FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of December 2007
Commission
File Number
TOP
TANKERS INC.
(Translation
of registrant’s name into English)
1
VAS. SOFIAS & MEG.
ALEXANDROU
STREET
151
24, MAROUSSI
ATHENS,
GREECE
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F [ X ] Form 40-F
[ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)7: ___
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes
[ ] No [ X ]
If
“Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): ________.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Attached
to this report on Form 6-K as Exhibit 1 is a letter to the shareholders of
Top
Tankers Inc. (the “Company”) regarding the Notice of a Special Meeting of
Shareholders of the Company that is being held on December 13, 2007, the Notice
of a Special Meeting of Shareholders of the Company and the Proxy Statement
for
the Special Meeting of Shareholders of the Company. Attached as Exhibit 2 is
the
Form of Proxy for the Special Meeting of Shareholders of the
Company.
Exhibit
1
October
29, 2007
TO
THE SHAREHOLDERS OF TOP TANKERS INC.
Dear
Shareholders:
Enclosed
is a Notice of a Special Meeting (the “Meeting”) of Shareholders of TOP Tankers
Inc. (the “Company”) to be held at the premises of the Company at 1 Vas. Sofias
& Meg. Alexandrou Str., Maroussi, Athens, Greece, on December 13, 2007, at
1:00pm local time.
At
the Meeting, the shareholders of the Company will consider and vote upon
proposals to:
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1.
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Change
the Company’s name to “TOP SHIPS INC.”;
and
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2.
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Reduce
the quorum requirement for shareholder meetings to one-third of the
shares
entitled to vote.
|
Both
of these proposals are important for the Company and the
shareholders. The proposal to change the Company’s name reflects the
Company’s strategy to participate in various sectors of the shipping industry
and not to be limited to one segment. The purpose of proposal to
reduce the quorum requirement for shareholders meetings to one-third is to
make
it easier for shareholders to act as our shareholder base grows and to avoid
unnecessary adjournments for failure to achieve a quorum.
Adoption
of these proposals requires the affirmative vote of a majority of votes cast
by
shareholders entitled to vote at the Meeting. I urge you to vote for
both proposals. Please note that abstentions will count as a vote
against the proposals, and so it is important to mark your proxies
“FOR.”
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.
IT
IS IMPORTANT TO VOTE. 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 IN FAVOR OF ALL THE PROPOSALS LISTED IN THE PROXY
STATEMENT.
Very
truly yours,
Evangelos
J. Pistiolis
Chief
Executive Officer
TOP
TANKERS INC.
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
DECEMBER
13, 2007
NOTICE
IS HEREBY given that a Special Meeting of the Shareholders of TOP Tankers Inc.
(the “Company”) will be held at the premises of the Company at 1 Vas. Sofias
& Meg. Alexandrou Str., Maroussi, Athens, Greece on December 13, 2007, at
1:00pm local time (the “Meeting”), to consider the
following proposals:
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1.
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To
amend the Company’s Amended and Restated Articles of Incorporation to
change the name of the Company to “TOP SHIPS
INC.”;
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2.
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To
amend the Company’s Amended and Restated Articles of Incorporation to
reduce the quorum requirement for a shareholders meeting to one-third
of
the shares entitled to vote at such meeting;
and
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3.
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To
transact such other business as may properly come before the Meeting
or
any adjournment thereof.
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The
record date for the determination of the shareholders entitled to receive notice
and to vote at the Meeting or any adjournment thereof shall be October 26,
2007.
IT
IS IMPORTANT TO VOTE. 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 IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY
STATEMENT.
If
you attend the Meeting, you may revoke your proxy and vote in
person.
BY
ORDER OF THE BOARD OF DIRECTORS
Eirini
Alexandropoulou
Secretary
October
29, 2007
Athens,
Greece
TOP
TANKERS INC.
1
VAS. SOFIAS & MEG. ALEXANDROU STREET
MAROUSSI
ATHENS
151 24, GREECE
______________________
PROXY
STATEMENT
FOR
SPECIAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON DECEMBER 13, 2007
________________________
INFORMATION
CONCERNING SOLICITATION AND VOTING
GENERAL
The
enclosed proxy is solicited on behalf of the Board of Directors (the “Board” or
the “Directors”) of TOP Tankers Inc., a Marshall Islands corporation (the
“Company”), for use at a Special Meeting of Shareholders to be held at the
premises of the Company at 1 Vas. Sofias & Meg. Alexandrou Str., 151 24
Maroussi, Greece, on December 13, 2007, at 1:00pm local time, or at any
adjournment or postponement thereof (the “Meeting”), for the purposes set forth
herein and in the accompanying Notice of Meeting of
Shareholders. This Proxy Statement and the accompanying form of proxy
are expected to be mailed on or about October 29, 2007, to shareholders of
the
Company entitled to vote at the Special Meeting.
VOTING
RIGHTS AND OUTSTANDING SHARES
The
outstanding voting securities of the Company on October 26, 2007 (the “Record
Date”), consisted of [32,429,105] shares of common stock, par value $0.01 (the
“Common Shares”). Each shareholder of record at the close of business
on the Record Date is entitled to one vote for each Common Share then
held. One or more shareholders representing at least a majority of
the total voting rights of the Company present in person or by proxy at the
Meeting shall be a quorum for the purposes of the Meeting. The Common
Shares represented by any proxy in the enclosed form will be voted in accordance
with the instructions given on the proxy if the proxy is properly executed
and
is received by the Company prior to the close of voting at the Meeting or any
adjournment or postponement thereof. Any proxies returned without
instructions will be voted FOR the proposals set forth on the Notice of Special
Meeting of Shareholders.
