d782219.htm
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 June 2007
Commission
File Number 000-50859
TOP
TANKERS INC.
(Translation
of registrant’s name into English)
1
VAS.
SOFIAS & MEG. ALEXANDROU STREET
MAROUSSI
ATHENS
151 24
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 report on Form 6-K as Exhibit 1 is a letter to the shareholders of
TOP
Tankers Inc. (the “Company”) regarding the Notice of the Annual Meeting of
Shareholders of the Company. Attached as Exhibit 2 is the Notice of
the Annual Meeting of Shareholders of the Company. Attached as
Exhibit 3 is the Form of Proxy for the Annual Meeting of Shareholders of
the
Company. Attached as Exhibit 4 is the Proxy Statement for the Annual
Meeting of Shareholders of the Company.
Exhibit
1
May
7, 2007
TO
THE SHAREHOLDERS OF TOP TANKERS INC.
Enclosed
is a Notice of the Annual
Meeting of Shareholders of TOP Tankers Inc. (the “Company”) which will be held
at the Pentelikon Hotel, 6 Deligianni Street, Kefalari, Kifissia, Athens, Greece
on June 28, 2007 at 1300 hours.
At
this Annual Meeting (the “Meeting”),
shareholders of the Company will consider and vote upon proposals:
|
1.
|
To
elect three Class III Directors to serve until the 2010 Annual Meeting
of
Shareholders (“Proposal One”);
|
|
2.
|
To
approve a reverse split of the Company’s common stock at a ratio of 2 to 1
and the related amendment to the Company’s Amended and Restated Articles
of Incorporation, attached hereto as Exhibit A (“Proposal
Two”);
|
|
3.
|
To
ratify the appointment of Deloitte (Greece) as the Company’s independent
auditors for the fiscal year ending December 31, 2007 (“Proposal Three”);
and
|
|
4.
|
To
transact other such business as may properly come before the meeting
or
any adjournment thereof.
|
Adoption
of Proposal One requires the
affirmative vote of a plurality of votes cast by shareholders entitled to vote
and voting at the Meeting. Adoption of Proposal Two requires the affirmative
vote of a majority of all outstanding shares entitled to vote at the
Meeting. Adoption of Proposal Three requires the affirmative vote of
a majority of votes cast by shareholders entitled to vote and voting at the
Meeting.
You
are cordially invited to attend the
Meeting in person. If you attend the Meeting, you may revoke your proxy and
vote
your shares in person.
1
Vas.
Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30
210 812 8300, Fax: +30 210 614
1203
e-mail:
am@toptankers.com –
www.toptankers.com
IT
IS IMPORTANT TO
VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE,
WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. THE
VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR
EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY
RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS LISTED
IN
THE PROXY STATEMENT.
Very
truly yours,
Evangelos
J. Pistiolis
Chief
Executive
Officer
Exhibit
2
TOP
TANKERS INC.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
June
28, 2007
NOTICE
IS
HEREBY given that the Annual Meeting of the shareholders of TOP Tankers Inc.
(the “Company”) will be held on June 28, 2007, at 1300 hours, at the Pentelikon
Hotel, 6 Deligianni Street, Kefalari, Kifissia, Athens, Greece, for the
following purposes, of which item 1 is more completely set forth in the
accompanying Proxy Statement:
1.
|
To
elect three Class III Directors to serve until the 2010 Annual Meeting
of
Shareholders (“Proposal One”);
|
2.
|
To
approve the reverse split of the Company’s common shares at a ratio of 2
to 1 and the related amendment to the Company’s Amended and Restated
Articles of Incorporation, attached hereto as Exhibit A (“Proposal
Two”);
|
3.
|
To
ratify the appointment of Deloitte (Greece) as the Company’s independent
auditors for the fiscal year ending December 31, 2007 (“Proposal
Three”);
|
4.
|
To
transact other such business as may properly come before the meeting
or
any adjournment thereof.
|
The
Board
of Directors has fixed the close of business on May 4, 2007 as the record date
for the determination of the shareholders entitled to receive notice and to
vote
at the Annual Meeting or any adjournment thereof.
IT
IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED
STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR
COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE
APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE
VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY
STATEMENT.
1
Vas.
Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30
210 812 8300, Fax: +30 210 614
1203
e-mail:
am@toptankers.com –
www.toptankers.com
If
you
attend the annual meeting, you may revoke your proxy and vote in
person.
