Registration Statement No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DRYSHIPS INC.
(Exact name of registrant as specified in its charter)
Republic of the Marshall Islands N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
DryShips Inc. Seward & Kissel LLP
80 Kifissias Avenue Gary J. Wolfe, Esq.
Amaroussion 15125 One Battery Park Plaza
Athens, Greece New York, New York 10004
011 (30) 210 80 90 570 (212) 574-1200
(Address and telephone number of (Name, address and telephone
(Registrant's principal executive offices) number of agent for service)
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Copies to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If only securities being registered on the Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective Registration Statement
for the same offering. |_|
If this Form is a registration statement pursuant to General Instruction
I.C. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. |_|
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box |_|
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Aggregate Amount of
Title of Each Class of Amount to Offering Registration
Securities to be Registered be Registered(1) Price(2) Fee
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Common stock, par value $.01... 15,890,097 $ 255,194,958 $ 27,306
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(1) In the event of a stock split, stock dividend or similar transaction
involving the common stock of the Registrant the number of shares registered
shall be increased automatically to cover the additional shares in accordance
with Rule 416(a) of the Securities Act.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the average of the high and low prices
for the common stock on the Nasdaq Global Market on December 6, 2006 (i.e., as
of a date within five business days prior to filing).
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The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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Subject to completion, dated December 8, 2006
PRELIMINARY PROSPECTUS
15,890,097 SHARES OF COMMON STOCK
DRYSHIPS INC.
[LOGO]
This prospectus relates to the offer and sale by the selling stockholders
identified in this prospectus, and any of their pledgees, donees, transferees or
other successors in interest, of up to an aggregate of 15,890,097 shares of
common stock of DryShips Inc., or the Company. We will not receive any of the
proceeds from the sale of shares by the selling stockholders. The Company will
pay all expenses in connection with the sale of shares through this prospectus.
The holders of the shares of common stock covered by this prospectus
acquired an aggregate of 15,400,000 shares directly from us in private
transactions prior to the Company's initial public offering in February 2005.
The selling stockholders acquired an aggregate of 490,097 shares directly from
us in private transactions on October 31, 2006. The shares of common stock
covered by this prospectus may be sold at fixed prices or prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.
Our common shares are listed on the Nasdaq Global Market under the symbol
"DRYS." On December 6, 2006, the closing sale price of our common stock on the
Nasdaq Global Market was $ 16.06 per share.
The securities issued under this prospectus may be offered directly or
through underwriters, agents or dealers. The names of any underwriters, agents
or dealers will be included in a supplement to this prospectus.
An investment in these securities involves risks. See the section entitled
"Risk Factors" beginning on page 6.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is , 2006
TABLE OF CONTENTS
Page
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS......................2
PROSPECTUS SUMMARY.............................................................3
THE OFFERING...................................................................6
RISK FACTORS...................................................................6
USE OF PROCEEDS................................................................7
SELLING STOCKHOLDERS...........................................................7
PLAN OF DISTRIBUTION...........................................................7
CAPITALIZATION.................................................................9
ENFORCEMENT OF CIVIL LIABILITIES...............................................9
DESCRIPTION OF CAPITAL STOCK...................................................9
EXPENSES .....................................................................10
LEGAL MATTERS.................................................................10
EXPERTS ......................................................................11
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................11
Unless otherwise indicated, all dollar references in this prospectus are to
U.S. dollars and financial information presented in this prospectus that is
derived from financial statements incorporated by reference is prepared in
accordance with accounting principles generally accepted in the United States.
This prospectus is part of a registration statement we filed with the
Securities Exchange Commission, or the Commission, using a shelf registration
process. Under the shelf registration process, the selling stockholders may,
from time to time, sell the securities described in this prospectus in one or
more offerings. This prospectus provides you with a general description of the
securities that may be offered by the selling stockholders. Each time a selling
shareholder sells securities, the selling shareholder is required to provide you
with this prospectus and, in certain cases, a prospectus supplement containing
specific information about the selling shareholder and the terms of the
securities being offered. That prospectus supplement may include additional risk
factors or other special considerations applicable to those securities. Any
prospectus supplement may also add, update, or change information in this
prospectus. If there is any inconsistency between the information in this
prospectus and any prospectus supplement, you should rely on the information in
that prospectus supplement. You should read both this prospectus and any
prospectus supplement together with additional information described under
"Where You Can Find More Information."
This prospectus does not contain all the information provided in the
registration statement we filed with the Commission. For further information
about us or the securities offered hereby, you should refer to that registration
statement, which you can obtain from the Commission as described below under
"Where You Can Find More Information."
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This document includes assumptions, expectations, projections, intentions
and beliefs about future events. These statements are intended as
"forward-looking statements." We caution that assumptions, expectations,
projections, intentions and beliefs about future events may and often do vary
from actual results and the differences can be material.
All statements in this document that are not statements of historical fact
are forward-looking statements. Forward-looking statements include, but are not
limited to, such matters as:
o future operating or financial results;
o statements about planned, pending or recent acquisitions,
business strategy and expected capital spending or operating
expenses, including drydocking and insurance costs;
o statements about drybulk shipping market trends, including
charter rates and factors affecting supply and demand;
o our ability to obtain additional financing;
o expectations regarding the availability of vessel acquisitions;
and
o anticipated developments with respect to pending litigation.
