Registration Statement No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TOP TANKERS INC.
(Exact name of registrant as specified in its charter)
Republic of
the Marshall Islands 4412 N/A
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification
organization) Code Number)
TOP Tankers Inc. Seward & Kissel LLP
109-111 Messogion Avenue Attention: Gary J. Wolfe, Esq.
Politia Centre One Battery Park Plaza
Athens 115 26 GR New York, New York 10004
(011) (30) 210 69 78 000 (212) 574-1200
(Name, address and telephone number of (Name, address and telephone
Registrant's principal executive office) number of agent for service)
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Copies to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
by market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box |X|.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Title of Each
Class of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered(1) Per Security(2) Price(1) Registration Fee
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Common Stock(3)
Preferred Shares(3)
Debt Securities(3)
Warrants(4)
Purchase Contracts(5)
Units(6)
Guarantees(7)
Subtotal $250,000,000 100% $250,000,000 $29,425.00
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Common Stock,
par value $0.01
per share(8) $72,667,051 $15.23 $72,667,051 $8,5532.91
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Total $322,667,051 100% $322,667,051 $37,977.91
(1) Such amount in U.S. dollars or the equivalent thereof in foreign currencies
as shall result in an aggregate initial public offering price for all
securities offered by the Registrant of $ and, if any debt securities are
issued at original issue discount, such greater amount as shall result in
net proceeds of $ to the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933.
(3) Also includes such indeterminate amount of debt securities and number of
preferred shares and shares of common stock as may be issued upon
conversion of or in exchange for any other debt securities or preferred
shares that provide for conversion or exchange into other securities.
(4) There is being registered hereunder an indeterminate number of warrants as
may from time to time be sold at indeterminate prices representing rights
to purchase certain of the common stock, preferred shares and debt
securities registered hereunder.
(5) There is being registered hereunder an indeterminate number of purchase
contracts as may from time to time be sold at indeterminate prices.
(6) There is being registered hereunder an indeterminate number of units as may
from time to time be sold at indeterminate prices. Units may consist of any
combination of the securities being registered hereunder.
(7) The debt securities may be guaranteed pursuant to guarantees by the
subsidiaries of TOP Tankers Inc. No separate compensation will be received
for the guarantees. Pursuant to Rule 457(n), no separate fees for the
guarantees are payable.
(8) Comprises 4,771,310 shares of the Common Stock held by selling
shareholders.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Registrant Country of I.R.S. Employee Primary Standard Industrial
as Specified in its Charter Incorporation Identification No. Classification Code No.
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TOP Tanker Management Inc. Marshall Islands N/A 4412
TOP Tankers (UK) Limited Marshall Islands N/A 4412
Vermio Shipping Company Limited Marshall Islands N/A 4412
Rupel Shipping Company Inc. Marshall Islands N/A 4412
Gramos Shipping Company Inc. Marshall Islands N/A 4412
Olympos Shipping Company Limited Marshall Islands N/A 4412
Helidona Shipping Company Limited Marshall Islands N/A 4412
Kalidromo Shipping Company Limited Marshall Islands N/A 4412
Mytikas Shipping Company Limited Marshall Islands N/A 4412
Litochoro Shipping Company Limited Marshall Islands N/A 4412
Kisavos Shipping Company Limited Marshall Islands N/A 4412
Parnis Shipping Company Limited Marshall Islands N/A 4412
Imitos Shipping Company Limited Marshall Islands N/A 4412
Giona Shipping Company Limited Marshall Islands N/A 4412
Agrafa Shipping Company Limited Marshall Islands N/A 4412
Agion Oros Shipping Company Limited Marshall Islands N/A 4412
Lefka Shipping Company Limited Marshall Islands N/A 4412
Falakro Shipping Company Limited Liberia N/A 4412
Psiloritis Shipping Company Limited Liberia N/A 4412
Pylio Shipping Company Limited Liberia N/A 4412
Idi Shipping Company Limited Liberia N/A 4412
Taygetus Shipping Company Limited Liberia N/A 4412
Vitsi Shipping Company Limited Liberia N/A 4412
Parnasos Shipping Company Limited Liberia N/A 4412
Pageon Shipping Company Limited Cyprus N/A 4412
Vardousia Shipping Company Limited Cyprus N/A 4412
Parnon Shipping Company Limited Cyprus N/A 4412
Menalo Shipping Company Limited Cyprus N/A 4412
Pintos Shipping Company Limited Cyprus N/A 4412
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS PERMITTED.
Subject to completion - - dated August 1, 2005
[TOPT Logo]
$250,000,000
and
4,771,310 Shares of Common Stock
TOP Tankers Inc.
Through this prospectus, we may periodically offer:
(1) our common stock,
(2) our preferred shares,
(3) our debt securities,
(4) our warrants,
(5) our purchase contracts, and
(6) our units
up to a total dollar amount of $250,000,000. Our debt securities may be
guaranteed pursuant to guarantees by our subsidiaries. In addition, one or more
of our shareholders may periodically offer up to 4,771,310 shares of our common
stock.
The prices and other terms of the securities that we will offer will be
determined at the time of their offering and will be described in a supplement
to this prospectus.
We will not receive any of the proceeds from the sale of any of our common
stock offered by the selling shareholders. We will bear approximately $746,925
and the selling shareholders will bear approximately $8,553 of the costs
relating to the registration of all of the securities registered under this
prospectus, which we estimate to be approximately $755,478.
Our common stock is currently listed on the Nasdaq National Market under
the symbol "TOPT."
The securities issued under this prospectus may be offered directly or
through underwriters, agents or dealers. The names of any underwriters, agents
or dealers will be included in a supplement to this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is _______, 2005
TABLE OF CONTENTS
PROSPECTUS SUMMARY.............................................................3
RISK FACTORS...................................................................4
USE OF PROCEEDS................................................................4
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS......................4
RATIO OF EARNINGS TO FIXED CHARGES.............................................5
CAPITALIZATION.................................................................6
PLAN OF DISTRIBUTION...........................................................6
ENFORCEMENT OF CIVIL LIABILITIES...............................................8
DESCRIPTION OF CAPITAL STOCK...................................................8
DESCRIPTION OF PREFERRED SHARES...............................................11
DESCRIPTION OF WARRANTS.......................................................11
DESCRIPTION OF DEBT SECURITIES................................................12
DESCRIPTION OF PURCHASE CONTRACTS.............................................24
DESCRIPTION OF UNITS..........................................................25
EXPENSES......................................................................25
LEGAL MATTERS.................................................................26
EXPERTS.......................................................................26
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................26
PROSPECTUS SUMMARY
This section summarizes some of the information that is contained in other
documents incorporated by reference in this prospectus. As an investor or
prospective investor, you should review carefully the risk factors and the more
detailed information contained in such other documents.
Unless the context otherwise requires, as used in this prospectus, the
terms "Company," "we," "us," and "our" refer to TOP Tankers Inc. and all of its
subsidiaries, and "TOP Tankers Inc." refers only to TOP Tankers Inc. and not to
its subsidiaries.