BY
ORDER
OF THE BOARD OF DIRECTORS
Eirini
Alexandropoulou
Secretary
May 7,
2007
Athens,
Greece
Exhibit
3
[FRONT
OF PROXY
CARD]
IF
YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
[LOGO]
Proxy – Top
Tankers Inc.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TOP TANKERS
INC.
The
undersigned hereby appoints Evangelos J. Pistiolis, Stamatios N. Tsantanis
and
Eirini Alexandropoulou, and each of them, with power to act without the other
and with power of substitution, as proxies and attorneys-in-fact and hereby
authorizes them to represent and vote, as provided on the other side, all
shares
of TOP Tankers Inc. Common Stock which the undersigned is entitled to vote,
and,
in their discretion, to vote upon such other business as may properly come
before the Annual Meeting of Stockholders of TOP Tankers Inc. to be held
June
28, 2007 or any adjournment thereof, with all powers which the undersigned
would
possess if present at the Meeting.
THIS
PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED
“FOR” THE PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
(Continued,
and to be marked, dated and signed, on the other side.)
[REVERSE
OF PROXY CARD]
Electronic
Voting Instructions
You
can vote by Internet or telephone!
Available
24 hours a day, 7 days a week!
Instead
of mailing your proxy, you may choose one of the two voting methods outlined
below to vote your proxy.
VALIDATION
DETAILS ARE LOCATED BELOW IN THE TITLE BAR
Proxies
submitted by the Internet or telephone must be received by 1:00a.m., Central
Time, on June 28, 2007.
Vote
by Internet
·
|
Log
on to the Internet and go to www.investorvote.com
|
·
|
Follow
the steps outlined on the secured
website.
|
Vote
by telephone
·
|
Call
toll free 1-800-652-VOTE (8683) within the United States, Canada
&
Puerto Rico any time on a touch tone telephone. There is NO
CHARGE to you for the call.
|
·
|
Follow
the instructions provided by the recorded
message.
|
Annual
Meeting Proxy Card
IF
YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE.
A Proposals
– The Board of Directors recommends a vote FOR all the nominees listed
and FOR Proposals 2 – 3.
1. Election
of Directors:
01
–
Evangelos
J.
Pistiolis* □ For □ Withhold
02
–
Stamatios
N.
Tsantanis* □ For □ Withhold
03
–
Vangelis
G.
Ikonomou* □ For □ Withhold
*To
elect
three Class III Directors to serve untill the 2010 Annual Meeting of
Shareholders.
2.
|
To
approve the reverse split of the Company’s common stock at a ratio of 2 to
1 and the related amendment to the Company’s Amended & Restated
Articles of Incorporation.
|
□ For
|
□ Against
|
□ Abstain
|
3.
|
To
ratify the appointment of Deloitte, Hadjipavlou, Sofianos & Cambanis
S.A. as the Company’s independent auditors for the fiscal year ending
December 31, 2007.
|
□ For
|
□ Against
|
□ Abstain
|
4.
|
To
transact other business as may properly come before the meeting
or any
adjournment thereof.
|
B Non-Voting
Items
Change
of
Address – Please print new address below.
________________________
Meeting
Attendance
Mark
box
to the right if you plan to attend the Annual
Meeting □
C Authorized
Signatures – This section must be completed for your vote to be
counted. - Date and Sign Below
Please
sign exactly as name(s) appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, corporate
officer, trustee, guardian, or custodian, please give full title.
Date
(mm/dd/yyyy) – Please print date below.
________________________
Signature
1 – Please keep signature within the box.
________________________
Signature
2 – Please keep signature within the box.
________________________
Exhibit
4
TOP
TANKERS INC.
1
VAS. SOFIAS & MEG. ALEXANDROU STREET
MAROUSSI
ATHENS
151 24, GREECE
______________________
PROXY
STATEMENT
FOR
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON JUNE 28, 2007
________________________
INFORMATION
CONCERNING SOLICITATION AND VOTING
GENERAL
The
enclosed proxy is solicited on behalf of the Board of Directors (the “Board” or
the “Directors”) of TOP Tankers Inc., a Marshall Islands corporation (the
“Company”), for use at the Annual Meeting of Shareholders to be held at the
Pentelikon Hotel, 6 Deligianni Street, Kefalari, Kifissia, Athens, Greece,
on
June 28, 2007, at 1300 hours, or at any adjournment or postponement thereof
(the
“Meeting”), for the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Shareholders. This Proxy Statement and the
accompanying form of proxy are expected to be mailed on or about May 17, 2007,
to shareholders of the Company entitled to vote at the Meeting.