The forward-looking statements in this document are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management's examination of historical operating
trends, data contained in our records and other data available from third
parties. Although DryShips Inc. believes 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, DryShips Inc. cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections described herein.
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
changes in charter rates and vessel values, failure of a seller to deliver one
or more vessels, failure of a buyer to accept delivery of a vessel, inability to
procure acquisition financing, default by one or more charterers of our ships,
changes in demand for drybulk commodities, changes in demand that may affect
attitudes of time charterers, scheduled and unscheduled drydocking, changes in
our voyage and operating expenses, including bunker prices, dry-docking and
insurance costs, changes in governmental rules and regulations, potential
liability from pending or future litigation, domestic and international
political conditions, potential disruption of shipping routes due to accidents,
international hostilities and political events or acts by terrorists.
When used in this document, the words "anticipate," "estimate," "project,"
"forecast," "plan," "potential," "will," "may," "should," and "expect" reflect
forward-looking statements.
PROSPECTUS SUMMARY
This section summarizes some of the information that is contained later in
this prospectus or in other documents incorporated by reference into this
prospectus. As an investor or prospective investor, you should review carefully
the risk factors and the more detailed information that appears later in this
prospectus or is contained in the documents that we incorporate by reference
into this prospectus.
Unless the context otherwise requires, as used in this prospectus, the
terms "Company," "we," "us," and "our" refer to DryShips Inc. and all of its
subsidiaries, and "DryShips Inc." refers only to DryShips Inc. and not to its
subsidiaries.
We use the term deadweight, or dwt, in describing the size of vessels. Dwt,
expressed in metric tons each of which is equivalent to 1,000 kilograms, refers
to the maximum weight of cargo and supplies that a vessel can carry.
Our Company
We are a Marshall Islands corporation with our principal executive offices
in Athens, Greece. We were incorporated in September 2004. On February 3, 2005,
our common stock began trading on The Nasdaq National Market under the symbol
"DRYS" in connection with our initial public offering. Following the delivery of
vessels that we have agreed to acquire or construct and the delivery of the
vessels that we have agreed to sell, our fleet will be comprised of 35 vessels.
The net proceeds of our initial public offering, which were approximately
$251.3 million, were used to finance the acquisition of 21 vessels, consisting
of three Capesize drybulk carriers, 16 Panamax drybulk carriers and two Handymax
drybulk carriers. The total cost of these acquisitions was approximately $847.6
million.
During the nine months ended September 30, 2006, we entered into agreements
to acquire eight additional Panamax vessels for an aggregate purchase price of
approximately $271 million. Four of these vessels are sister ships to vessels in
our existing fleet. Six of the vessels were delivered to us as of September 30,
2006, one vessel was delivered in October 2006 and one is expected to be
delivered during the last quarter of 2006. The above vessels, except for the
vessel to be delivered during the last quarter of 2006, were acquired with time
charters attached terminating between October 2006 and September 2007 at daily
rates between $16,500 and $18,500.
In November 2006, we entered into an agreement to acquire the MV Zella
Oldendorff, a 2001 built second-hand 73,931 dwt Panamax drybulk carrier vessel
for $39.7 million, which is expected to be delivered, charter-free, during the
second quarter of 2007.
In addition, in September 2006, we entered into a contract for the
construction of two newbuilding Panamax vessels to be built in China with
expected delivery in the fourth quarter of 2009 and the first quarter of 2010,
respectively, for an aggregate contract price of $66.5 million.
The Company has entered into agreements to sell MV Panormos a 1995 built
second-hand 71,747 dwt, Panamax drybulk carrier, MV Flecha a 1982 built
second-hand 65,081 dwt Panamax drybulk carrier and MV Shibumi a 1984 built
second-hand 166,058 dwt Capesize drybulk carrier, for an aggregate price of
approximately $71.3 million. The Company expects to realize a total gain of
approximately $41.8 million of which $24 million will be recognized in the
fourth quarter of 2006 and $17.8 million in the second quarter of 2007.
Currently, our fleet is comprised of four Capesize drybulk carriers, 27
Panamax drybulk carriers, three Handymax drybulk carriers and two newbuildings
with an aggregate carrying capacity of approximately 2.9 million dwt and an
average age of 10.4 years. Since our inception in 2004, we have increased the
size and carrying capacity of our fleet from six vessels and approximately
514,890 dwt to 36 vessels of 2,904,360 approximately dwt. Our fleet principally
carries a variety of drybulk commodities including major bulks such as coal,
iron ore, and grains, and minor bulks such as bauxite, phosphate, fertilizers
and steel products.
Our affiliate, Cardiff Marine Inc., or Cardiff, a Liberian corporation
whose offices are in Greece, manages all of our vessels under separate ship
management agreements. Our Chief Executive Officer controls Cardiff.