We use the term deadweight, or dwt, in describing the size of vessels. Dwt,
expressed in metric tons each of which is equivalent to 1,000 kilograms, refers
to the maximum weight of cargo and supplies that a vessel can carry.
Our Company
As of July 15, 2005, we owned and operated a fleet of 22 vessels,
consisting of 13 double-hull Handymax tankers and 9 double-hull Suezmax tankers,
with a total cargo carrying capacity of approximately 2.0 million dwt. We refer
to these 22 tankers as our current fleet. Our Handymax tankers carry refined
petroleum products, such as gasoline, jet fuel, kerosene, naphtha and heating
oil, and our Suezmax tankers carry crude oil. 100% of our current fleet is
double-hull. In addition to these 22 vessels, we operate the M/T Yapi, a
Handysize tanker that we agreed to sell to a third party in March 2005 and will
be delivered to the purchaser in the fourth quarter of 2005.
Our financial strategy is focused on maintaining a targeted level of
leverage and distributing a portion of our annual net income as dividends to our
shareholders. As of March 31, 2005, we had a ratio of debt to total capital of
approximately 58.1% as adjusted for the debt incurred in connection with the
acquisition of the M/T Faultless, the M/T Soundless, the M/T Noiseless, and the
M/T Topless. Our business strategy is focused on building and maintaining
enduring relationships with participants in the international shipping industry,
including leading charterers, oil companies, oil traders, brokers, suppliers,
classification societies, insurers and others. We seek to continue to create
long-term value principally by acquiring and operating high quality double-hull,
refined petroleum products and crude oil tankers. Consistent with this strategy,
our tankers enable us to serve customers in the crude oil and refined petroleum
products sectors of the tanker industry. Depending on market opportunities, we
may also seek to expand into other sectors of the shipping industry.
We believe we have established a reputation in the international ocean
transport industry for operating and maintaining our fleet with high standards
of performance, reliability and safety. We have assembled a management team
comprised of executives who have extensive experience operating large and
diversified fleets and who have strong ties to a number of national, regional
and international oil companies, charterers and traders.
TOP Tanker Management, Inc., or TOP Tanker Management, our wholly-owned
subsidiary, is responsible for the chartering, operational and technical
management of our current fleet. TOP Tanker Management subcontracts the
technical management of our fleet to other reputable independent third party
technical management companies.
Corporate Structure
We own our vessels through separate wholly-owned subsidiaries incorporated
in various jurisdictions. Our wholly-owned subsidiary, TOP Tanker Management,
acts as a manager for our current fleet, providing services such as managing
day-to-day vessel operations including supervising the crewing, supplying,
maintaining, and drydocking of vessels, as well as providing commercial
management services regarding identifying suitable vessel charter opportunities
and monitoring the performance of our third-party technical management
subcontractors.
We are incorporated under the laws of the Marshall Islands. We maintain our
principal executive offices at 109-111 Messogion Avenue, Politia Centre, Athens
115 26 Greece. Our telephone number at that address is (011) (30) (210) 69 78
000.
The Securities We May Offer
We may use this prospectus to offer up to $250,000,000 of our:
o common stock,
o preferred shares,
o debt securities,
o warrants,
o purchase contracts, and
o units.
Our debt securities may be guaranteed pursuant to guarantees by our
subsidiaries. In addition, the selling shareholders may offer up to 4,771,310
shares of our common stock.
A prospectus supplement will describe the specific types, amounts, prices,
and detailed terms of any of these offered securities and may describe certain
risks associated with an investment in the securities. Terms used in the
prospectus supplement will have the meanings described in this prospectus,
unless otherwise specified.
RISK FACTORS
A prospectus supplement will describe the risks that relate to the industry
in which we operate and our business in general and certain risks associated
with an investment in the securities offered.
USE OF PROCEEDS
Unless we specify otherwise in any prospectus supplement, we will use the
net proceeds from the sale of securities offered by this prospectus for capital
expenditures, repayment of indebtedness, working capital, to make vessel
acquisitions and for general corporate purposes.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This document includes assumptions, expectations, projections, intentions
and beliefs about future events. These statements are intended as
"forward-looking statements." We caution that assumptions, expectations,
projections, intentions and beliefs about future events may and often do vary
from actual results and the differences can be material.
All statements in this document that are not statements of historical fact
are forward-looking statements. Forward-looking statements include, but are not
limited to, such matters as:
o future operating or financial results;
o statements about planned, pending or recent acquisitions, business
strategy and expected capital spending or operating expenses,
including drydocking and insurance costs;
o statements about crude oil and refined petroleum products tanker
shipping market trends, including charter rates and factors affecting
supply and demand;
o our ability to obtain additional financing;
o expectations regarding the availability of vessel acquisitions; and
o anticipated developments with respect to pending litigation.
The forward-looking statements in this document are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management's examination of historical operating
trends, data contained in our records and other data available from third
parties. Although TOP Tankers Inc. believes 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, TOP Tankers Inc. cannot assure you that it
will achieve or accomplish these expectations, beliefs or projections described
in the forward looking statements contained in this report.
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
changes in charter rates and vessel values, failure of a seller to deliver one
or more vessels, failure of a buyer to accept delivery of a vessel, inability to
procure acquisition financing, default by one or more charterers of our ships,
changes in demand for crude oil, refined petroleum products, the effect of
changes in OPEC's petroleum production levels, worldwide crude oil consumption
and storage, changes in demand that may affect attitudes of time charterers,
scheduled and unscheduled drydocking, changes in TOP Tankers Inc.'s voyage and
operating expenses, including bunker prices, dry-docking and insurance costs,
changes in governmental rules and regulations including requirements for
double-hull tankers or actions taken by regulatory authorities, potential
liability from pending or future litigation, domestic and international
political conditions, potential disruption of shipping routes due to accidents,
international hostilities and political events or acts by terrorists.
When used in this document, the words "anticipate," "estimate," "project,"
"forecast," "plan," "potential," "will," "may," "should," and "expect" reflect
forward-looking statements.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our unaudited ratio of earnings to fixed
charges for each of the preceding four fiscal years and the three months ending
March 31, 2005.(1)
Three
Year Ended December 31, Months
--------------------------------------- Ended
March
31,
2001 2002 2003 2004 2005
------ ------ ------ ------ ------
(in thousands of U.S. Dollars)
EARNINGS:
Net income 1,777 201 1,634 32,794 19,121
Add: Fixed charges 740 822 1,165 4,486 2,388
------ ------ ------ ------ ------
Total Earnings 2,517 1,023 2,799 37,280 21,509
====== ====== ====== ====== ======
FIXED CHARGES:
Interest expense 709 797 1,128 4,161 2,207
Amortization of
capitalized expenses
relating to indebteness 31 25 37 325 181
------ ------ ------ ------ ------
Total Fixed Charges 740 822 1,165 4,486 2,388
====== ====== ====== ====== ======
RATIO OF EARNINGS TO FIXED
CHARGES 3.4x 1.2x 2.4x 8.3x 9.0x
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(1) We have not included our ratio of earnings to fixed charges for the fiscal
year ended December 31, 2000, due to the unreasonable effort and expense of
preparing such information.