VOTING
RIGHTS AND OUTSTANDING SHARES
The
outstanding voting securities of the Company on May 4, 2007 (the “Record Date”),
consisted of 32,429,105 shares of common stock, par value $0.01 (the “Common
Shares”). Each shareholder of record at the close of business on the
Record Date is entitled to one vote for each Common Share then
held. One or more shareholders representing at least a majority of
the total voting rights of the Company present in person or by proxy at the
Meeting shall be a quorum for the purposes of the Meeting. The Common
Shares represented by any proxy in the enclosed form will be voted in accordance
with the instructions given on the proxy if the proxy is properly executed
and
is received by the Company prior to the close of voting at the Meeting or any
adjournment or postponement thereof. Any proxies returned without
instructions will be voted FOR the proposals set forth on the Notice of Annual
Meeting of Shareholders.
1
Vas.
Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30
210 812 8300, Fax: +30 210 614
1203
e-mail:
am@toptankers.com –
www.toptankers.com
The
Common Shares are listed on the Nasdaq National Market (“Nasdaq”) under the
symbol “TOPT.”
REVOCABILITY
OF PROXIES
A
shareholder giving a proxy may revoke it at any time before it is
exercised. A proxy may be revoked by filing with the Secretary of the
Company at the Company’s registered office, 1 Vas. Sofias & Meg. Alexandrou
Str., Maroussi - Athens 151 24, Greece, a written notice of revocation by a
duly
executed proxy bearing a later date, or by attending the Meeting and voting
in
person.
PROPOSAL
ONE
ELECTION
OF DIRECTORS
The
Company currently has seven directors. As provided in the Company’s
Amended and Restated Articles of Incorporation, each Director is elected to
serve for a three year term.
Accordingly,
the Board of Directors has nominated Evangelos J. Pistiolis, Stamatios N.
Tsantanis and Vangelis G. Ikonomou, all Class III Directors, for re-election
as
directors whose term would expire at the 2010 Annual Meeting.
Unless
the proxy is marked to indicate that such authorization is expressly withheld,
the persons named in the enclosed proxy intend to vote the shares authorized
thereby FOR the election of the following three nominees. It is
expected that each of these nominees will be able to serve, but if before the
election it develops that the nominees are unavailable, the persons named in
the
accompanying proxy will vote for the election of such substitute nominees as
the
current Board of Directors may recommend.
Nominees
for Election to the Company’s Board of Directors
Information
concerning the nominee for Director of the Company is set forth
below:
|
Name |
Age
|
Position
|
|
Evangelos
J. Pistiolis
|
34
|
Director,
President and Chief Executive Officer
|
|
Stamatios
N. Tsantanis
|
35
|
Director
and Chief Financial Officer
|
|
Vangelis
G. Ikonomou
|
42
|
Director
and Executive Vice
President
|
Evangelos
J. Pistiolis
founded our Company in 2000, is our President and Chief Executive Officer and
has served on our board of directors since July 2004. Mr. Pistiolis graduated
from Southampton Institute of Higher Education in 1999 where he studied shipping
operations and from Technical University of Munich in 1994 where he earned
a
bachelor’s degree in mechanical engineering. Mr. Pistiolis’s career in shipping
started in 1992 when he was involved with the day to day operations of a small
fleet of drybulk carriers. From 1994 through 1995 he worked at Howe Robinson
& Co. Ltd., a London shipbroker specializing in container vessels. While
studying at the Southampton Institute of Higher Education, Mr. Pistiolis oversaw
the daily operations of Compass United Maritime Container Vessels, a ship
management company located in Greece.
Stamatios
N. Tsantanis
is our Chief Financial Officer and has served on our board of directors since
July 2004. From 1999 to 2004, Mr. Tsantanis was employed by Alpha Finance,
a
member of the Alpha Bank group, a leading Greek financial institution. In his
capacity as a senior investment banker at Alpha Finance Mr. Tsantanis
participated in a number of equity, debt and convertible securities offerings
in
Europe and the United States in the transportation sector and shipping in
particular. Prior to his tenure at Alpah Finance, Mr. Tsantanis worked in the
operations department of Athlomar Shipping and Trading. Mr. Tsantanis holds
a
Masters degree in Shipping Trade and Finance from the City University Business
School in London, and a Bachelors degree in Shipping Economics from the
University of Piraeus.