The
Common Shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the
symbol “TOPT.”
REVOCABILITY
OF PROXIES
A
shareholder giving a proxy may revoke it at any time before it is
exercised. A proxy may be revoked by filing with the Secretary of the
Company at the Company’s office, 1 Vas. Sofias & Meg. Alexandrou Str.,
Maroussi - Athens 151 24, Greece, a written notice of revocation by a duly
executed proxy bearing a later date, or by attending the Meeting and voting
in
person.
PROPOSAL
ONE
APPROVAL
OF CHANGE OF NAME TO “TOP SHIPS INC.”
The
Board believes it would be in the best interests of the Company and its
shareholders to adopt an amendment to the Company’s Amended and Restated
Articles of Incorporation (the “Articles”) to change the Company’s name to “TOP
SHIPS INC.”
The
language which will amend Section A of the Company’s Articles to change the
Company’s name to “TOP SHIPS INC.” is attached to this proxy statement as
Exhibit A.
Purpose
and Background of the Change of Name to “TOP SHIPS INC.”
The
Company is currently named TOP Tankers Inc. This name reflects the
Company’s strategy of owning and operating tanker vessels at the time of its
initial public offering in 2004.
Based
on Management’s review and analysis of market developments, in July 2007, the
Company agreed to acquire its first drybulk carriers. As stated at
the time by our Chief Executive Officer, the acquisition of these drybulk
carriers:
1)
“represent[ed]
the Company’s first entry into the drybulk sector, which has demonstrated
significant growth in the past few years and is expected to remain robust based
on strong fundamentals. Through the newly-acquired drybulk vessels,
we will be able to serve customers in the steel, electric utility, construction
and agri-food industries, and implement a diversification
strategy. By entering into the drybulk sector, we can further enhance
our risk profile by reducing our dependence on the tanker
industry.”
Your
Board believes that the Company’s name should reflect its ability to participate
in various segments of the shipping industry, and not imply that the Company
is
limited to one market segment. Accordingly:
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE CHANGE
OF
THE COMPANY’S NAME TO “TOP SHIPS INC.” UNLESS REVOKED AS PROVIDED
ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL
UNLESS A CONTRARY VOTE IS SPECIFIED.
Required
Vote
. Approval of Proposal One to amend the Company’s Articles
to change the Company’s name to “TOP SHIPS INC.” requires the affirmative vote
of a majority of all outstanding shares entitled to vote at the
Meeting.
PROPOSAL
TWO
APPROVAL
OF REDUCTION OF SHAREHOLDER QUORUM REQUIREMENT
TO
ONE-THIRD OF THE OUTSTANDING SHARES
The
Company’s Articles currently state that one-half of the shares entitled to vote
shall constitute a quorum for a shareholders meeting. Your Board
believes that it would be in the best interests of the Company and the
shareholders and foster shareholders democracy, to lower the quorum requirement
to one-third of the shares entitled to vote. The language which will
add a new Section M to the Articles to lower the quorum requirement is attached
hereto as Exhibit B.
Purpose
and Background of Lowering of the Shareholder Quorum Requirement to
One-Third
Currently,
the Company’s quorum requirement for shareholder meetings is one-half of the
shares entitled to vote. This quorum requirement exceeds the minimum
quorum requirement of one-third of the shares established both by Nasdaq rules
and by the Marshall Islands Business Corporation Act. As the
Company’s shareholder base has grown and as brokers have been limited from
voting on behalf of client accounts at shareholder meetings without
instructions, it has become more difficult and more costly to achieve quorums
at
shareholder meetings. The current quorum requirement of one-half of
the shares effectively imposes on the Company increased costs of proxy
solicitation. The high quorum requirement, in effect, also thwarts
shareholder democracy by making it difficult for shareholder meetings to
act.
Your
Board believes that an amendment of the Articles to reduce the quorum to
one-third of the shares will enhance the ability of shareholders’ meetings to
proceed. Accordingly,
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE REDUCTION
OF THE SHAREHOLDER QUORUM REQUIREMENT TO
ONE-THIRD
OF
THE SHARES ENTITLED TO VOTE. UNLESS REVOKED AS PROVIDED ABOVE,
PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A
CONTRARY VOTE IS SPECIFIED.
Required
Vote
. Approval of Proposal Two requires the affirmative vote of
the majority of all outstanding shares entitled to vote at the
Meeting.
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, email, or personal
contact.
EFFECT
OF ABSTENTIONS
Abstentions
counted as votes against in determining whether Proposal One or Proposal 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 Directors
Eirini
Alexandropoulou
Secretary
October
29, 2007
Athens,
Greece
EXHIBIT
A
If
Proposal One is adopted by the affirmative vote of a majority of all shares
entitled to vote at the meeting, Section A of the Company’s Articles will be
amended to change the Company’s name to “TOP SHIPS INC.”, as
follows:
“The
name of the Corporation shall be: TOP SHIPS INC.”
EXHIBIT
B
If
Proposal Two is adopted by the affirmative vote of a majority of all shares
entitled to vote at the meeting, a new Section M will be added to the Articles
to reduce the quorum requirement for shareholder meetings to one-third of the
shares entitled to vote, as follows:
“One-third
of the shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.”
Exhibit
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
TOP
TANKERS INC.
(registrant)
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Dated: December
13, 2007
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By:
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/s/
Evangelos J. Pistiolis
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Evangelos
J. Pistiolis
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Chief
Executive Officer
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