For purposes of computing the consolidated ratio of earnings to fixed
charges, earnings consist of net income plus interest expense and amortization
of capitalized expenses relating to indebtedness. Fixed charges consist of
interest expense and amortization of capitalized expenses relating to
indebtedness.
CAPITALIZATION
A prospectus supplement will include information on the Company's
consolidated capitalization.
PLAN OF DISTRIBUTION
We may sell or distribute the securities included in this prospectus
through underwriters, through agents, to dealers, in private transactions, at
market prices prevailing at the time of sale, at prices related to the
prevailing market prices, or at negotiated prices.
In addition, we may sell some or all of the securities included in this
prospectus through:
o a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
o purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
In addition, we may enter into option or other types of transactions that
require us to deliver common stock to a broker-dealer, who will then resell or
transfer the common stock under this prospectus.
We may enter into hedging transactions with respect to our securities. For
example, we may:
o enter into transactions involving short sales of our common stock by
broker-dealers;
o sell shares of common stock short themselves and deliver the shares to
close out short positions;
o enter into option or other types of transactions that require us to
deliver shares of common stock to a broker-dealer, who will then
resell or transfer the shares under this prospectus; or
o loan or pledge shares of common stock to a broker-dealer, who may sell
the loaned shares or, in the event of default, sell the pledged
shares.
The Company may enter into derivative transactions with third parties, or
sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in
connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by the
Company or borrowed from the Company or others to settle those sales or to close
out any related open borrowings of stock, and may use securities received from
the Company in settlement of those derivatives to close out any related open
borrowings of stock. The third party in such sale transactions will be an
underwriter and, if not identified in this prospectus, will be identified in the
applicable prospectus supplement (or a post-effective amendment). In addition,
we may otherwise loan or pledge securities to a financial institution or other
third party that in turn may sell the securities short using this prospectus.
Such financial institution or other third party may transfer its economic short
position to investors in our securities or in connection with a concurrent
offering of other securities.
Any broker-dealers or other persons acting on our behalf that participate
with us in the distribution of the shares may be deemed to be underwriters and
any commissions received or profit realized by them on the resale of the shares
may be deemed to be underwriting discounts and commissions under the Securities
Act of 1933, as amended, or the Securities Act. As of the date of this
prospectus, we are not a party to any agreement, arrangement or understanding
between any broker or dealer and us with respect to the offer or sale of the
securities pursuant to this prospectus.
At the time that any particular offering of securities is made, to the
extent required by the Securities Act, a prospectus supplement will be
distributed, setting forth the terms of the offering, including the aggregate
number of securities being offered, the purchase price of the securities, the
initial offering price of the securities, the names of any underwriters, dealers
or agents, any discounts, commissions and other items constituting compensation
from us and any discounts, commissions or concessions allowed or reallowed or
paid to dealers.
Underwriters and agents in any distribution contemplated hereby, including
but not limited to at-the-market equity offerings, may from time to time include
Cantor Fitzgerald & Co. Underwriters or agents could make sales in privately
negotiated transactions and/or any other method permitted by law, including
sales deemed to be an at-the-market offering as defined in Rule 415 promulgated
under the Securities Act, which includes sales made directly on or through
Nasdaq, the existing trading market for our common stock, or sales made to or
through a market maker other than on an exchange. At-the-market offerings may
not exceed 10% of the aggregate market value of our outstanding voting
securities held by non-affiliates on a date within 60 days prior to the filing
of the registration statement of which this prospectus is a part.
The selling shareholders may enter into hedging transactions with respect
to our common stock. For example, the selling shareholders may:
o enter into transactions involving short sales of the common stock by
broker-dealers;
o sell common stock short themselves and deliver the shares to close out
short positions;
o enter into option or other types of transactions that require the
selling shareholders to deliver common stock to a broker-dealer, who
will then resell or transfer the common stock under this prospectus;
or
o loan or pledge the ordinary shares to a broker-dealer, who may sell
the loaned shares or, in the event of default, sell the pledged
shares.
The selling shareholders and any broker-dealers or other persons acting on
the behalf of parties that participate with us in the distribution of the shares
may be deemed to be underwriters and any commissions received or profit realized
by them on the resale of the shares may be deemed to be underwriting discounts
and commissions under the Securities Act. As of the date of this prospectus, we
are not a party, nor are we aware that the selling shareholders are a party to
any agreement, arrangement or understanding between any broker or dealer and the
selling shareholders or us with respect to the offer or sale of the shares
pursuant to this prospectus.
We will bear costs relating to all of the securities being registered under
this prospectus, other than underwriters' discounts, commissions and transfer
taxes accrued for the common stock sold for the account of the selling
shareholders.
The selling shareholders may also sell our common stock pursuant to Rule
144 promulgated under the Securities Act or in other transactions that are
exempt from registration under the Securities Act.
Pursuant to a requirement by the National Association of Securities
Dealers, Inc., or NASD, the maximum commission or discount to be received by any
NASD member or independent broker/dealer may not be greater than eight percent
(8%) of the gross proceeds received by us for the sale of any securities being
registered pursuant to SEC Rule 415.
ENFORCEMENT OF CIVIL LIABILITIES
TOP Tankers Inc. is a Marshall Islands company and our executive offices
are located outside of the U.S. in Athens, Greece. A majority of our directors,
officers and the experts named in the prospectus reside outside the U.S. In
addition, a substantial portion of our assets and the assets of our directors,
officers and experts are located outside of the U.S. As a result, you may have
difficulty serving legal process within the U.S. upon us or any of these
persons. You may also have difficulty enforcing, both in and outside the U.S.,
judgments you may obtain in U.S. courts against us or these persons in any
action, including actions based upon the civil liability provisions of U.S.
federal or state securities laws.
Furthermore, there is substantial doubt that the courts of the Marshall
Islands or Greece would enter judgments in original actions brought in those
courts predicated on U.S. federal or state securities laws.
DESCRIPTION OF CAPITAL STOCK
Under our articles of incorporation, our authorized capital stock consists
of 100,000,000 shares of common stock, par value $.01 per share, of which
28,080,840 shares are issued and outstanding as of July 15, 2005, and 20,000,000
shares of preferred stock, none of which were issued as of July 15, 2005.
Common Stock
Each outstanding share of common stock entitles the holder to one vote on
all matters submitted to a vote of stockholders. Subject to preferences that may
be applicable to any outstanding shares of preferred stock, holders of shares of
common stock are entitled to receive ratably all dividends, if any, declared by
our board of directors out of funds legally available for dividends. Holders of
common stock do not have conversion, redemption or preemptive rights to
subscribe to any of our securities. All outstanding shares of common stock are,
and the shares to be sold in this offering when issued and paid for will be,
fully paid and nonassessable. The rights, preferences and privileges of holders
of common stock are subject to the rights of the holders of any shares of
preferred stock which we may issue in the future.
