FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of April 2008
Commission
File Number
TOP
SHIPS INC.
(Translation
of registrant’s name into English)
1
VAS. SOFIAS & MEG.
ALEXANDROU
STREET
151
24, MAROUSSI
ATHENS,
GREECE
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F [ X ] Form 40-F
[ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)7: ___
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes
[ ] No [ X ]
If
“Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): ________.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Attached
to this Form 6-K as Exhibit 1 is the press release issued by Top Ships Inc. (the
“Company”) on March 19, 2008, announcing the approval by the Company’s
shareholders of a 1:3 reverse split of the Company’s common
stock. Attached hereto as Exhibit 2 is the Company’s press release
dated March 19, 2008, announcing the sale of the Suezmax tanker M/T
Faultless. Attached hereto as Exhibit 3 is the Company’s press
release dated March 26, 2008, announcing that the Company has entered into two
new time charter contracts for its Panamax dry bulk vessels.
2
EXHIBIT
1
|
NEWS RELEASE for March
19, 2008 at 4:05 pm
|
||||
|
Contact:
|
Michael
Mason (investors)
|
Stamatis
Tsantanis, CFO
|
||
|
Allen
& Caron Inc
|
TOP
Ships Inc.
|
|||
|
212
691 8087
|
011
30 210 812 8199
|
|||
|
michaelm@allencaron.com
|
snt@topships.org
|
|||
TOP
SHIPS ANNOUNCES 1:3 REVERSE SHARE SPLIT
ATHENS,
GREECE (March 19, 2008). TOP Ships Inc. (NasdaqGS:TOPS) today
announced that at a special meeting of shareholders held on March 13, 2008, the
Company’s shareholders approved a 1:3 reverse stock split. The
reverse share split is expected to be effective on March 20,
2008. Shareholders will receive instructions as to how to exchange
existing share certificates for new certificates representing the post-reverse
split shares.
Additional
information about the reverse stock split is available in the Company’s proxy
statement filed with the Securities and Exchange Commission on February 15,
2008, a copy of which is available at www.sec.gov
or on the Company’s website at www.topships.org.
Computershare
Shareholder Services, Inc. will serve as the Company’s Exchange Agent is
connection with the reverse split.
About TOP Ships
Inc.
TOP
Ships Inc., formerly known as TOP Tankers Inc., is an international provider of
worldwide seaborne crude oil and petroleum products and of drybulk
transportation services. The Company operates a combined tanker and drybulk
fleet as follows:
|
●
|
a
fleet of 18 tankers, consisting of 10 double-hull Suezmax tankers and 8
double-hull Handymax tankers, with a total carrying capacity of
approximately 1.8 million dwt, of which 85% are sister ships. Eleven of
the Company’s 18 tankers are on time charter contracts with an average
initial term of over two years with all but three of the time charters
including profit sharing agreements above their base rates. In addition,
the Company has ordered six newbuilding product tankers, which are
expected to be delivered in the first half of
2009.
|
|
●
|
a
fleet of five drybulk vessels with delivery of one additional drybulk
vessel expected during March/April 2008. Including this vessel,
three of the Company’s six drybulk vessels will have period charter
contracts for an average period of 18
months.
|
3
Forward Looking
Statement
Certain
statements and information included in this release constitute “forward-looking
statements” within the meaning of the Federal Private Securities Litigation
Reform Act of 1995. 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 reflect our current views with
respect to future events and financial performance and may 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.
The
Company desires to take advantage of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and is including this cautionary
statement in connection with this safe harbor legislation. The words “believe,”
“anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,”
“will,” “may,” “should,” “expect,” “pending” and similar expressions identify
forward-looking statements. The forward-looking statements in this press release
are based upon various assumptions, many of which are based, in turn, upon
further assumptions, including without limitation, our 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, other important factors that, in our view,
could cause actual results to differ materially from those discussed in the
forward-looking statements include possible shareholder objections to the
settlement of the class action, possible shareholder opt outs from the
settlement, possible disapproval of the Court of the settlement, possible
shareholder class appeals of the settlement and adverse outcomes on appeal,
general market conditions, including fluctuations in charter rates and vessel
values, changes in the demand for our vessels, potential liability from pending
or future litigation, general domestic and international political conditions,
and other factors. Please see our filings with the Securities and Exchange
Commission for a more complete discussion of these and other risks and
uncertainties.
