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 May 2008
Commission
File Number 000-51141
DRYSHIPS
INC.
80
Kifissias Avenue
Amaroussion
15125, 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): 82-______________.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Attached
to this report on Form 6-K as Exhibit 1 is the Notice of Annual Meeting and
Proxy Statement of DryShips Inc.
Exhibit
1
April 30,
2008
TO THE
SHAREHOLDERS OF
DRYSHIPS
INC.
Enclosed
is a Notice of the 2008 Annual Meeting of Shareholders (the “Meeting”) of
DryShips Inc. (the “Company”) which will be held at the Company’s offices
located at Omega Building, 80 Kifissias Avenue, GR 151 25, Marousi, Athens,
Greece on May 28, 2008 at 3:00 p.m., and related materials.
At the
Meeting, shareholders of the Company will consider and vote upon
proposals:
|
1
|
To
elect one Class A Director to serve until the 2011 Annual Meeting of
Shareholders (“Proposal One”);
|
|
2
|
To
approve the appointment of Deloitte. Hadjipavlou, Sofianos & Cambanis
S.A, as the Company’s independent auditors for the fiscal year ending
December 31, 2008 (“Proposal Two”);
and
|
|
3
|
To
transact such other business as may properly come before the meeting or
any adjournment thereof.
|
Adoption
of Proposals One and Two requires the affirmative vote of a majority of the
shares of stock represented 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.
WHETHER
OR NOT YOU PLAN TO ATTEND THE 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 BY MANAGEMENT IN FAVOR OF ALL PROPOSALS PRESENTED IN THE PROXY
STATEMENT.
Very truly
yours,
George
Economou
Chairman, Chief Executive Officer, President and
Interim Chief Financial Officer
Chairman, Chief Executive Officer, President and
Interim Chief Financial Officer
DRYSHIPS
INC.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON MAY 28, 2008
NOTICE IS
HEREBY given that the Annual Meeting of Shareholders of DryShips Inc. (the
“Company”) will be held at the Company’s offices located at Omega Building, 80
Kifissias Avenue, GR 151 25, Marousi, Athens, Greece on May 28, 2008 at 3:00
p.m., for the following purposes, of which items 1 and 2 are more completely set
forth in the accompanying Proxy Statement:
|
1
|
To
elect one Class A Director to serve until the 2011 Annual Meeting of
Shareholders (“Proposal One”);
|
|
2
|
To
approve the appointment of Deloitte. Hadjipavlou Sofianos & Cambanis
S.A, as the Company’s independent auditors for the fiscal year ending
December 31, 2008 (“Proposal Two”);
and
|
|
3
|
To
transact such other business as may properly come before the meeting or
any adjournment thereof.
|
The board
of directors has fixed the close of business on April 18, 2008 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.
WHETHER
OR NOT YOU PLAN TO ATTEND THE 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 BY MANAGEMENT IN FAVOR OF ALL PROPOSALS PRESENTED IN THE PROXY
STATEMENT.
If you
attend the annual meeting, you may revoke your proxy and vote in
person.
BY ORDER
OF THE BOARD OF DIRECTORS
Olga
Lambrianidou
Secretary
Secretary
April 30,
2008
Majuro, Marshall Islands
Majuro, Marshall Islands
______________________
PROXY
STATEMENT
FOR
FOR
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON MAY 28, 2008
________________________
INFORMATION
CONCERNING SOLICITATION AND VOTING
GENERAL
The
enclosed proxy is solicited on behalf of the board of directors of DryShips
Inc., a Marshall Islands corporation (the “Company”), for use at the Annual
Meeting of Shareholders to be held on May 28, 2008 at the Company’s offices
located at Omega Building, 80 Kifissias Avenue, GR 151 25 Marousi, Athens,
Greece at 3:00 p.m., 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 to shareholders of the
Company entitled to vote at the Meeting on or about April 30, 2008.
VOTING
RIGHTS AND OUTSTANDING SHARES
On April
18, 2008 (the “Record Date”), the Company had outstanding 42,440,097 shares of
common stock, par value $0.01 per share (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 shares issued and outstanding 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.
The
Common Shares are quoted on The Nasdaq Global Market under the symbol
“DRYS.”