Vangelis
G. Ikonomou
is our Executive Vice President and has served on our board of
directors since July 2004. Prior to joining the Company, Mr. Ikonomou was the
Commercial Director of Primal Tankers Inc. From 2000 to 2002, Mr. Ikonomou
worked with George Moundreas & Company S.A. where he was responsible for the
purchase and sale of second-hand vessels and initiated and developed a shipping
industry research department. From 1993 to 2000, Mr. Ikonomou worked, for
Eastern Mediterranean Maritime Ltd., a ship management company in Greece, in
the
commercial as well as the safety and quality departments. Mr. Ikonomou holds
a
Masters degree in Shipping Trade and Finance from the City University Business
School in London, a Bachelors degree in Business Administration from the
University of Athens in Greece and a Navigation Officer Degree from the Higher
State Merchant Marine Academy in Greece.
Audit
Committee. The Company’s Board of Directors has established an
Audit Committee, consisting of three members, which is responsible for reviewing
the Company’s accounting controls and the appointment of the Company’s outside
auditors. The Audit Committee currently consists of Messrs.
Christopher Thomas, Michael Docherty and Roy Gibbs. As the
Company is a foreign private issuer, it is exempt from the corporate governance
rules of the Nasdaq National Market, other than the Audit Committee
requirement.
Required
Vote. Approval of Proposal One will require the affirmative vote
of the plurality of the votes cast by shareholders entitled to vote and voting
at the Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED
DIRECTORS. PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF
SUCH PROPOSED DIRECTORS UNLESS A CONTRARY VOTE IS
SPECIFIED.
PROPOSAL
TWO
APPROVAL
OF REVERSE SPLIT OF
COMPANY’S
SHARES
The
Board believes it would be in the
best interests of the Company and its shareholders to adopt an amendment to
the
Company’s Amended and Restated Articles of Incorporation that will effect a
reverse stock split in which every two shares issued and outstanding shares
of
common stock will be converted into one share. The number of
authorized shares that the Company may issue will remain the same as will the
par value of the common stock, which is $.01 per share.
The
amendment that will effect the
reverse split will be, by its terms, effective as of July 2, 2007. The language
which will amend Section D of the Company’s Amended and Restated Articles of
Incorporation is attached to this proxy statement as Exhibit A.
Purpose
and Background of the Reverse Split
Our
primary objective in proposing
the reverse split is to increase the liquidity of our Common
Shares. We believe that certain securities firms fail to follow and
research companies having lower-priced securities. Those firms also may
discourage their registered representatives from recommending the purchase
of
lower-priced securities. In addition, the policies and practices of some
brokerage houses tend to discourage individual brokers within those firms from
dealing in lower priced stocks. Some of these policies and practices relate
to
the payment of brokers' commissions and to time-consuming procedures that tend
to make the handling of lower-priced stocks economically unattractive to
brokers. Many of these factors relate to stocks that trade for less than $5.00
per share and we believe it is advisable to proceed with the reverse split
so as
to increase the likelihood that the price of our common stock will exceed $5.00
per share.
We
expect that the decrease in the
number of our common shares outstanding as a consequence of the reverse split
and the anticipated increase in the price per share will encourage greater
interest in our common shares by the financial community and the investing
public and possibly promote greater liquidity for our stockholders with respect
to those Common Shares presently held by them. However, the possibility also
exists that liquidity may be adversely affected by the reduced number of Common
Shares that would be outstanding if the reverse split is
effectuated.
There
can be no assurance that the
reverse split will achieve any of the desired results. There also can be no
assurance that the price per share of our common stock immediately after the
reverse split will increase proportionately with the reverse split, or that
any
increase will be sustained for any period of time.
Procedure
for Exchange of Stock Certificates
As
soon
as practicable after the effective date of the reverse split, our shareholders
will be notified that the reverse stock split has been effected. We expect
that
our transfer agent will act as exchange agent for purposes of implementing
the
exchange of share certificates. Holders of pre-split shares will be asked to
surrender to the exchange agent certificates representing pre-split shares
in
exchange for certificates representing post-split shares or, in the case of
non-certificated shares, such proof of ownership as required by the exchange
agent, in accordance with the procedures to be set forth in a letter of
transmittal we will send to our shareholders. No new certificates will be issued
to a shareholder until such shareholder has surrendered such shareholder's
outstanding certificate(s) together with the properly completed and executed
letter of transmittal to the exchange agent. Any pre-split shares submitted
for
transfer, whether pursuant to a sale or other disposition, or otherwise, will
automatically be exchanged for post-split shares. SHAREHOLDERS SHOULD NOT
DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL
REQUESTED TO DO SO.
