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
TOP
SHIPS INC.
(Translation
of registrant’s name into English)
1 VAS.
SOFIAS & MEG.
ALEXANDROU
STREET
151 24,
MAROUSSI
ATHENS,
GREECE
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form 20-F
[ X ] Form 40-F
[ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)7: ___
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes
[ ] No [ X ]
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): ________.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Attached
to this report on Form 6-K as Exhibit 1 is the press release issued by Top Ships
Inc. (the “Company”) on May 5, 2008, announcing the delivery of the latest
drybulk vessel, M/V ASTRALE. Attached hereto as Exhibit 2 is the
Company’s press released dated April 24, 2008, announcing the issuance of 7.3
million shares of its common stock in a private placement.
EXHIBIT
1
NEWS RELEASE for May 5,
2008
|
Contact:
|
Michael
Mason (investors)
|
Stamatis
Tsantanis, CFO
|
|
Allen
& Caron Inc.
|
TOP
Ships Inc.
|
|
|
212
691 8087
|
011
30 210 812 8199
|
|
|
michaelm@allencaron.com
|
snt@topships.org
|
TOP SHIPS
ANNOUNCES DELIVERY OF THE LATEST DRYBULK VESSEL
ATHENS,
GREECE (May 5, 2008) … TOP Ships Inc. (NasdaqGS:TOPS) announced that it has
taken delivery of the M/V ASTRALE, a 75,933 dwt Panamax drybulk vessel, built in
2000 in Japan. The vessel has been financed with secured bank debt.
The M/V
ASTRALE is the last drybulk vessel to be delivered under agreements entered into
by the Company in 2007, all of which were delivered between the
fourth quarter 2007 and the second quarter 2008. The ASTRALE has entered into a
time-charter employment for a period of one year at a gross rate of $72,000 per
day.
About TOP Ships
Inc.
TOP Ships
Inc., formerly known as TOP Tankers Inc., is an international provider of
worldwide seaborne crude oil and petroleum products and of drybulk
transportation services. The Company operates a combined tanker and drybulk
fleet as follows:
|
·
|
a
fleet of 17 tankers, consisting of 9 double-hull Suezmax tankers and 8
double-hull Handymax tankers, with a total carrying capacity of
approximately 1.7 million dwt, of which 83% are sister ships. Twelve of
the Company’s 17 tankers are on time charter contracts with an average
initial term of over two years with all but three of the time charters
including profit sharing agreements above their base rates. In addition,
the Company has ordered six newbuilding product tankers, which are
expected to be delivered in the first half of
2009.
|
|
·
|
a
fleet of five drybulk vessels. Four of the Company’s five drybulk vessels
have period charter contracts for an average period of 20
months.
|
Forward Looking
Statement
Certain
statements and information included in this release constitute “forward-looking
statements” within the meaning of the Federal Private Securities Litigation
Reform Act of 1995. The Private Securities Litigation Reform Act of
1995 provides safe harbor protections for forward-looking statements in order to
encourage companies to provide prospective information about their
business. Forward-looking statements reflect our current views with
respect to future events and financial performance and may include statements
concerning plans, objectives, goals, strategies, future events or performance,
and underlying assumptions and other statements, which are other than statements
of historical facts.
The
Company desires to take advantage of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and is including this cautionary
statement in connection with this safe harbor legislation. The words “believe,”
“anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,”
“will,” “may,” “should,” “expect,” “pending” and similar expressions identify
forward-looking statements. The forward-looking statements in this press release
are based upon various assumptions, many of which are based, in turn, upon
further assumptions, including without limitation, our management’s examination
of historical operating trends, data contained in our records and other data
available from third parties. Although we believe that these assumptions were
reasonable when made, because these assumptions are inherently subject to
significant uncertainties and contingencies which are difficult or impossible to
predict and are beyond our control, we cannot assure you that we will achieve or
accomplish these expectations, beliefs or projections.
