UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported):
August 9, 2006
MC
SHIPPING INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Liberia
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1-10231
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98-0101881
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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Richmond
House, 12 Par-la-ville Road, Hamilton HM CX. Bermuda
(Address
of Principal Executive Offices) (Zip Code)
441-295-7933
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
(a) Amendment
to Articles of Incorporation
(1)
On June 27, 2006, at a duly constituted Annual Meeting of Shareholders, the
holders of a majority of the outstanding shares of the registrant’s common stock
approved the deletion of Article SEVENTH, Restrictions upon Indebtedness
of the
Corporation, from the registrant’s Articles of Incorporation. The registrant’s
Articles of Amendment amending the Articles of Incorporation to reflect such
deletion became effective on August 7, 2006 upon their filing with the Liberian
International Ship and Corporate Registry.
(2)
Article SEVENTH pertains to the removal of restrictions on the registrant’s
ability to incur indebtedness and reads as follows:
SEVENTH.
Restrictions
upon Indebtedness of the Corporation.
(1)
Definitions. For
the
purposes of this Article SEVENTH the following terms shall have the meanings
set
forth below:
“Vessels.”
Any
ocean-going vessel that the Corporation or any subsidiary of the Corporation
owns or may acquire.
“Acquisition
Cost.”
The
price
at which the Vessels, together with any enhancements (such as existing charters
or other contractual benefits appurtenant to the Vessels being acquired)
attached to such Vessels, are offered and/or may be obtained by the Corporation
or any subsidiary of the Corporation.
(2)
Restrictions.
The
corporation may incur indebtedness or grant guarantees to secure indebtedness
and may secure the repayment thereof by granting to the lender or lenders
ship
mortgages or other security in one or more Vessels, as determined by the
Board
of Directors from time to time, provided, however, that if the Corporation
seeks
to incur indebtedness or grant guarantees for the purpose of financing an
acquisition or acquisitions of additional Vessels on a secured basis, the
amount
the Corporation can borrow on a secured basis shall not exceed 66.7% of the
Acquisition Cost of the Vessels for which such secured financing is sought,
except that no such limitation shall apply to the incurrence at indebtedness,
secured or unsecured, for any other purpose.
The
amendment authorizes the registrant’s management, upon due resolution by the
Board of Directors, to finance the acquisition of additional vessels by
incurring indebtedness, granting guarantees to secure indebtedness and securing
the repayment of indebtedness by granting lenders ship mortgages or other
security interests in one or more vessels that the registrant or any subsidiary
owns or acquires, without limitation on the amount that the registrant can
borrow on a secured basis in relation to the acquisition cost of the vessel
for
which such secured financing is sought. The registrant’s management does not
necessarily intend to finance future acquisitions exclusively through such
indebtedness. Additional vessels may be acquired through indebtedness, the
issuance of shares or a combination of the two. The registrant’s management
intends to consider all financing options available to the registrant in
arriving at a financing package that best serves the interests of its
shareholders.
Pursuant
to Instruction B.4. to Form 8-K and applicable regulations and releases,
forms
of documents and descriptions of arrangements related to the foregoing matters
reported under Item 5.03 will be filed as exhibits not later than the
registrant’s quarterly report on Form 10-Q applicable to the quarter ending June
30, 2006. All summaries and descriptions of documents, and of amendments
thereto, set forth above are qualified in their entirety by the documents
themselves, as filed as an exhibit to a later report.
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 hereunto
duly authorized.
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MC
SHIPPING INC.
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Dated:
August 9, 2006
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By:
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/s/
A.S. CRAWFORD
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Name:
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Antony
S. Crawford
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Title:
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Chief
Executive Officer
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(Principal
Executive Officer)
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