We employ our vessels in the spot charter market, under period time
charters and in drybulk carrier pools. Ten of the Panamax drybulk carriers in
our fleet are currently operated in a Panamax drybulk carrier pool. Pools have
the size and scope to combine spot market voyages, time charters and contracts
of affreightment with freight forward agreements for hedging purposes and to
perform more efficient vessel scheduling thereby increasing fleet utilization.
Twenty three of our vessels are currently on time charter. One vessel is on
bareboat charter.
As of December 6, 2006, our fleet is comprised of the following vessels:
Year Current
Built Deadweight Type Employment
Capesize
Manasota 2004 171,061 Capesize TC
Alameda 2001 170,662 Capesize TC
Shibumi 1984 166,058 Capesize TC
Netadola 1993 149,475 Capesize TC
Total Capesize 4 657,256
Panamax
Ligari 2004 75,583 Panamax TC
Padre (ex Belmonte) (1) 2004 73,601 Panamax TC
Maganari 2001 75,941 Panamax TC
Coronado 2000 75,706 Panamax TC
Ocean Crystal 1999 73,688 Panamax TC
Xanadu 1999 72,270 Panamax TC
Lanzarote 1996 73,008 Panamax TC
Iguana 1996 70,349 Panamax TC
Formentera 1996 70,015 Panamax TC
Waikiki 1995 75,473 Panamax TC
Delray 1994 70,029 Panamax TC
Estepona 1994 70,003 Panamax TC
Paragon 1995 71,259 Panamax TC
Catalina 2005 74,432 Panamax Spot
Mendocino (2) 2002 76,623 Panamax Spot
La Jolla 1997 72,126 Panamax Spot
Solana 1995 75,100 Panamax Spot
Sonoma 2001 74,786 Panamax Baumarine
Toro 1995 73,034 Panamax Baumarine
Panormos 1995 71,747 Panamax Baumarine
Lacerta 1994 71,862 Panamax Baumarine
Daytona 1989 69,703 Panamax Baumarine
Lanikai 1988 68,676 Panamax Baumarine
Tonga 1984 66,798 Panamax Baumarine
Flecha 1982 65,081 Panamax Baumarine
Striggla 1982 64,747 Panamax Baumarine
Mostoles 1981 75,395 Panamax Baumarine
Total Panamax 27 1,947,035
Handymax
Alona 2002 48,640 Handymax TC
Matira 1994 45,863 Handymax TC
Hille Oldendorff (3) 2005 55,566 Handymax BB
Total Handymax 3 150,069
Newbuildings
TBN 2009 75,000 Panamax
TBN 2010 75,000 Panamax
Total Newbuildings 2 150,000
Total Fleet 36 2,904,360
Notes:
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1. The MV Belmonte upon redelivery by previous charterers was renamed MV Padre
2. The MV Conrad Oldendorff upon redelivery by previous charterers was renamed
MV Mendocino
3. The MV Hille Oldendorff is employed under a bareboat charter
Our Business Strategy
We focus our business strategy on providing reliable seaborne
transportation services for drybulk cargoes at a competitive cost. We believe we
can achieve our business objectives and increase shareholder value through our
business strategy. The elements of our business strategy consist of:
o Fleet Expansion Through Acquisitions. We intend to grow our fleet through
timely and selective acquisitions of drybulk carriers. We will seek to
identify potential second hand vessel acquisition candidates or newbuilding
berth opportunities among all size categories of drybulk carriers in order
to gain a worldwide presence in the drybulk carrier market with a fleet
capable of servicing virtually all major ports and routes used for the
seaborne transportation of key commodities and raw materials. We expect to
maintain an average fleet age of between 10 to 20 years.
o Diversified Fleet Profile. We intend to develop a diversified fleet of
drybulk carriers in all size categories: Capesize, Panamax, Handymax and
Handysize. Larger drybulk carriers, such as Capesize and Panamax vessels,
have historically experienced a greater degree of freight rate volatility,
while smaller drybulk carriers, such as Handymax and Handysize vessels,
enjoy greater charter rate stability. Furthermore, a diversified drybulk
carrier fleet will enable us to serve our customers in both major and minor
bulk trades. Our vessels are able to trade worldwide in a multitude of
trade routes carrying a wide range of cargoes for a number of industries.
Capesize and Panamax drybulk carriers carry predominantly coal and iron ore
for energy and steel production as well as grain for feedstocks. Handymax
and Handysize drybulk carriers carry iron and steel products, fertilizers,
minerals, forest products, ores, bauxite, alumina, cement and other
construction materials. These raw materials and products are used as
production inputs in a number of industries. We will transport these
various cargoes on several geographical routes thereby reducing our
dependency on any one cargo, trade route or industry and maximizing fleet
utilization.
o Combined Fleet Employment. As we expand our fleet of drybulk carriers, we
will actively and strategically employ our fleet between spot charters,
which generally last for periods of ten days to four months, and fixed
employment contracts, including time or bareboat charters, which can last
up to several years. We will also continue to participate in drybulk
carrier pools. Drybulk carriers operating in the spot market may generate
increased or decreased profit margins during periods of improvement or
deterioration in freight (or charter) rates, while drybulk carriers
operating on fixed employment contracts provide more predictable cash
flows. During the nine-month period ended September 30, 2006, we entered
into fifteen freight forward agreements ("FFAs") with the objective of
utilizing such agreements as economic hedging instruments in order to
reduce our exposure to Panamax freight market fluctuations with respect to
our fleet. All of our FFAs have been settled or closed and are reflected in
our financial results for the nine months ended September 30, 2006.