Fractional
Shares
No
fractional shares will be created or issued in connection with the reverse
stock
split. Shareholders of record who otherwise would be entitled to receive
fractional shares because
they hold a number of pre-split shares not evenly divisible by the number of
pre-split shares for which each post-split share is to be exchanged, will be
entitled, upon surrender to the exchange agent of certificates representing
such shares or, in the case of non-certificated shares, such proof of ownership
as required by the exchange agent, to a cash payment in lieu thereof at a price
equal to the fraction to which the stockholder would otherwise be entitled
multiplied by the closing price of the common stock on the NASDAQ Global Market
on the last trading day prior to the effective date of the split as adjusted
for
the reverse stock split as appropriate or, if such price is not available,
a
price determined by the board of directors. The ownership of a fractional
interest will not give the holder thereof any voting, dividend or other rights
except to receive payment thereof as described herein.
Required
Vote. Approval of Proposal Two will require the affirmative vote
of a majority of all outstanding shares entitled to vote at the
Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE REVERSE
SPLIT OF THE COMPANY’S SHARES. UNLESS REVOKED AS PROVIDED ABOVE,
PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS
A
CONTRARY VOTE IS SPECIFIED.
PROPOSAL
THREE
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
AUDITORS
The
Board is submitting for
ratification at the Meeting the selection of Deloitte, Hadjipavlou, Sofianos
& Cambanis S.A. (“Deloitte”) as the Company's independent auditors for the
fiscal year ending December 31, 2007.
Deloitte
has advised the Company that
Deloitte does not have any direct or indirect financial interest in the Company,
nor has such firm had any such interest in connection with the Company other
than in its capacity as the Company's independent auditors.
All
services rendered by the
independent auditors are subject to review by the Audit Committee.
Required
Vote. Approval of Proposal Three will require the affirmative
vote of the majority of the votes cast by shareholders entitled to vote and
voting at the meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT
OF DELOITTE, HADJIPAVLOU, SOFIANOS & CAMBANIS S.A. AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007. UNLESS
REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN
FAVOR
OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
SOLICITATION
The
cost
of preparing and soliciting proxies will be borne by the
Company. Solicitation will be made primarily by mail, but
shareholders may be solicited by telephone, telegraph, or personal
contact.
EFFECT
OF ABSTENTIONS
Abstentions
will not be counted in determining whether Proposal One or Three have been
approved.
OTHER
MATTERS
No
other
matters are expected to be presented for action at the
Meeting. Should any additional matter come before the Meeting, it is
intended that proxies in the accompanying form will be voted in accordance
with
the judgment of the person or persons named in the proxy.
By
Order
of the Directors
Eirini
AlexandropoulouSecretary
May
7,
2007
Athens,
Greece
EXHIBIT
A
If
Proposal Two is adopted by the affirmative vote of a majority of all shares
entitled to vote at the meeting, Section D of the Company’s Amended and Restated
Articles of Incorporation will be amended to include the following language
in
order to give effect to a 2 to 1 reverse split of the Company’s Common
Stock.
“Effective
with the commencement of business on July 2, 2007, the Company has effected
a 2
to 1 reverse stock split as to its issued and outstanding Common Stock, pursuant
to which the number of issued and outstanding shares of Common Stock shall
decrease from 32,429,105 to 16,214,552 [as adjusted for the cancellation of
fractional shares]. The reverse stock split shall not change the
number of registered shares of Common Stock the Company is authorized to issue
or the par value of the Common Stock. The stated capital of the
Company is hereby reduced from $324,291.05 to $162,145.52 [as adjusted for
the
cancellation of the fractional shares] and the amount of $162,146.53 [as
adjusted for the cancellation of fractional shares] is allocated to
surplus.”
SK
23116 0001
782219
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
TANKERS INC.
(registrant)
Dated: June
11,
2007 By: /s/
Evangelos J. Pistiolis
Evangelos J. Pistiolis
Chief
Executive Officer