In
addition to these important factors, other important factors that, in our view,
could cause actual results to differ materially from those discussed in the
forward-looking statements include possible shareholder objections to the
settlement of the class action, possible shareholder opt outs from the
settlement, possible disapproval of the Court of the settlement, possible
shareholder class appeals of the settlement and adverse outcomes on appeal,
general market conditions, including fluctuations in charter rates and vessel
values, changes in the demand for our vessels, potential liability from pending
or future litigation, general domestic and international political conditions,
and other factors. Please see our filings with the Securities and Exchange
Commission for a more complete discussion of these and other risks and
uncertainties.
EXHIBIT
2
NEWS RELEASE for April 24,
2008
|
Contact:
|
Michael
Mason (investors)
|
Stamatis
Tsantanis, CFO
|
|
Allen
& Caron Inc.
|
TOP
Ships Inc.
|
|
|
212
691 8087
|
011
30 210 812 8199
|
|
|
michaelm@allencaron.com
|
snt@topships.org
|
TOP SHIPS
ISSUES 7.3 MILLION SHARES IN PRIVATE PLACEMENT
ATHENS,
GREECE (April 24, 2008) … TOP Ships Inc (NasdaqGS:TOPS), announced today that it
has privately placed 7.3 million common unregistered shares for aggregate gross
proceeds of $51 million with various investors. The 7.3 million
shares were sold for $7.00 per share, which represents a discount of 15.5
percent based on the closing share price of $8.28 on April 23,
2008.
Of the
shares placed, 2.9 million shares were placed with Sphinx Investment Corp., a
company privately controlled by George Economou.
The
Company expects to issue the privately placed shares in multiple transactions
between April 30 and May 7, 2008. The Company expects to use the
proceeds for 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. The Company operates a combined tanker and drybulk
fleet as follows:
|
·
|
a
fleet of 17 tankers, consisting of 9 double-hull Suezmax tankers and 8
double-hull Handymax tankers, with a total carrying capacity of
approximately 1.7 million dwt, of which 83% are sister ships. Twelve of
the Company’s 17 tankers are on time charter contracts with an average
initial term of over two years with all but three of the time charters
including profit sharing agreements above their base rates. In addition,
the Company has ordered six newbuilding product tankers, which are
expected to be delivered in the first half of
2009.
|
|
·
|
a
fleet of four drybulk vessels with delivery of one additional drybulk
vessel expected during April or in early May 2008. When this vessel
is delivered, four of the Company’s five drybulk vessels will have period
charter contracts for an average period of 20
months.
|
Forward Looking
Statement
Certain
statements and information included in this release constitute “forward-looking
statements” within the meaning of the Federal Private Securities Litigation
Reform Act of 1995. The Private Securities Litigation Reform Act of
1995 provides safe harbor protections for forward-looking statements in order to
encourage companies to provide prospective information about their
business. Forward-looking statements reflect our current views with
respect to future events and financial performance and may include statements
concerning plans, objectives, goals, strategies, future events or performance,
and underlying assumptions and other statements, which are other than statements
of historical facts.
The
Company desires to take advantage of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and is including this cautionary
statement in connection with this safe harbor legislation. The words “believe,”
“anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,”
“will,” “may,” “should,” “expect,” “pending” and similar expressions identify
forward-looking statements. The forward-looking statements in this press release
are based upon various assumptions, many of which are based, in turn, upon
further assumptions, including without limitation, our management’s examination
of historical operating trends, data contained in our records and other data
available from third parties. Although we believe that these assumptions were
reasonable when made, because these assumptions are inherently subject to
significant uncertainties and contingencies which are difficult or impossible to
predict and are beyond our control, we cannot assure you that we will achieve or
accomplish these expectations, beliefs or projections.
In
addition to these important factors, other important factors that, in our view,
could cause actual results to differ materially from those discussed in the
forward-looking statements include 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.
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TOP
SHIPS INC.
(registrant)
|
|
Dated: May
6, 2008
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By: /s/ Evangelos
J. Pistiolis
|
|
|
Evangelos
J. Pistiolis
Chief
Executive Officer
|
||
SK 23116 0001
880920