Corporate Structure
Subsequent to our formation in September 2004, we issued 15,400,000 shares
of our common stock to the Entrepreneurial Spirit Foundation, or the Foundation,
the beneficiaries of which are George Economou and members of his family, as
consideration for the contribution to us of all of the issued and outstanding
capital stock of six of our subsidiaries. These subsidiaries owned six vessels
in our fleet, namely Shibumi, Flecha, Striggla, Mostoles, Panormos and Lacerta.
Prior to our initial public offering, the Foundation transferred 2,772,000
shares to Advice Investments S.A. and 1,848,000 shares to Magic Management Inc,
both of which are selling stockholders.
In February 2005, we issued 14,950,000 shares of common stock in connection
with our initial public offering.
On February 14, 2006, the Foundation transferred its shares to its
wholly-owned subsidiary, Elios Investments Inc., a corporation organized under
the laws of the Republic of the Marshall Islands ("Elios Investments"), one of
the selling stockholders.
On May 10, 2006, we entered into a Controlled Equity Offering (TM) sales
agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. ("CF & Co.")
whereby we offered to sell up to 5,000,000 shares of our common stock through CF
& Co. as our agent for the offer and sale of the common shares in
"at-the-market" transactions. As of December 6, 2006, we have offered and sold
an aggregate of 4,650,000 shares pursuant to the Sales Agreement at an average
price of $12.50 per share. We do not intend to sell additional shares of our
common stock pursuant to the Sales Agreement.
On October 31, 2006, the Company issued an aggregate of 235,585 restricted
common shares to the selling stockholders pursuant to share purchaser agreements
whereby each of the selling stockholders agreed to invest such stockholder's
$0.20 per share dividend payment in respect of the third quarter of 2006 which
was paid on October 31, 2006 to stockholders of record on September 29, 2006. In
addition, the Company issued 254,512 restricted common shares to Goodwill
Shipping Company Limited ("Goodwill"), one of the selling stockholders, a
corporation organized under the laws of Malta and controlled by Mr. Economou, in
payment of $3.3 million of principal and interest due under a seller's credit
agreement in connection with the acquisition of the MV Hille Oldendorf. The
restricted common shares issued to the selling stockholders and Goodwill were
issued at a price of $13.07 per share, which is the average closing price of the
Company's common stock on the Nasdaq Global Market for the eight trading days
ended October 24, 2006.
Mr. Economou, our Chairman and Chief Executive Officer, has been active in
shipping since 1976 and formed Cardiff in 1991. Cardiff is responsible for all
technical and commercial management functions of our fleet. We believe that
Cardiff has established a reputation in the international drybulk shipping
industry for operating and maintaining a fleet with high standards of
performance, reliability and safety. Our Chief Executive Officer controls
Cardiff. The Foundation, which is controlled by Mr. George Economou owns 70% of
the outstanding capital stock of Cardiff. The other shareholder of Cardiff is
Prestige Finance S.A., a Liberian corporation, all of the issued and outstanding
Capital Stock of which is benefically owned by Mr. Economou's sister.
Cardiff provides comprehensive ship management services including technical
supervision, such as repairs, maintenance and inspections, safety and quality,
crewing and training, as well as supply provisioning. Cardiff's commercial
management services include operations, chartering, sale and purchase,
post-fixture administration, accounting, freight invoicing and insurance. In
addition, under our amended ship management agreements with Cardiff, Cardiff
acts as the charter and sales and purchase broker for the Company. Cardiff
completed early implementation of the International Maritime Organization's, or
IMO, International Management Code for the Safe Operation of Ships and Pollution
Prevention, or ISM Code, in 1996. Cardiff has obtained documents of compliance
for its office and safety management certificates for its vessels as required by
the ISM Code and has been ISO 14001 certified since 2003, in recognition of its
commitment to overall quality.
We maintain our principal executive offices at 80 Kifissias Avenue,
Amaroussion 15125, Athens, Greece. Our telephone number at that address is (011)
(30) (210) 809 0570. We also maintain an office at One Stamford Landing, Suite
214, 62 Southfield Avenue, Stamford, Connecticut 06902. Our telephone number at
that address is 1 (203) 487-3391.
THE OFFERING
This prospectus relates to the offer and sale of 15,890,097 shares of our
common stock, par value $0.01. Of these shares, 15,400,000 were issued to the
selling stockholders in private transactions prior to our initial public
offering in February 2005. The additional 490,097 shares were issued to the
selling stockholders in private transactions on October 31, 2006. We will not
receive any of the proceeds from the sale of the common stock by the selling
stockholders. The Company will pay all expenses in connection with the sale of
the shares through this prospectus.
