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 February 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 a letter to the shareholders of
Top
Ships Inc. (the “Company”) regarding the Notice of a Special Meeting of
Shareholders of the Company that will be held on March 13, 2008, 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
February
12, 2008
TO
THE SHAREHOLDERS OF TOP SHIPS INC.
Dear
Shareholders:
Enclosed
is a Notice of a Special Meeting (the “Meeting”) of Shareholders of Top Ships
Inc. (the “Company”) to be held at the premises of the Company at 1 Vas. Sofias
& Meg. Alexandrou Str., Maroussi, Athens, Greece, on March 13, 2008, at 1300
hours.
At
the Meeting, the shareholders of the Company will consider and vote upon
proposals to:
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1.
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Approve
the reverse split of the Company’s common shares at a ratio of 3 to 1 and
the related amendment to the Company’s Amended and Restated Articles of
Incorporation, attached to the Proxy Statement as Exhibit A (“Proposal
One”); and
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2.
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Transact
other such business as may properly come before the meeting or
any
adjournment thereof.
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Adoption
of proposal one requires the affirmative vote of a majority of all outstanding
shares entitled to vote at the Meeting. Please note that abstentions will
count
as a vote against the proposals.
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.
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Very
truly yours,
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Evangelos
J. Pistiolis
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Chief
Executive Officer
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1
Vas. Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30 210 812 8000, Fax: +30 210 614 1272
e-mail:
eia@topships.org–
www.topships.org
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TOP
SHIPS INC.
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
March
13, 2008
NOTICE
IS HEREBY given that the Special Meeting of the shareholders of Top Ships Inc.
(the “Company”) will be held on March 13, 2008, at 1300 hours, at the premises
of the Company at 1 Vas. Sofias & Meg. Alexandrou Str., Maroussi, Athens,
Greece, for the following purposes, of which item 1 is more completely set
forth
in the accompanying Proxy Statement:
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1.
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To
approve the reverse split of the Company’s common shares at a ratio of 3
to 1 and the related amendment to the Company’s Amended and Restated
Articles of Incorporation, attached to the Proxy Statement as Exhibit
A
(“Proposal One”); and
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2.
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To
transact other such business as may properly come before the meeting
or
any adjournment thereof.
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The
Board of Directors has fixed the close of business on February 8, 2008 as the
record date for the determination of the shareholders entitled to receive notice
and to vote at the Special Meeting or any adjournment thereof.
IT
IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL 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 special meeting, you may revoke your proxy and vote in
person.
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BY
ORDER OF THE BOARD OF DIRECTORS
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Eirini
Alexandropoulou
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Secretary
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February
12, 2008
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Athens,
Greece
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1
Vas. Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30 210 812 8000, Fax: +30 210 614 1272
e-mail:
eia@topships.org–
www.topships.org
|
TOP
SHIPS INC.
1
VAS. SOFIAS & MEG. ALEXANDROU STREET
MAROUSSI
ATHENS
151 24, GREECE
______________________
PROXY
STATEMENT
FOR
SPECIAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON MARCH 13, 2008
______________________
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 Ships Inc., a Marshall Islands corporation (the
“Company”), for use at the Special Meeting of Shareholders to be held at the
premises of the Company at 1 Vas. Sofias & Meg. Alexandrou Str., Maroussi,
Athens, Greece, on March 13, 2008, at 1300 hours, or at any adjournment or
postponement thereof (the “Meeting”), for the purposes set forth herein and in
the accompanying Notice of Special Meeting of Shareholders. This Proxy Statement
and the accompanying form of proxy are expected to be mailed on or about
February 12, 2008, to shareholders of the Company entitled to vote at the
Meeting.
VOTING
RIGHTS AND
OUTSTANDING SHARES
The
outstanding voting securities of the Company on February 8, 2008 (the “Record
Date”), consisted of 62,116,976 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 proposal 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 “TOPS.”
1
Vas. Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151 24
Tel:
+30 210 812 8000, Fax: +30 210 614 1272
e-mail:
eia@topships.org– www.topships.org
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, 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 REVERSE SPLIT OF
COMPANY’S
SHARES
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 that will effect a reverse stock split in which every
three shares issued and outstanding of common stock will be converted into
one
share. The number of authorized shares that the Company may issue will remain
the same as will the par value of the common stock, which is $.01 per
share.
The
amendment that will effect the reverse split will be, by its terms, effective
as
of the fifth business day after approval by the Company’s shareholders or such
later date as the Registrar of Corporations of the Republic of the Marshall
Islands shall determine. The language which will amend Section D of the
Company’s Amended and Restated Articles of Incorporation is attached to this
proxy statement as Exhibit A.
Purpose
and Background of the Reverse Split
The
Company’s primary objective in proposing the reverse split is to increase the
liquidity of its common shares. The Company believes that certain securities
firms fail to follow and research companies having lower-priced securities.
