d839552_6-k.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 December 2007
Commission
File Number
TOP
TANKERS 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 report on Form 6-K as Exhibit 1 is the press release issued by Top
Tankers Inc. (the “Company”) on December 17, 2007, announcing the results
of the Special Meeting of the Company's Shareholders that was held on
December 13, 2007. Attached hereto as Exhibit 2 is the Company’s press
release dated December 17, 2007, announcing the sale of the M/T
Noiseless.
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EXHIBIT
1
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NEWS
RELEASE for December 17, 2007
Contact:
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Michael
Mason (investors)
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Stamatis
Tsantanis, CFO
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Allen
& Caron Inc
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TOP
Ships Inc.
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212
691 8087
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011
30 210 812 8199
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michaelm@allencaron.com
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snt@toptankers.com
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TOP
SHIPS ANNOUNCES THE RESULTS OF ITS
SPECIAL
SHAREHOLDERS MEETING
ATHENS,
GREECE (December 17, 2007) TOP Ships Inc (NasdaqGS:TOPT) (the
“Company”) today announced the results of its special shareholders
meeting. At the meeting, the amendment to Section A of the Company’s
Amended and Restated Articles of Incorporation to change the name of the Company
to “TOP SHIPS INC.” was approved by holders of approximately 70% of
the Company’s outstanding common shares. While a majority of
those voting supported the proposal to reduce the quorum requirement for
shareholders meetings, that proposal did not garner the requisite affirmative
majority of the Company’s total outstanding common shares.
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 fleet of 20 tankers, consisting
of 12 double-hull Suezmax tankers and 8 double-hull Handymax tankers, with
a
total carrying capacity of approximately 2.2 million dwt, of which 87% are
sister ships, and one drybulk vessel. It expects delivery of five more drybulk
vessels between December 2007 and March 2008. Thirteen of the
Company’s 20 tankers will be on time charter contracts with an average initial
term of over three years with all but three of the time charters including
profit sharing agreements. Three of the Company’s drybulk vessels will have
period charter contracts for an average period of 18 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 the strength of world economies and
currencies, general market conditions, including fluctuations in charter rates
and vessel values, failure of a seller to deliver one or more vessels or of
a
buyer to accept delivery of one or more vessels, inability to procure
acquisition financing, default by one or more charterers of our ships, changes
in the demand for crude oil and petroleum products, changes in demand for dry
bulk shipping capacity, changes in our operating expenses, including bunker
prices, drydocking and insurance costs, the market for our vessels, availability
of financing and refinancing, changes in governmental rules and regulations
or
actions taken by regulatory authorities, potential liability from pending or
future litigation, general domestic and international political conditions,
potential disruption of shipping routes due to accidents or political events,
vessels breakdowns and instances of off-hires 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.
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EXHIBIT
2
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NEWS
RELEASE for December 17, 2007
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@toptankers.com
|
TOP
SHIPS ANNOUNCES SALE OF THE M/T NOISELESS
ATHENS,
GREECE (December 17, 2007) … TOP Ships Inc. (Nasdaq:TOPT), announced today the
sale of Noiseless, a 149,599 Dwt, double-hull Suezmax tanker built in
1992. The sale will result in a book profit, which will be recognized in the
first quarter of 2008. The vessel is expected to be delivered to its new owners
by the end of January 2008.
The
Company said that the net proceeds of the sale may be applied to acquisitions
and general corporate purposes.
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 Noiseless to its new owners,
the
Company will operate a fleet of 19 tankers, consisting of 11 double-hull Suezmax
tankers and 8 double-hull Handymax tankers, with a total carrying capacity
of
approximately 2.0 million dwt, of which 78% are sister ships, and one drybulk
vessel. It expects delivery of five more drybulk vessels between December 2007
and March 2008. Thirteen of the Company’s 19 tankers will be on time
charter contracts with an average initial term of over three years with all
but
three of the time charters including profit sharing agreements. Three of the
Company’s drybulk vessels will have period charter contracts for an average
period of 18 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 the strength of world economies and
currencies, general market conditions, including fluctuations in charter rates
and vessel values, failure of a seller to deliver one or more vessels or of
a
buyer to accept delivery of one or more vessels, inability to procure
acquisition financing, default by one or more charterers of our ships, changes
in the demand for crude oil and petroleum products, changes in demand for dry
bulk shipping capacity, changes in our operating expenses, including bunker
prices, drydocking and insurance costs, the market for our vessels, availability
of financing and refinancing, changes in governmental rules and regulations
or
actions taken by regulatory authorities, potential liability from pending or
future litigation, general domestic and international political conditions,
potential disruption of shipping routes due to accidents or political events,
vessels breakdowns and instances of off-hires 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.
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: December
17, 2007
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By:
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/s/
Evangelos J. Pistiolis
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Evangelos
J. Pistiolis
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Chief
Executive Officer
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SK
23116 0001
839552