RISK FACTORS
We have identified a number of risk factors which you should consider
before buying shares of our common stock. These risk factors are incorporated by
reference into this registration statement from the Company's Annual Report on
20-F/A filed on May 1, 2006 and amended on May 11, 2006. Please see
"Incorporation of Certain Documents by Reference". In addition, you should also
consider carefully the risks set forth under the heading "Risk Factors" in any
prospectus supplement before investing in the shares of common stock offered by
this prospectus. The occurrence of one or more of those risk factors could
adversely impact our results of operations or financial condition.
USE OF PROCEEDS
We will not receive any proceeds from the sale by the selling stockholders
of the securities covered by this prospectus.
SELLING STOCKHOLDERS
The selling stockholders are offering an aggregate of 15,890,097 shares of
our common stock of which 15,400,000 were issued in private transactions prior
to our initial public offering in February 2005. The additional 490,097 shares
of common stock were issued in private transactions on October 31, 2006.
Set for the below is information regarding the names and number of shares
of common stock owned and offered by each selling stockholder.
Selling Stockholders
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Name of Selling Stockholder Common Stock Percentage of Total Common
Owned Prior to Class Prior to Stock Offered
the Offering the Offering Hereby
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Elios Investments Inc. (1) 10,944,910 30.84% 10,944,910
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Advice Investments S.A. (2) 2,814,405 7.93% 2,814,405
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Magic Management Inc. (3) 1,876,270 5.29% 1,876,270
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Goodwill Shipping Company 254,512 * 254,512
Limited (4)
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Total 15,890,097 44.06% 15,890,097
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* Less than one percent of our shares outstanding.
(1) Elios Investments Inc. is a wholly owned subsidiary of the Foundation, the
beneficiaries of which are Mr. George Economou, our Chairman and Chief Executive
Officer, and members of his family. The registered address of Elios Investments
Inc. is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall
Islands MH 96960. Mr. Economou may be deemed to beneficially own 963,667 shares
of common stock through Sphinx Investment Corp., a Marshall Islands corporation,
of which Mr. Economou is the controlling person.
(2) Advice Investments S.A. is a corporation organized under the laws of the
Republic of Liberia, all of the outstanding capital stock of which is owned by
Ms. Elisavet Manola, a former wife of Mr. Economou. The registered address of
Advice Investments S.A. is 80 Broad Street, Monrovia, Liberia.
(3) Magic Management Inc. is a corporation organized under the laws of the
Republic of Liberia, all of the outstanding capital stock of which is owned by
Ms. Rika Vosniadou, a former wife of Mr. Economou. The registered address of
Magic Management Inc. is 80 Broad Street, Monrovia, Liberia.
(4) Goodwill Shipping Company Limited is a corporation organized under the laws
of Malta and its registered address is 5/2 Merchants Street, Valletta, Malta.
Mr. Economou controls Goodwill Shipping Company Limited.
PLAN OF DISTRIBUTION
The selling stockholders and any of their pledgees, donees, transferees,
assignees and successors-in-interest may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The selling stockholders may use any one or more of
the following methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits Investors;
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o to cover short sales made after the date that this registration
statement is declared effective by the Commission;
o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
In connection with sales of the common stock or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers, which may
in turn engage in short sales of the common stock in the course of hedging in
positions they assume. The selling stockholders may also sell their shares of
Company's common stock short and deliver the shares of common stock covered by a
prospectus filed as part of a registration statement to close out short
positions and to return borrowed shares in connection with such short sales. The
selling stockholders may also loan or pledge their shares of the Company's
common stock to broker-dealers that in turn may sell such Shares.
Broker-dealers engaged by the selling stockholders may arrange for other
broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling stockholders may from time to time pledge or grant a security
interest in some or all of the common stock owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties
may offer and sell shares of common stock from time to time under this
prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act of 1933 amending the list of
selling stockholders to include the pledgee, transferee or other successors in
interest as selling stockholders under this prospectus.
Upon the Company being notified in writing by a selling stockholder that
any material arrangement has been entered into with a broker-dealer for the sale
of common stock through a block trade, special offering, exchange distribution
or secondary distribution or a purchase by a broker or dealer, a supplement to
this prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling stockholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such the shares of common stock were sold, (iv)the
commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this prospectus, and (vi) other facts material to the transaction. In addition,
upon the Company being notified in writing by a selling stockholder that a donee
or pledgee intends to sell more than 500 shares of common stock, a supplement to
this prospectus will be filed if then required in accordance with applicable
securities law.
The selling stockholders also may transfer the shares of common stock in
other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this
prospectus.
The selling stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Discounts, concessions, commissions and
similar selling expenses, if any, that can be attributed to the sale of
Securities will be paid by the selling stockholder and/or the purchasers. Each
selling stockholder has represented and warranted to the Company that it
acquired the securities subject to this registration statement in the ordinary
course of such selling stockholder's business and, at the time of its purchase
of such securities such selling stockholder had no agreements or understandings,
directly or indirectly, with any person to distribute any such securities.