Those firms also may discourage their registered representatives from
recommending the purchase of lower-priced securities. In addition, the policies
and practices of some brokerage houses tend to discourage individual brokers
within those firms from dealing in lower priced stocks. Some of these policies
and practices relate to the payment of brokers' commissions and to
time-consuming procedures that tend to make the handling of lower-priced stocks
economically unattractive to brokers. Many of these factors relate to stocks
that trade for less than $5.00 per share and the Company believes it is
advisable to proceed with the reverse split so as to increase the likelihood
that the price of its common stock will exceed $5.00 per share. In addition,
if
the per share price of a company listed on Nasdaq drops below $1.00, that
company may be delisted from Nasdaq.
The
Company expects that the decrease in the number of its common shares outstanding
as a consequence of the reverse split and the anticipated increase in the price
per share will encourage greater interest in its common shares by the financial
community and the investing public and possibly promote greater liquidity for
its stockholders with respect to those common shares presently held by them.
However, the possibility also exists that liquidity may be adversely affected
by
the reduced number of common shares that would be outstanding if the reverse
split is effectuated. In any event, the anticipated increase in the price per
share will move the per share price of the Company’s common stock further away
from the minimum per share price below which it could be delisted from
Nasdaq.
There
can be no assurance that the reverse split will achieve any of the desired
results. There also can be no assurance that the price per share of the
Company’s common stock immediately after the reverse split will increase
proportionately with the reverse split, or that any increase will be sustained
for any period of time.
Procedure
for Exchange of Stock Certificates
As
soon as practicable after the effective date of the reverse split, the Company’s
shareholders will be notified that the reverse stock split has been effected.
The Company expects that its transfer agent will act as exchange agent for
purposes of implementing the exchange of share certificates. Holders of
pre-split shares will be asked to surrender to the exchange agent certificates
representing pre-split shares in exchange for certificates representing
post-split shares or, in the case of non-certificated shares, such proof of
ownership as required by the exchange agent, in accordance with the procedures
to be set forth in a letter of transmittal the Company will send to its
shareholders. No new certificates will be issued to a shareholder until such
shareholder has surrendered such shareholder's outstanding certificate(s)
together with the properly completed and executed letter of transmittal to
the
exchange agent. Any pre-split shares submitted for transfer, whether pursuant
to
a sale or other disposition, or otherwise, will automatically be exchanged
for
post-split shares. SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S)
AND
SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Fractional
Shares
No
fractional shares will be created or issued in connection with the reverse
stock
split. Shareholders of record who otherwise would be entitled to receive
fractional shares because they hold a number of pre-split shares not evenly
divisible by the number of pre-split shares for which each post-split share
is
to be exchanged, will be entitled, upon surrender to the exchange agent of
certificates representing such shares or, in the case of non-certificated
shares, such proof of ownership as required by the exchange agent, to a cash
payment in lieu thereof at a price equal to the fraction to which the
stockholder would otherwise be entitled multiplied by the closing price of
the
common stock on the NASDAQ Global Select Market on the last trading day prior
to
the effective date of the split as adjusted for the reverse stock split as
appropriate or, if such price is not available, a price determined by the Board.
The ownership of a fractional interest will not give the holder thereof any
voting, dividend or other rights except to receive payment thereof as described
herein.
Required
Vote. Approval of Proposal One will require the affirmative vote of a
majority of all outstanding shares entitled to vote at the Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE REVERSE
SPLIT OF THE COMPANY’S SHARES. 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, telegraph, or personal contact.
EFFECT
OF
ABSTENTIONS
Abstentions
will have the effect of a vote against approval of Proposal One.
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.
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By
Order of the Directors
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Eirini
Alexandropoulou
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Secretary
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February
12, 2008
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Athens,
Greece
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EXHIBIT
A
If
Proposal One is adopted by the affirmative vote of a majority of all shares
entitled to vote at the meeting, Section D of the Company’s Amended and Restated
Articles of Incorporation will be amended to include the following language
in
order to give effect to a 3 to 1 reverse split of the Company’s Common
Stock.
“Effective
with the commencement of business on March __, 2008 [the fifth business day
after approval by the Company’s shareholders or such later date as the Registrar
of Corporations of the Republic of the Marshall Islands shall determine], the
Company has effected a 3 to 1 reverse stock split as to its issued and
outstanding Common Stock, pursuant to which the number of issued and outstanding
shares of Common Stock shall decrease from 62,116,976 to ____________ [as
adjusted for the cancellation of fractional shares]. The reverse stock split
shall not change the number of registered shares of Common Stock the Company
is
authorized to issue or the par value of the Common Stock. The stated capital
of
the Company is hereby reduced from $____________ to $____________ [as adjusted
for the cancellation of the fractional shares] and the amount of
$____________ [as adjusted for the cancellation of fractional shares]
is allocated to surplus.”
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
SHIPS INC.
(registrant)
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Dated: February
15, 2008
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By:
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/s/
Evangelos J. Pistiolis
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Evangelos
J. Pistiolis
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Chief
Executive Officer
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SK
23116 0001
855767