Other Matters
Our Articles of Incorporation and Bylaws. Our purpose, as stated in Section
B of our Articles of Incorporation, is to engage in any lawful act or activity
for which corporations may now or hereafter be organized under the Marshall
Islands Business Corporations Act. Our articles of incorporation and bylaws do
not impose any limitations on the ownership rights of our shareholders.
Under our bylaws, annual shareholder meetings will be held at a time and
place selected by our board of directors. The meetings may be held in or outside
of the Marshall Islands. Special meetings may be called by shareholders holding
not less than one-tenth of all the outstanding shares entitled to vote at such
meeting. Our board of directors may set a record date between 15 and 60 days
before the date of any meeting to determine the shareholders that will be
eligible to receive notice and vote at the meeting.
Directors. Our directors are elected by a majority of the votes cast by
shareholders entitled to vote. There is no provision for cumulative voting.
The board of directors must consist of at least one member. Shareholders
may change the number of directors only by the affirmative vote of holders of a
majority of the outstanding common stock. The board of directors may change the
number of directors only by a majority vote of the entire board. Each director
shall be elected to serve until the next annual meeting of shareholders and
until his successor shall have been duly elected and qualified, except in the
event of his death, resignation, removal, or the earlier termination of his term
of office. The board of directors has the authority to fix the amounts which
shall be payable to the members of our board of directors for attendance at any
meeting or for services rendered to us.
Dividends. While we cannot assure you that we will continue to do so, and
subject to the limitations discussed below, we currently intend to pay regular
cash dividends on our common stock on a quarterly basis. We paid a quarterly
dividend of $0.21 per share to holders of our common stock in January, April and
July 2005 and a special dividend of $0.25 per share to holders of our common
stock in July 2005.
Declaration and payment of any dividend is subject to the discretion of our
board of directors. The timing and amount of dividend payments will be dependent
upon our earnings, financial condition, cash requirements and availability,
restrictions in our loan agreements, the terms of the debt securities we offer,
the provisions of applicable law affecting the payment of distributions to
shareholders and other factors. Because we are a holding company with no
material assets other than the stock of our subsidiaries, our ability to pay
dividends will depend on the earnings and cash flow of our subsidiaries and
their ability to pay dividends to us. The laws governing us and our subsidiaries
generally prohibit the payment of dividends other than from surplus or while a
company is insolvent or would be rendered insolvent.
Dissenters' Rights of Appraisal and Payment. Under the Business Corporation
Act of the Republic of the Marshall Islands, or BCA, our shareholders have the
right to dissent from various corporate actions, including any merger or sale of
all or substantially all of our assets not made in the usual course of our
business, and receive payment of the fair value of their shares. In the event of
any further amendment of the articles, a shareholder also has the right to
dissent and receive payment for his or her shares if the amendment alters
certain rights in respect of those shares. The dissenting shareholder must
follow the procedures set forth in the BCA to receive payment. In the event that
we and any dissenting shareholder fail to agree on a price for the shares, the
BCA procedures involve, among other things, the institution of proceedings in
the circuit court in the judicial circuit in the Marshall Islands in which our
Marshall Islands office is situated. The value of the shares of the dissenting
shareholder is fixed by the court after reference, if the court so elects, to
the recommendations of a court-appointed appraiser.
Shareholders' Derivative Actions. Under the BCA, any of our shareholders
may bring an action in our name to procure a judgment in our favor, also known
as a derivative action, provided that the shareholder bringing the action is a
holder of common stock both at the time the derivative action is commenced and
at the time of the transaction to which the action relates.
Anti-takeover Provisions of our Charter Documents. Several provisions of
our articles of incorporation and by-laws may have anti-takeover effects. These
provisions are intended to avoid costly takeover battles, lessen our
vulnerability to a hostile change of control and enhance the ability of our
board of directors to maximize shareholder value in connection with any
unsolicited offer to acquire us. However, these anti-takeover provisions, which
are summarized below, could also discourage, delay or prevent (1) the merger or
acquisition of our company by means of a tender offer, a proxy contest or
otherwise, that a shareholder may consider in its best interest and (2) the
removal of incumbent officers and directors.
Blank Check Preferred Stock
Under the terms of our articles of incorporation, our board of directors
has authority, without any further vote or action by our shareholders, to issue
up to 20,000,000 shares of blank check preferred stock. Our board of directors
may issue shares of preferred stock on terms calculated to discourage, delay or
prevent a change of control of our company or the removal of our management.
Classified Board of Directors
Our articles of incorporation provide for the division of our board of
directors into three classes of directors, with each class as nearly equal in
number as possible, serving staggered, three-year terms. Approximately one-third
of our board of directors will be elected each year. This classified board
provision could discourage a third party from making a tender offer for our
shares or attempting to obtain control of our company. It could also delay
shareholders who do not agree with the policies of the board of directors from
removing a majority of the board of directors for two years.
Election and Removal of Directors
Our articles of incorporation prohibit cumulative voting in the election of
directors. Our by-laws require parties other than the board of directors to give
advance written notice of nominations for the election of directors. Our
articles of incorporation also provide that our directors may be removed only
for cause and only upon the affirmative vote of the holders of at least 80% of
the outstanding shares of our capital stock entitled to vote for those
directors. These provisions may discourage, delay or prevent the removal of
incumbent officers and directors.
Limited Actions by Shareholders
Our articles of incorporation and our by-laws provide that any action
required or permitted to be taken by our shareholders must be effected at an
annual or special meeting of shareholders or by the unanimous written consent of
our shareholders. Our articles of incorporation and our by-laws provide that,
subject to certain exceptions, only our board of directors may call special
meetings of our shareholders and the business transacted at the special meeting
is limited to the purposes stated in the notice. Accordingly, a shareholder may
be prevented from calling a special meeting for shareholder consideration of a
proposal over the opposition of our board of directors and shareholder
consideration of a proposal may be delayed until the next annual meeting.