The Company has advised each selling stockholder that it may not use shares
registered on this registration statement to cover short sales of common stock
made prior to the date on which this registration statement shall have been
declared effective by the Commission. If a selling stockholder uses this
prospectus for any sale of the common stock, it will be subject to the
prospectus delivery requirements of the Securities Act. The selling stockholders
will be responsible to comply with the applicable provisions of the Securities
Act and Exchange Act, and the rules and regulations thereunder promulgated,
including, without limitation, Regulation M, as applicable to such selling
stockholders in connection with resales of their respective shares under the
registration statement of which this prospectus is a part.
The Company will pay all fees and expenses incident to the registration of
the shares, but the Company will not receive any proceeds from the sale of the
common stock.
CAPITALIZATION
A prospectus supplement will include information on the Company's
consolidated capitalization.
ENFORCEMENT OF CIVIL LIABILITIES
DryShips Inc. is a Marshall Islands company and our executive offices are
located outside of the U.S. in Athens, Greece. A majority of our directors,
officers and the experts named in the prospectus reside outside the U.S. In
addition, a substantial portion of our assets and the assets of our directors,
officers and experts are located outside of the U.S. As a result, you may have
difficulty serving legal process within the U.S. upon us or any of these
persons. You may also have difficulty enforcing, both in and outside the U.S.,
judgments you may obtain in U.S. courts against us or these persons in any
action, including actions based upon the civil liability provisions of U.S.
federal or state securities laws.
Furthermore, there is substantial doubt that the courts of the Marshall
Islands or Greece would enter judgments in original actions brought in those
courts predicated on U.S. federal or state securities laws.
DESCRIPTION OF CAPITAL STOCK
Authorized and Outstanding Capital Stock
Under our articles of incorporation, as amended, our authorized capital
stock consists of 75,000,000 shares of common stock, par value $.01 per share,
of which 35,490,097 shares are issued and outstanding as of December 6, 2006,
and 30,000,000 shares of preferred stock, none of which were issued as of
December 6, 2006. All of our shares of stock are in registered form.
Share History
In October 2004, we issued 15,400,000 shares of our common stock to the
Entrepreneurial Spirit Foundation, or the Foundation, as consideration for the
contribution to us of all of the issued and outstanding capital stock of six of
our subsidiaries. The Foundation is a foundation organized under the laws of
Lichtenstein and is controlled by our Chairman and Chief Executive Officer Mr.
George Economou. Subsequent to the issuance of the 15,400,000 shares discussed
above, 2,772,000 shares of common stock were transferred from the Foundation to
Advice Investments S.A., a corporation organized under the Republic of Liberia,
all the issued and outstanding capital stock of which is owned by Ms. Elisavet
Manola of Athens, Greece, the former wife of Mr. Economou. The Foundation
transferred 1,848,000 shares of common stock to Magic Management Inc., all of
the issued and outstanding capital stock of which is owned by Ms. Rika Vosniadou
of Athens, Greece, the former wife of Mr. Economou. In February 2005, we issued
14,950,000 shares of common stock in connection with our initial public
offering. On February 14, 2006, the Foundation transferred all of its shares to
its wholly-owned subsidiary, Elios Investments Inc.
On May 10, 2006, we entered into a Controlled Equity Offering (TM) sales
agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. ("CF & Co.")
whereby we offered to sell up to 5,000,000 shares of our common stock through CF
& Co. as our agent for the offer and sale of the common shares in
"at-the-market" transactions. As of December 6, 2006, we have offered and sold
an aggregate of 4,650,000 shares pursuant to the Sales Agreement at an average
price of $12.50 per share. We do not intend to sell additional shares of our
common stock pursuant to the Sales Agreement.
On October 31, 2006, the Company issued an aggregate of 235,585 restricted
common shares to the selling stockholders pursuant to share purchase agreements
whereby each of the selling stockholders agreed to invest such stockholder's
$0.20 per share dividend payment in respect of the third quarter of 2006 which
was paid on October 31, 2006 to stockholders of record on September 29, 2006. In
addition, the Company issued 254,512 restricted common shares to Goodwill
Shipping Company Limited ("Goodwill"), a corporation organized under the laws of
Malta and controlled by Mr. Economou, in payment of $3.3 million of principal
and interest due under a seller's credit agreement in connection with the
acquisition of the MV Hille Oldendorf. The restricted common shares issued to
the selling stockholders and Goodwill were issued at a price of $13.07 per
share, which is the average closing price of the Company's common stock on the
Nasdaq Global Market for the eight trading days ended October 24, 2006.
American Stock Transfer & Trust Company is the Company's transfer agent and
registrar.
Description of Common Stock
Each outstanding share of common stock entitles the holder to one vote on
all matters submitted to a vote of stockholders. Subject to preferences that may
be applicable to any outstanding shares of preferred stock, holders of shares of
common stock are entitled to receive ratably all dividends, if any, declared by
our board of directors out of funds legally available for dividends. Holders of
common stock do not have conversion, redemption or preemptive rights to
subscribe to any of our securities. All outstanding shares of common stock are,
and the shares to be sold in this offering when issued and paid for will be,
fully paid and non-assessable. The rights, preferences and privileges of holders
of common stock are subject to the rights of the holders of any shares of
preferred stock which we may issue in the future. Our common stock is listed on
The Nasdaq Global Market under the symbol "DRYS."