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, Trust Company Complex, Ajeltake
Island, P.O. Box 1405, Majuro, Marshall Islands MH96960, 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 has five directors on the board of directors, which is divided into
three classes. As provided in the Company’s Articles of
Incorporation, after the initial term, each director is elected to serve for a
three year term and until such director’s successor is duly elected and
qualified, except in the event of his death, resignation, removal or earlier
termination of his term of office. The term of our Class A Director
expires at the Meeting. Accordingly, the board of directors has
nominated George Economou, who is a Class A Director, for election as director
whose term would expire at the Company’s 2011 Annual Meeting of
Shareholders.
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 nominee. It is expected
that this nominee will be able to serve, but if such nominee is unavailable, the
persons named in the accompanying proxy will vote for the election of such
substitute nominee as the current board of directors may recommend.
Nominee
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
|
|
George
Economou
|
55
|
President,
Chief Executive Officer, Interim
Chief Financial Officer and Class A Director |
Certain
biographical information about Mr. Economou is set forth below.
George
Economou has over 25 years of experience in the maritime industry. He has
served as Chairman, President and Chief Executive Officer of DryShips Inc since
its inception in 2004. Mr. Economou has served as our Interim Chief
Financial Officer since May 2007. Mr. Economou began his career in
1976 when he commenced working as a Superintendent Engineer in Thenamaris Ship
Management in Greece. From 1981-1986 he held the position of General Manager of
Oceania Maritime Agency in New York. Between 1986 and 1991 he invested and
participated in the formation of numerous individual shipping companies and in
1991 he founded Cardiff Marine Inc., Group of Companies. Economou is a member of
ABS Council, Intertanko Hellenic Shipping Forum, and Lloyds Register Hellenic
Advisory Committee. He was born and raised in Athens, Greece. He is a
graduate of Athens College, and completed his higher education in the United
States at the Massachusetts Institute of Technology in Boston and in 1976 he
earned both a Bachelor of Science and a Master of Science degree in Naval
Architecture and Marine Engineering, and a Master of Science in Shipping and
Shipyard Management.
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.
Papoulias, Demathas and Xiradakis.
Compensation
Committee. The Company’s board of directors has established a
Compensation Committee, consisting of two members, which is responsible for
reviewing the Company’s compensation of executive officers and providing such
other guidance with respect to compensation matters as the Committee deems
appropriate. The Compensation Committee currently consists of Messrs.
Demathas and Xiradakis.
Nominating
Committee. The Company’s board of directors has established a
Nominating Committee, consisting of two members, which is responsible for
identifying, evaluating and recommending individuals to the Board for selection
as director nominees. The Nominating Committee currently consists of
Messrs. Xiradakis and Demathas.
Required
Vote. Approval of Proposal One will require the affirmative
vote of a majority of the votes cast at the Meeting by the holders of shares
entitled to vote at the Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED
DIRECTOR. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY
MANAGEMENT WILL BE VOTED IN FAVOR OF THE PROPOSED DIRECTOR UNLESS A CONTRARY
VOTE IS SPECIFIED.
PROPOSAL
TWO
APPROVAL
OF APPOINTMENT OF
INDEPENDENT AUDITORS
INDEPENDENT AUDITORS
The board
of directors is submitting for approval at the Meeting the selection of
Deloitte. Hadjipavlou Sofianos & Cambanis S.A., as the Company's
independent auditors for the fiscal year ending December 31, 2008.
Delloitte.
Hadjipavlou Sofianos & Cambanis S.A., has advised the Company that the firm
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 during the past
three fiscal years 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 Two will require the affirmative
vote of a majority of the shares of stock represented 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, 2008. 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, e-mail, or personal
contact.
EFFECT
OF ABSTENTIONS
Abstentions
will not be counted in determining whether Proposals One or Two 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 BOARD OF DIRECTORS
Olga
Lambrianidou
Secretary
April 30,
2008
Majuro,
Marshall Islands
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.
DryShips Inc.
---------------------------------------------------
---------------------------------------------------
(Registrant)
| Dated: May 1, 2008 |
By: /s/ George
Economou
|
|
|
|
Name:
George Economou
Title: President, CEO and Interim CFO |
|
SK 23113
0002 879449