4
EXHIBIT
2
|
NEWS RELEASE for March
19, 2008
|
||||
|
Contact:
|
Michael
Mason (investors)
|
Stamatis
Tsantanis, CFO
|
||
|
Allen
& Caron Inc
|
TOP
Ships Inc.
|
|||
|
212
691 8087
|
011
30 210 812 8199
|
|||
|
michaelm@allencaron.com
|
snt@topships.org
|
|||
TOP
SHIPS ANNOUNCES SALE OF THE M/T FAULTLESS
ATHENS,
GREECE (March 19, 2008). TOP Ships Inc. (NasdaqGS:TOPS) announced
today that it has entered into an agreement to terminate its bare-boat charter
for the Suezmax tanker Faultless (DWT 154,970, built 1992), after sale of the
vessel from its owners to a third party.
The
deferred gain from the original sale of approximately $4.2 million will be
recognized upon delivery of the vessel to its new owners, which is expected to
occur in late March 2008.
Evangelos
J. Pistiolis, President and CEO of TOP Ships Inc. commented: “The unwinding of
an additional Suezmax leasing contract is another step towards reducing our
financial expenditure and disposing our older tonnage. We will continue to
pursue further such opportunities, which we believe will enhance shareholder
value.”
About TOP Ships
Inc.
TOP
Ships Inc., formerly known as TOP Tankers Inc., is an international provider of
worldwide seaborne crude oil and petroleum products and of drybulk
transportation services. Upon
delivery of the Faultless to its new owners, the Company will operate a
combined tanker and drybulk fleet as follows:
|
·
|
a
fleet of 17 tankers, consisting of 9 double-hull Suezmax tankers and 8
double-hull Handymax tankers, with a total carrying capacity of
approximately 1.8 million dwt, of which 85% are sister ships. Twelve of
the Company’s 17 tankers are on time charter contracts with an average
initial term of over two years with all but three of the time charters
including profit sharing agreements above their base rates. In addition,
the Company has ordered six newbuilding product tankers, which are
expected to be delivered in the first half of
2009.
|
|
●
|
a
fleet of five drybulk vessels with delivery of one additional drybulk
vessel expected during March/April 2008. Including this vessel,
three of the Company’s six drybulk vessels will have period charter
contracts for an average period of 18
months.
|
5
Forward Looking
Statement
Certain
statements and information included in this release constitute “forward-looking
statements” within the meaning of the Federal Private Securities Litigation
Reform Act of 1995. 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 reflect our current views with
respect to future events and financial performance and may 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.
The
Company desires to take advantage of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and is including this cautionary
statement in connection with this safe harbor legislation. The words “believe,”
“anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,”
“will,” “may,” “should,” “expect,” “pending” and similar expressions identify
forward-looking statements. The forward-looking statements in this press release
are based upon various assumptions, many of which are based, in turn, upon
further assumptions, including without limitation, our 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, other important factors that, in our view,
could cause actual results to differ materially from those discussed in the
forward-looking statements include possible shareholder objections to the
settlement of the class action, possible shareholder opt outs from the
settlement, possible disapproval of the Court of the settlement, possible
shareholder class appeals of the settlement and adverse outcomes on appeal,
general market conditions, including fluctuations in charter rates and vessel
values, changes in the demand for our vessels, potential liability from pending
or future litigation, general domestic and international political conditions,
and other factors. Please see our filings with the Securities and Exchange
Commission for a more complete discussion of these and other risks and
uncertainties.