EXPENSES
The following are the estimated expenses of the issuance and distribution
of the securities being registered under the Registration Statement of which
this prospectus forms a part, all of which will be paid by the Company.
SEC registration fee $ 27,306
---------
Blue sky fees and expenses $ *
---------
Printing and engraving expenses $ *
---------
Legal fees and expenses $ *
---------
Rating agency fees $ *
---------
Accounting fees and expenses $ *
---------
Indenture trustee fees and experts $ *
---------
Transfer agent and registrar $ *
---------
Miscellaneous $ *
---------
Total $ *
=========
* To be provided by a prospectus supplement or as an exhibit to Report on Form
6-K that is incorporated by reference into this prospectus.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed
upon for us by Seward & Kissel LLP, New York, New York with respect to matters
of U.S. and Marshall Islands law.
EXPERTS
The consolidated financial statements of DryShips Inc. appearing in
DryShips Inc.'s Annual Report on Form 20-F/A for the year ended December 31,
2005, have been audited by Ernst & Young (Hellas) Certified Auditors Accountants
S.A., independent registered public accounting firm, as set forth in their
report thereon, included therein, and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
As required by the Securities Act of 1933, we filed a registration
statement relating to the securities offered by this prospectus with the
Commission. This prospectus is a part of that registration statement, which
includes additional information.
Government Filings
We file annual and special reports within the Commission. You may read and
copy any document that we file at the public reference facilities maintained by
the Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may
obtain information on the operation of the public reference room by calling 1
(800) SEC-0330, and you may obtain copies at prescribed rates from the Public
Reference Section of the Commission at its principal office in Washington, D.C.
20549. The Commission maintains a website (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. In addition, you can
obtain information about us at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
Information Incorporated by Reference
The SEC allows us to "incorporate by reference" information that we file
with it. This means that we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the SEC prior to the termination of this offering will also be
considered to be part of this prospectus and will automatically update and
supersede previously filed information, including information contained in this
document.
We incorporate by reference the documents listed below and any future
filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
o Annual Report on Form 20-F/A for the year ended December 31, 2005,
filed with the Commission on May 1, 2006, and amended on May 11, 2006,
which contains audited consolidated financial statements for the most
recent fiscal year for which those statements have been filed.
o The description of our securities contained in our Registration
Statement on Form F-1, (File No. 333-122008) as amended, filed with
the SEC on January 13, 2005 and any amendment or report filed for the
purpose of updating that description.
o Registration Statement on Form 8-A filed with the Commission on
January 31, 2005.
o Our Report on Form 6-K filed with the Commission on May 10, 2006.
o Our Report on Form 6-K filed with the Commission on June 15, 2006.
o Our Report on Form 6-K filed with the Commission on June 29, 2006.
o Our Report on Form 6-K filed with the Commission on September 20,
2006.
o Our Report on Form 6-K filed with the Commission on October 2, 2006.
o Our Report on Form 6-K filed with the Commission on December 7, 2006.
o Our Report on Form 6-K filed with the Commission on December 8, 2006.
We are also incorporating by reference all subsequent annual reports on
Form 20-F that we file with the Commission and certain Reports on Form 6-K that
we furnish to the Commission after the date of this prospectus (if they state
that they are incorporated by reference into this prospectus) until we file a
post-effective amendment indicating that the offering of the securities made by
this prospectus has been terminated. In all cases, you should rely on the later
information over different information included in this prospectus or the
prospectus supplement.
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. We have
not, and any underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus and any accompanying prospectus
supplement as well as the information we previously filed with the Commission
and incorporated by reference, is accurate as of the dates on the front cover of
those documents only. Our business, financial condition and results of
operations and prospects may have changed since those dates.
You may request a free copy of the above mentioned filing or any subsequent
filing we incorporated by reference to this prospectus by writing or telephoning
us at the following address:
DryShips Inc.
Attn: Gregory Zikos
80 Kifissias Avenue
Amaroussion GR 151 25
(30) 210 80 90 570
Information Provided by the Company
We will furnish holders of our common stock with annual reports containing
audited financial statements and a report by our independent registered public
accounting firm. The audited financial statements will be prepared in accordance
with U.S. generally accepted accounting principles. As a "foreign private
issuer," we are exempt from the rules under the Securities Exchange Act
prescribing the furnishing and content of proxy statements to shareholders.
While we furnish proxy statements to shareholders in accordance with the rules
of the Nasdaq Global Market, those proxy statements do not conform to Schedule
14A of the proxy rules promulgated under the Securities Exchange Act. In
addition, as a "foreign private issuer," we are exempt from the rules under the
Securities Exchange Act relating to short swing profit reporting and liability.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
================================================================================
Item 8. Indemnification of Directors and Officers.
