas Cruises S. DE R.L. | exhibit321section906certif.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 333-178244
Seven Seas Cruises S. DE R.L.
(Exact Name of Registrant as Specified in Its Charter)
Republic of Panama | 75-3262685 | |
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) | |
8300 NW 33rd Street, Suite 100 Miami, FL 33122 |
(Address of Principal Executive Offices) (Zip Code) |
Registrant's telephone number, including area code: (305) 514-2300
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x*
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
* The registrant became subject to the filing requirements of Section 15(d) of the Securities Exchange Act of 1934 on May 10, 2012. The registrant filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the period it was required to file such reports and during the preceding 12 months notwithstanding that the registrant is no longer required to file such reports.
EXPLANATORY NOTE
Seven Seas Cruises S. DE R.L. (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q (the “Original Report”) solely to re-file Exhibit 10.2 to the Original Report in response to comments from the Securities and Exchange Commission (the “SEC”) regarding a confidential treatment request submitted to the SEC with respect to Exhibit 10.2 of Item 6 of Part II of the Original Report, which is hereby amended to include a revised redacted version of Exhibit 10.2.
No other changes have been made to the Original Report. This Amendment No. 1 speaks as of the original filing date of the Original Report and does not reflect any events that occurred at a date subsequent to the filing of the Original Report or modify or update those disclosures therein in any way. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Report.
2
Item 6. Exhibits.
INDEX TO EXHIBITS | |||||||||
Exhibit Number | Incorporated by Reference | Filed/Furnished Herewith | |||||||
Exhibit Description | Form | Exhibit | Filing Date | ||||||
10.1 | Newbuild Contract – Seven Seas Explorer *† | ||||||||
10.2 | Financing Contract – Seven Seas Explorer * | X | |||||||
Rule 13a-14(a)/15d-14(a) Certifications | |||||||||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||
Section 1350 Certifications | |||||||||
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||
XBRL Documents | |||||||||
101.INS | XBRL Instance Document † | ||||||||
101.SCH | XBRL Taxonomy Schema † | ||||||||
101.CAL | XBRL Taxonomy Calculation Linkbase † | ||||||||
101.DEF | XBRL Taxonomy Definition Linkbase † | ||||||||
101.LAB | XBRL Taxonomy Label Linkbase † | ||||||||
101.PRE | XBRL Taxonomy Presentation Linkbase † | ||||||||
* - Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this Quarterly Report and have been filed separately with the SEC.
† - Previously filed as an exhibit to the Original Report.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Seven Seas Cruises S. DE R.L.
(Registrant)
Date: February 3, 2014 | /s/ FRANK J. DEL RIO |
Frank J. Del Rio, Chairman and Chief Executive Officer
Date: February 3, 2014 | /s/ JASON M. MONTAGUE |
Jason M. Montague, Executive Vice President and Chief Financial Officer
4