DESCRIPTION OF PREFERRED SHARES
The material terms of any series of preferred shares that we offer through
a prospectus supplement will be described in that prospectus supplement. Our
board of directors is authorized to provide for the issuance of preferred shares
in one or more series with designations as may be stated in the resolution or
resolutions providing for the issue of such preferred shares. At the time that
any series of our preferred shares are authorized, our board of directors will
fix the dividend rights, any conversion rights, any voting rights, redemption
provisions, liquidation preferences and any other rights, preferences,
privileges and restrictions of that series, as well as the number of shares
constituting that series and their designation. Our board of directors could,
without shareholder approval, cause us to issue preferred stock which has
voting, conversion and other rights that could adversely affect the holders of
our ordinary shares or make it more difficult to effect a change in control. Our
preferred shares could be used to dilute the share ownership of persons seeking
to obtain control of us and thereby hinder a possible takeover attempt which, if
our shareholders were offered a premium over the market value of their shares,
might be viewed as being beneficial to our shareholders. In addition, our
preferred shares could be issued with voting, conversion and other rights and
preferences which would adversely affect the voting power and other rights of
holders of our ordinary shares.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase our debt or equity securities or
securities of third parties or other rights, including rights to receive payment
in cash or securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any other
securities and may be attached to, or separate from, such securities. Each
series of warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent. The terms of any warrants to be
issued and a description of the material provisions of the applicable warrant
agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:
o the title of such warrants;
o the aggregate number of such warrants;
o the price or prices at which such warrants will be issued;
o the currency or currencies, in which the price of such warrants will
be payable;
o the securities or other rights, including rights to receive payment in
cash or securities based on the value, rate or price of one or more
specified commodities, currencies, securities or indices, or any
combination of the foregoing, purchasable upon exercise of such
warrants;
o the price at which and the currency or currencies, in which the
securities or other rights purchasable upon exercise of such warrants
may be purchased;
o the date on which the right to exercise such warrants shall commence
and the date on which such right shall expire;
o if applicable, the minimum or maximum amount of such warrants which
may be exercised at any one time;
o if applicable, the designation and terms of the securities with which
such warrants are issued and the number of such warrants issued with
each such security;
o if applicable, the date on and after which such warrants and the
related securities will be separately transferable;
o information with respect to book-entry procedures, if any;
o if applicable, a discussion of any material United States Federal
income tax considerations; and
o any other terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants.
DESCRIPTION OF DEBT SECURITIES
In this section, references to "holders" mean those who own debt securities
registered in their own names on the books that TOP Tankers Inc. or the
indenture trustee maintains for this purpose, and not those who own beneficial
interests in debt securities registered in street name or in debt securities
issued in book-entry form through one or more depositaries. Owners of beneficial
interests in the debt securities should read the section below entitled "Global
Securities."
General
The debt securities offered by this prospectus will be either senior or
subordinated debt. We will issue senior debt under a senior debt indenture, and
we will issue subordinated debt under a subordinated debt indenture. We
sometimes refer to the senior debt indenture and the subordinated debt indenture
individually as an indenture and collectively as the indentures. The indenture
trustee under each of the senior debt indenture and the subordinated debt
indenture will be Manufacturers and Traders Trust Company. We have filed the
indentures with the SEC as exhibits to the registration statement of which this
prospectus forms a part. You can obtain copies of the indentures by following
the directions outlined in "Where You Can Find More Information", or by
contacting the applicable indenture trustee.
The following briefly summarizes the material provisions of the indentures
and the debt securities, other than pricing and related terms disclosed for a
particular issuance in an accompanying prospectus supplement. You should read
the more detailed provisions of the applicable indenture, including the defined
terms, for provisions that may be important to you. You should also read the
particular terms of a series of debt securities, which will be described in more
detail in an accompanying prospectus supplement. So that you may easily locate
the more detailed provisions, the numbers in parentheses below refer to sections
in the applicable indenture or, if no indenture is specified, to sections in
each of the indentures. Wherever particular sections or defined terms of the
applicable indenture are referred to, such sections or defined terms are
incorporated into this prospectus by reference, and the statement in this
prospectus is qualified by that reference.
The indentures provide that our unsecured senior or subordinated debt
securities may be issued in one or more series, with different terms, in each
case as we authorize from time to time. We also have the right to reopen a
previous issue of a series of debt securities by issuing additional debt
securities of such series.
Information in the Prospectus Supplement
The prospectus supplement for any offered series of debt securities will
describe the following terms, as applicable:
o the title or designation;
o whether the debt is senior or subordinated;
o whether the debt is guaranteed by our subsidiaries and whether those
guarantees are secured and, if so, the collateral securing the
guarantees;
o the aggregate principal amount offered and authorized denominations;
o the initial public offering price;
o the maturity date or dates;
o any sinking fund or other provision for payment of the debt securities
prior to their stated maturity;
o whether the debt securities are fixed rate debt securities or floating
rate debt securities or original issue discount debt securities;
o if the debt securities are fixed rate debt securities, the yearly rate
at which the debt security will bear interest, if any;
o if the debt securities are floating rate debt securities, the method
of calculating the interest rate;
o if the debt securities are original issue discount debt securities,
their yield to maturity;
o the date or dates from which any interest will accrue, or how such
date or dates will be determined, and the interest payment dates and
any related record dates;
o if other than in U.S. Dollars, the currency or currency unit in which
payment will be made;
o any provisions for the payment of additional amounts for taxes;
o the denominations in which the currency or currency unit of the
securities will be issuable if other than denominations of $1,000 and
integral multiples thereof;
o whether the debt securities will be convertible into or exchangeable
for other securities and, if so, the terms and conditions upon which
such debt securities will be convertible or exchangeable;
o the terms and conditions on which the debt securities may be redeemed
at the option of the Company;
o any obligation of the Company to redeem, purchase or repay the debt
securities at the option of a holder upon the happening of any event
and the terms and conditions of redemption, purchase or repayment;
o the names and duties of any co-indenture trustees, depositaries,
authentication agents, calculation agents, paying agents, transfer
agents or registrars for the debt securities;
o any material provisions of the applicable indenture described in this
prospectus that do not apply to the debt securities;
o the ranking of the specific series of debt securities relative to
other outstanding indebtedness, including subsidiaries' debt;
o if the debt securities are subordinated, the aggregate amount of
outstanding indebtedness, as of a recent date, that is senior to the
subordinated securities, and any limitation on the issuance of
additional senior indebtedness;
o the place where we will pay principal and interest;
o additional provisions, if any, relating to the defeasance of the debt
securities;
o any United States federal income tax consequences, if material;
o the dates on which premium, if any, will be paid;
o our right, if any, to defer payment of interest and the maximum length
of this deferral period;
o any listing of the debt securities on a securities exchange; and
o any other specific terms of the debt securities.
We will issue the debt securities only in registered form. As currently
anticipated, debt securities of a series will trade in book-entry form, and
global notes will be issued in physical (paper) form, as described below under
"Global Securities."
Senior Debt
We will issue senior debt securities under the senior debt indenture. These
senior debt securities will rank on an equal basis with all our other unsecured
debt except subordinated debt.
Subordinated Debt
We will issue subordinated debt securities under the subordinated debt
indenture. Subordinated debt will rank subordinate and junior in right of
payment, to the extent set forth in the subordinated debt indenture, to all our
senior debt (both secured and unsecured).
In general, the holders of all senior debt are first entitled to receive
payment of the full amount unpaid on senior debt before the holders of any of
the subordinated debt securities are entitled to receive a payment on account of
the principal or interest on the indebtedness evidenced by the subordinated debt
securities in certain events.
If we default in the payment of any principal of, or premium, if any, or
interest on any senior debt when it becomes due and payable after any applicable
grace period, then, unless and until the default is cured or waived or ceases to
exist, we cannot make a payment on account of or redeem or otherwise acquire the
subordinated debt securities.