6
EXHIBIT
3
|
NEWS RELEASE for March
26, 2008
|
||||
|
Contact:
|
Michael
Mason (investors)
|
Stamatis
Tsantanis, CFO
|
||
|
Allen
& Caron Inc
|
TOP
Ships Inc.
|
|||
|
212
691 8087
|
011
30 210 812 8199
|
|||
|
michaelm@allencaron.com
|
snt@topships.org
|
|||
TOP
SHIPS ANNOUNCES TWO NEW TIME-CHARTER CONTRACTS FOR ITS PANAMAX DRYBULK
VESSELS
ATHENS,
GREECE (March 26, 2008). TOP Ships Inc. (NasdaqGS:TOPS) announced today that it
has entered into a time-charter contract with a Korean charterer for the M/V
Cyclades, a 75,681 DWT Panamax drybulk vessel, built in 2000 in
Japan.
The
vessel is expected to commence the new time-charter in mid-April 2008 for a
period of three years at a gross rate of $54,250 per day.
Additionally,
the Company announced today that it has entered into a time-charter contract
with a European charterer for the M/V Astrale, a 75,933 DWT Panamax drybulk
vessel, built in 2000 in Japan.
The
vessel is expected to commence the new time-charter in mid-April 2008, after its
delivery to the Company, for a period of one year at a gross rate of $72,000 per
day.
Evangelos
J. Pistiolis, President and CEO of TOP Ships Inc. commented: “Consistent with
our commitment to secure strong revenues from our new investment in the dry bulk
sector, we have entered into two period agreements for one and three years. We
are also pursuing opportunities to fix our sixth drybulk vessel on a period
charter.”
About TOP Ships
Inc.
TOP
Ships Inc., formerly known as TOP Tankers Inc., is an international provider of
worldwide seaborne crude oil and petroleum products and of drybulk
transportation services. The Company operates a combined tanker and drybulk
fleet as follows:
|
·
|
a
fleet of 17 tankers, consisting of 9 double-hull Suezmax tankers and 8
double-hull Handymax tankers, with a total carrying capacity of
approximately 1.8 million dwt, of which 85% are sister ships. Twelve of
the Company’s 17 tankers are on time charter contracts with an average
initial term of over two years with all but three of the time charters
including profit sharing agreements above their base rates. In addition,
the Company has ordered six newbuilding product tankers, which are
expected to be delivered in the first half of
2009.
|
7
|
·
|
a
fleet of five drybulk vessels with delivery of one additional drybulk
vessel expected during April 2008. Including this vessel, five
of the Company’s six drybulk vessels will have period charter contracts
for an average period of 20 months.
|
Forward Looking
Statement
Certain
statements and information included in this release constitute “forward-looking
statements” within the meaning of the Federal Private Securities Litigation
Reform Act of 1995. 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 reflect our current views with
respect to future events and financial performance and may 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.
The
Company desires to take advantage of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and is including this cautionary
statement in connection with this safe harbor legislation. The words “believe,”
“anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,”
“will,” “may,” “should,” “expect,” “pending” and similar expressions identify
forward-looking statements. The forward-looking statements in this press release
are based upon various assumptions, many of which are based, in turn, upon
further assumptions, including without limitation, our 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, other important factors that, in our view,
could cause actual results to differ materially from those discussed in the
forward-looking statements include possible shareholder objections to the
settlement of the class action, possible shareholder opt outs from the
settlement, possible disapproval of the Court of the settlement, possible
shareholder class appeals of the settlement and adverse outcomes on appeal,
general market conditions, including fluctuations in charter rates and vessel
values, changes in the demand for our vessels, potential liability from pending
or future litigation, general domestic and international political conditions,
and other factors. Please see our filings with the Securities and Exchange
Commission for a more complete discussion of these and other risks and
uncertainties.
8
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.
TOP
SHIPS INC.
(registrant)
|
Dated: April
7, 2008
|
By:
|
/s/
Evangelos J. Pistiolis
|
||
|
Evangelos
J. Pistiolis
|
||||
|
Chief
Executive Officer
|