(1) The By-Laws of the Registrant provide that any person who is or was a
director or officer of the Registrant, or is or was serving at the
request of the Registrant as a director or officer of another
partnership, joint venture, trust or other enterprise shall be
entitled to be indemnified by the Registrant upon the same terms,
under the same conditions, and to the same extent as authorized by
Section 60 of the Business Corporation Act of the Republic of The
Marshall Islands, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Registrant, and, with respect to any criminal action or
proceeding, had reasonable cause to believe his conduct was unlawful.
Section 60 of the Associations Law of the Republic of the Marshall Islands
provides as follows:
Indemnification of directors and officers.
(1) Actions not by or in right of the corporation. A corporation shall
have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of no contest, or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the bests
interests of the corporation, and, with respect to any criminal action
or proceedings, had reasonable cause to believe that his conduct was
unlawful.
(2) Actions by or in right of the corporation. A corporation shall have
the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director or officer of the corporation, or is or was serving at the
request of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him or
in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claims, issue
or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to
the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
(3) When director or officer successful. To the extent that a director or
officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (1) or (2) of this section, or in the defense of a claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(4) Payment of expenses in advance. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid in advance of the
final disposition of such action, suit or proceeding as authorized by
the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to
be indemnified by the corporation as authorized in this section.
(5) Indemnification pursuant to other rights. The indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office.
(6) Continuation of indemnification. The indemnification and advancement
of expenses provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(7) Insurance. A corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director or officer
of the corporation or is or was serving at the request of the
corporation as a director or officer against any liability asserted
against him and incurred by him in such capacity whether or not the
corporation would have the power to indemnify him against such
liability under the provisions of this section.
Item 9. Exhibits
Exhibit
Number Description
--------------------------------------------------------------------------------
1.1 Underwriting Agreement *
4.1 Form of Common Stock Certificate**
5.1 Form of Opinion of Seward & Kissel LLP, United States and
Marshall Islands counsel to the Company as to the validity of the
common stock
23.1 Consent of Seward & Kissel LLP (included in Exhibit 5.1)
23.2 Consent of Independent Registered Public Accounting Firm
24 Power of Attorney (contained in signature page)
* To be filed either as an amendment or as an exhibit to a report filed
pursuant to the Securities Exchange Act of 1934 of the Registrant and
incorporated by reference into this Registration Statement.
** Incorporated herein by reference to Exhibit 4 to the Registration Statement
of DryShips Inc. on Form F-1 (Registration No. 333-122008) filed with the
SEC on January 31, 2005.
Item 10. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement, unless the
information required to be included is to contained in reports filed
with or furnished to the Commission that are incorporated by reference
in this Registration Statement or is contained in a form of prospectus
filed pursuant to Rule 424(b) under the Securities Act that is part of
this Registration Statement,
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) To file a post-effective amendment to the registration statement to
include any financial statements required by Item 8.A. of Form 20-F at
the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided, that the
registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Securities Act of 1933
or Rule 3-19 under the Securities Act of 1933 if such financial
statements and information are contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Form F-3.
(5) Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of this Registration Statement as of the
date the filed prospectus was deemed part of and included in this
Registration Statement.
(6) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of this Registration Statement for the
purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in
this Registration Statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to
which that prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or
made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such effective date.
(7) The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this Registration
Statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
(8) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(9) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(10) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on December 8, 2006.
DRYSHIPS INC.
/s/ GEORGE ECONOMOU
------------------------
By: George Economou
Title: Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of George Economou, Gregory Zikos,
Gary J. Wolfe and Robert E. Lustrin his true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully for
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
December 8, 2006 in the capacities indicated.
Signature Title Date
-------------------------- ---------------------- ----------
/s/ GEORGE ECONOMOU Director, Chairman, President, December 8, 2006
-------------------------- Chief Executive Officer
George Economou (Principal Executive Officer)
/s/ GREGORY ZIKOS Director, Chief Financial Officer December 8, 2006
-------------------------- (Principal Financial Officer
Gregory Zikos and Principal Accounting Officer)
/s/ ANGELOS PAPOULIAS Director December 8, 2006
--------------------------
Angelos Papoulias
/s/ GEORGE XIRADAKIS Director December 8, 2006
--------------------------
George Xiradakis
/s/ GEORGE DEMATHAS Director December 8, 2006
--------------------------
George Demathas
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of Newark, State
of Delaware, on December 8, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
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Donald J. Puglisi
Managing Director
EXHIBIT INDEX
Exhibit
Number Description
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1.1 Underwriting Agreement *
4.1 Form of Common Stock Certificate**
5.1 Form of Opinion of Seward & Kissel LLP, United States and
Marshall Islands counsel to the Company as to the validity of the
common stock
23.1 Consent of Seward & Kissel LLP (included in Exhibit 5.1)
23.2 Consent of Independent Registered Public Accounting Firm
24 Power of Attorney (contained in signature page)
* To be filed either as an amendment or as an exhibit to a report filed
pursuant to the Securities Exchange Act of 1934, as amended, of DryShips
Inc. and incorporated by reference into this Registration Statement.
** Incorporated herein by reference to Exhibit 4 to the Registration Statement
of DryShips Inc. on Form F-1, Registration No. 333-122008 filed with the
SEC on January 31, 2005.