If there is any insolvency, bankruptcy, liquidation or other similar
proceeding relating to us or our property, then all senior debt must be paid in
full before any payment may be made to any holders of subordinated debt
securities.
Furthermore, if we default in the payment of the principal of and accrued
interest on any subordinated debt securities that is declared due and payable
upon an event of default under the subordinated debt indenture, holders of all
our senior debt will first be entitled to receive payment in full in cash before
holders of such subordinated debt can receive any payments.
Senior debt means:
o the principal, premium, if any, interest and any other amounts owing
in respect of indebtedness of the Company and/or of our subsidiaries
that may guarantee our debt for money borrowed and indebtedness
evidenced by securities, notes, debentures, bonds or other similar
instruments issued by us, including the senior debt securities or
letters of credit;
o all capitalized lease obligations;
o all hedging obligations;
o all obligations representing the deferred purchase price of property;
and
o all deferrals, renewals, extensions and refundings of obligations of
the type referred to above;
but senior debt does not include:
o subordinated debt securities;
o any subsidiary guarantees of the subordinated debt securities; and
o any indebtedness that by its terms is subordinated to, or ranks on an
equal basis with, our subordinated debt securities.
Covenants
Amalgamation and Sale of Assets. We may not, in a single transaction or a
series of related transactions:
o consolidate, amalgamate or merge with or into any other person or
permit any other person to consolidate, amalgamate or merge with or
into us; or
o directly or indirectly, transfer, sell, lease or otherwise dispose of
all or substantially all of our assets,
unless, in either such case:
o in a transaction in which we do not survive or in which we sell, lease
or otherwise dispose of all or substantially all of our assets, the
successor entity to us is organized under the laws of the United
States, or any state thereof or the District of Columbia, Bermuda, the
Republic of Liberia, the Republic of Cyprus, the Republic of Malta,
the Republic of Panama, the Republic of the Marshall Islands, a member
state of the European Union or any other country recognized by the
United States, and which expressly assumes, by a supplemental
indenture executed and delivered to the indenture trustee in a form
reasonably satisfactory to the indenture trustee, all of our
obligations under the indenture;
o immediately before and after giving effect to the transaction, no
default on the debt securities exists; and
o an officer's certificate and an opinion of counsel setting forth
certain statements are delivered to the indenture trustee.
Amalgamation and Sale of Assets by our subsidiaries that may guarantee our
debt securities. Where the terms of any debt securities we may issue provide, no
subsidiary that guarantees our debt may:
o consolidate or amalgamate or merge with or into any other person
(other than us or another subsidiary that guarantees our debt); or
o directly or indirectly transfer, sell, lease or otherwise dispose of
its properties and assets substantially as an entirety to any other
person (other than to us or to another subsidiary that guarantees our
debt),
unless, in either such case:
o the entity formed by such consolidation or into which such subsidiary
amalgamates or merges, or which acquires by transfer, sale or lease
the properties and assets of such subsidiary substantially as an
entirety, is organized under the laws of the United States or any
state thereof or the District of Columbia, Bermuda, the Republic of
Liberia, the Republic of Cyprus, the Republic of Malta, the Republic
of Panama, the Republic of the Marshall Islands, a member state of the
European Union or any other country recognized by the United States,
and which expressly assumes, by a supplemental indenture executed and
delivered to the indenture trustee in a form reasonably satisfactory
to the indenture trustee, all of such subisidiary's obligations under
the indenture;
o immediately before and after giving effect to the transaction, no
default on the debt securities exists; and
o an officer's certificate and an opinion of counsel setting forth
certain statements are delivered to the indenture trustee.
Other Covenants. In addition, any offered series of debt securities may
have additional covenants which will be described in the prospectus supplement,
limiting or restricting, among other things:
o our ability to incur indebtedness;
o our ability to pay dividends and to repurchase or redeem our capital
stock;
o our ability to create dividend and other payment restrictions
affecting our subsidiaries;
o mergers and consolidations by us;
o sales of assets by us;
o our ability to enter into transactions with affiliates;
o our ability to incur liens; and
o our ability to enter into sale and leaseback transactions.
Modification of the Indentures
Under the indentures, we and the relevant indenture trustee may amend the
indentures, without the consent of any holder of the debt securities to:
o cure ambiguities, defects or inconsistencies;
o comply with the covenant described under "Amalgamation and Sale of
Assets";
o add to our covenants or to those of our subsidiaries who may guarantee
the debt securities for the benefit of the holders of all or any
series of debt securities (and if such covenants are to be for the
benefit of less than all series of debt securities, stating that such
covenants are expressly being included for the benefit of such series)
or to surrender any rights or power conferred upon us or our
subsidiaries;
o add any additional events of default for the benefit of the holders of
all or a series of debt securities;
o establish the form or terms of debt securities of any series;
o provide for uncertificated debt securities in addition to or in place
of certificated debt securities;
o add additional guarantors of the debt securities;
o secure the debt securities;
o to evidence the succession of another person to the Company and the
assumption of the covenants in the indentures and in the debt
securities by such successor;
o to make provisions with respect to conversion rights, if any;
o to add or change any provision of the indentures to permit the
issuance of the debt securities in bearer form, registrable or not
registrable as to principal, with or without interest coupons;
o appoint a successor indenture trustee under either indenture;
o add to, change or eliminate any provision of the indentures so long as
such addition, change or elimination does not affect the rights of the
holders; or
o to conform any provision of the indentures to the "Description of Debt
Securities" contained in this prospectus or any similar provision in
any prospectus supplement relating to an offer of debt securities
under the indentures.
We and the indenture trustee may, with the consent of the holders of at
least a majority in aggregate principal amount of the debt securities of a
series, modify the applicable indenture or the rights of the holders of the
securities of such series. However, no such modification may, without the
consent of each holder of an affected debt security:
o extend the fixed maturity of any such debt securities;
o reduce the rate or change the time of payment of interest on such debt
securities;
o reduce the principal amount of such securities or the premium, if any,
on such debt securities;
o change or waive the redemption provisions of such debt securities;
o change any obligation of ours to pay additional amounts;
o change any obligation of ours to maintain an office or agency;
o reduce the amount of the principal payable on acceleration of any debt
securities issued originally at a discount;
o adversely affect the ranking on such debt securities;
o adversely affect the right, if any, to convert such debt securities;
o adversely affect the right of repayment or repurchase at the option of
the holder;
o reduce or postpone any sinking fund or similar provision;
o change the currency or currency unit in which any such debt securities
are payable or the right of selection thereof;
o impair the right to sue for the enforcement of any payment on such
debt securities;
o reduce the percentage of debt securities of a series whose holders
need to consent to the modification or a waiver; or
o with respect to subordinated debt securities, modify or change any
provisions of the indenture or the related definitions affecting the
subordination or ranking of any debt securities or any guarantees of
our subsidiaries, in a manner which adversely affects the holders.
Defaults
Each indenture provides that events of default regarding any series of debt
securities will be:
o our failure to pay required interest on any debt security of such
series for 30 days;
o our failure to pay principal or premium, if any, on any debt security
of such series when due;
o our failure to make any deposit of any sinking fund payment when due
on debt securities of such series;
o our failure to perform for 30 days after notice any other covenant in
the relevant indenture other than a covenant included in the relevant
indenture solely for the benefit of a series of debt securities other
than such series;
o a breach by us, or by our subsidiaries that may guarantee our debt
securities, of the covenant with respect to amalgamation and sale of
assets;
o our failure to pay beyond any applicable grace period, or the
acceleration of, indebtedness in excess of a specified amount;
o a finding that a guarantee of our debt securities by any of our
subsidiaries is unenforceable or invalid; and
o certain events of bankruptcy or insolvency, whether voluntary or not.
If an event of default regarding debt securities of any series issued under
the indentures should occur and be continuing, either the indenture trustee or
the holders of 25% in the principal amount of outstanding debt securities of
such series may declare each debt security of that series due and payable. If an
event of default regarding debt securities results from certain events of
bankruptcy, insolvency or reorganization with respect to us, such amount with
respect to the debt securities will be due and payable immediately without any
declaration or other act on the part of the holders of outstanding debt
securities or the indenture trustee. We are required to file annually with the
indenture trustee a statement of an officer as to the fulfillment by us of our
obligations under the indenture during the preceding year.
No event of default regarding one series of debt securities issued under an
indenture is necessarily an event of default regarding any other series of debt
securities.
Holders of a majority in principal amount of the outstanding debt
securities of any series will be entitled to control certain actions of the
indenture trustee under the indentures and to waive past defaults regarding such
series. The indenture trustee generally cannot be required by any of the holders
of debt securities to take any action, unless one or more of such holders shall
have provided to the indenture trustee reasonable security or indemnity.
If an event of default occurs and is continuing regarding a series of debt
securities, the indenture trustee may use any sums that it holds under the
relevant indenture for its own reasonable compensation and expenses incurred
prior to paying the holders of debt securities of such series.
Before any holder of any series of debt securities may institute action for
any remedy, the holders of not less than 25% in principal amount of the debt
securities of that series outstanding must request the indenture trustee to take
action. Holders must also offer and give the satisfactory security and indemnity
against liabilities incurred by the indenture trustee for taking such action,
and the indenture trustee must have failed to institute any proceeding within 60
days after receiving such request and offer of indemnity. These limitations do
not apply, however, to a suit by a holder of any series of debt securities to
enforce payment of principal, interest or premium, if any, and the right to
convert such debt security, if applicable.
Subsidiary Guarantees
Certain of our subsidiaries may guarantee the debt securities we offer. In
that case, the terms and conditions of the subsidiary guarantees will be set
forth in the applicable prospectus supplement. Unless we indicate differently in
the applicable prospectus supplement, if any of our subsidiaries guarantee any
of our debt securities that are subordinated to any of our senior indebtedness,
then the subsidiary guarantees will be subordinated to the senior indebtedness
of such subsidiary to the same extent as our debt securities are subordinated to
our senior indebtedness.
Defeasance
After we have deposited with the indenture trustee cash or government
securities, in trust for the benefit of the holders, sufficient to pay the
principal of, premium, if any, and interest on the debt securities of such
series when due, and satisfied certain other conditions, including receipt of an
opinion of counsel that holders will not recognize taxable gain or loss for
Federal income tax purposes, we may elect to have our obligations and those of
any guarantors of our obligations under the applicable indenture and any
guarantees discharged with respect to the outstanding debt securities of any
series ("defeasance and discharge"). Defeasance and discharge means that we will
be deemed to have paid and discharged the entire indebtedness represented by the
outstanding debt securities of such series under the applicable indenture,
except for:
o the rights of holders of the debt securities to receive principal,
interest and any premium when due;
o our obligations with respect to the debt securities concerning issuing
temporary debt securities, registration of transfer of debt
securities, mutilated, destroyed, lost or stolen debt securities and
the maintenance of an office or agency for payment for security
payments held in trust;
o the rights, powers, trusts, duties and immunities of the indenture
trustee; and
o the defeasance provisions of the indenture.
Alternatively, we may elect to have our obligations released with respect
to certain covenants in the applicable indenture ("covenant defeasance"). Any
omission to comply with these obligations will not constitute a default or an
event of default with respect to the debt securities of any series. In the event
covenant defeasance occurs, certain events, not including non-payment,
bankruptcy and insolvency events, described under "Events of Default" will no
longer constitute an event of default for that series.
Global Securities
The debt securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depository identified in an applicable subsequent filing and registered in
the name of the depository or a nominee for the depository. In such a case, one
or more global securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal amount of
outstanding debt securities of the series to be represented by the global
security or securities. Unless and until it is exchanged in whole or in part for
debt securities in definitive certificated form, a global security may not be
transferred except as a whole by the depository for the global security to a
nominee of the depository or by a nominee of the depository to the depository or
another nominee of the depository or by the depository or any nominee to a
successor depository for that series or a nominee of the successor depository
and except in the circumstances described in an applicable subsequent filing.
We expect that the following provisions will apply to depository
arrangements for any portion of a series of debt securities to be represented by
a global security. Any additional or different terms of the depository
arrangement will be described in an applicable subsequent filing.
Upon the issuance of any global security, and the deposit of that global
security with or on behalf of the depository for the global security, the
depository will credit, on its book-entry registration and transfer system, the
principal amounts of the debt securities represented by that global security to
the accounts of institutions that have accounts with the depository or its
nominee. The accounts to be credited will be designated by the underwriters or
agents engaging in the distribution of the debt securities or by us, if the debt
securities are offered and sold directly by us. Ownership of beneficial
interests in a global security will be limited to participating institutions or
persons that may hold interest through such participating institutions.
Ownership of beneficial interests by participating institutions in the global
security will be shown on, and the transfer of the beneficial interests will be
effected only through, records maintained by the depository for the global
security or by its nominee. Ownership of beneficial interests in the global
security by persons that hold through participating institutions will be shown
on, and the transfer of the beneficial interests within the participating
institutions will be effected only through, records maintained by those
participating institutions. The laws of some jurisdictions may require that
purchasers of securities take physical delivery of the securities in
certificated form. The foregoing limitations and such laws may impair the
ability to transfer beneficial interests in the global securities.
So long as the depository for a global security, or its nominee, is the
registered owner of that global security, the depository or its nominee, as the
case may be, will be considered the sole owner or holder of the debt securities
represented by the global security for all purposes under the applicable
indenture. Unless otherwise specified in an applicable subsequent filing and
except as specified below, owners of beneficial interests in the global security
will not be entitled to have debt securities of the series represented by the
global security registered in their names, will not receive or be entitled to
receive physical delivery of debt securities of the series in certificated form
and will not be considered the holders thereof for any purposes under the
indenture. Accordingly, each person owning a beneficial interest in the global
security must rely on the procedures of the depository and, if such person is
not a participating institution, on the procedures of the participating
institution through which the person owns its interest, to exercise any rights
of a holder under the indenture.
The depository may grant proxies and otherwise authorize participating
institutions to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action which a holder is entitled to give or
take under the applicable indenture. We understand that, under existing industry
practices, if we request any action of holders or any owner of a beneficial
interest in the global security desires to give any notice or take any action a
holder is entitled to give or take under the applicable indenture, the
depository would authorize the participating institutions to give the notice or
take the action, and participating institutions would authorize beneficial
owners owning through such participating institutions to give the notice or take
the action or would otherwise act upon the instructions of beneficial owners
owning through them.
Unless otherwise specified in an applicable subsequent filings, payments of
principal, premium and interest on debt securities represented by global
security registered in the name of a depository or its nominee will be made by
us to the depository or its nominee, as the case may be, as the registered owner
of the global security.
We expect that the depository for any debt securities represented by a
global security, upon receipt of any payment of principal, premium or interest,
will credit participating institutions' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the global security as shown on the records of the depository. We also expect
that payments by participating institutions to owners of beneficial interests in
the global security held through those participating institutions will be
governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in street
names, and will be the responsibility of those participating institutions. None
of us, the trustees or any agent of ours or the trustees will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in a global security, or for
maintaining, supervising or reviewing any records relating to those beneficial
interests.
Unless otherwise specified in the applicable subsequent filings, a global
security of any series will be exchangeable for certificated debt securities of
the same series only if:
o the depository for such global securities notifies us that it is
unwilling or unable to continue as depository or such depository
ceases to be a clearing agency registered under the Exchange Act and,
in either case, a successor depository is not appointed by us within
90 days after we receive the notice or become aware of the
ineligibility,
o we in our sole discretion determine that the global securities shall
be exchangeable for certificated debt securities, or
o there shall have occurred and be continuing an event of default under
the applicable indenture with respect to the debt securities of that
series.
Upon any exchange, owners of beneficial interests in the global security or
securities will be entitled to physical delivery of individual debt securities
in certificated form of like tenor and terms equal in principal amount to their
beneficial interests, and to have the debt securities in certificated form
registered in the names of the beneficial owners, which names are expected to be
provided by the depository's relevant participating institutions to the
applicable trustee.
In the event that the Depository Trust Company, or DTC, acts as depository
for the global securities of any series, the global securities will be issued as
fully registered securities registered in the name of Cede & Co., DTC's
partnership nominee.
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participating institutions deposit with DTC. DTC also
facilitates the settlement among participating institutions of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participating institutions'
accounts, thereby eliminating the need for physical movement of securities
certificates. Direct participating institutions include securities brokers and
dealers, banks, trust companies, clearing corporations and other organizations.
DTC is owned by a number of its direct participating institutions and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others, such as securities brokers and dealers and banks and trust
companies that clear through or maintain a custodial relationship with a direct
participating institution, either directly or indirectly. The rules applicable
to DTC and its participating institutions are on file with the Commission.
To facilitate subsequent transfers, the debt securities may be registered
in the name of DTC's nominee, Cede & Co. The deposit of the debt securities with
DTC and their registration in the name of Cede & Co. will effect no change in
beneficial ownership. DTC has no knowledge of the actual beneficial owners of
the debt securities. DTC's records reflect only the identity of the direct
participating institutions to whose accounts debt securities are credited, which
may or may not be the beneficial owners. The participating institutions remain
responsible for keeping account of their holdings on behalf of their customers.
Delivery of notices and other communications by DTC to direct participating
institutions, by direct participating institutions to indirect participating
institutions, and by direct participating institutions and indirect
participating institutions to beneficial owners of debt securities are governed
by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect.
Neither DTC nor Cede & Co. consents or votes with respect to the debt
securities. Under its usual procedures, DTC mails a proxy to the issuer as soon
as possible after the record date. The proxy assigns Cede & Co.'s consenting or
voting rights to those direct participating institutions to whose accounts the
debt securities are credited on the record date.
If applicable, redemption notices shall be sent to Cede & Co. If less than
all of the debt securities of a series represented by global securities are
being redeemed, DTC's practice is to determine by lot the amount of the interest
of each direct participating institutions in that issue to be redeemed.
To the extent that any debt securities provide for repayment or repurchase
at the option of the holders thereof, a beneficial owner shall give notice of
any option to elect to have its interest in the global security repaid by us,
through its participating institution, to the applicable trustee, and shall
effect delivery of the interest in a global security by causing the direct
participating institution to transfer the direct participating institution's
interest in the global security or securities representing the interest, on
DTC's records, to the applicable trustee. The requirement for physical delivery
of debt securities in connection with a demand for repayment or repurchase will
be deemed satisfied when the ownership rights in the global security or
securities representing the debt securities are transferred by direct
participating institutions on DTC's records.
DTC may discontinue providing its services as securities depository for the
debt securities at any time. Under such circumstances, in the event that a
successor securities depository is not appointed, debt security certificates are
required to be printed and delivered as described above.
We may decide to discontinue use of the system of book-entry transfers
through the securities depository. In that event, debt security certificates
will be printed and delivered as described above.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be reliable, but we take no
responsibility for its accuracy.
Governing Law
Unless otherwise stated in the prospectus supplement, the debt securities
and the indentures will be governed by New York law.
Consent to Jurisdiction and Service
The indentures provide that we and each of our subsidiaries that guaranty
our debt securities will appoint Seward & Kissel LLP as their agent for actions
arising out of or relating to the applicable indenture, the debt securities or
the related guarantees brought under Federal or state securities laws in any
Federal or state court located in New York, New York and will submit to such
jurisdiction. If for any reason Seward & Kissel LLP is unable to serve in such
capacity, we will appoint another agent reasonably satisfactory to the indenture
trustee.
Payment and Paying Agents
Distributions on the debt securities other than those represented by global
notes will be made in the designated currency against surrender of the debt
securities at the principal corporate trust office or agency of the indenture
trustee in New York, New York. Payment will be made to the registered holder at
the close of business on the record date for such payment. Interest payments
will be made at the principal corporate trust office or agency of the indenture
trustee in New York, New York, or by a check mailed to the holder at his
registered address. Payments in any other manner will be specified in the
prospectus supplement.
Transfer and Exchange
The debt securities may be presented for exchange, and debt securities
other than a global security may be presented for registration of transfer, at
the principal corporate trust office or agency of the indenture trustee in New
York, New York. Holders will not have to pay any service charge for any
registration of transfer or exchange of debt securities, but we may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection with such registration of transfer or exchange of debt
securities.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
o debt or equity securities issued by us or securities of third parties,
a basket of such securities, an index or indices of such securities or
any combination of the above as specified in the applicable prospectus
supplement;
o currencies; or
o commodities.
Each purchase contract will entitle the holder thereof to purchase or sell,
and obligate us to sell or purchase, on specified dates, such securities,
currencies or commodities at a specified purchase price, which may be based on a
formula, all as set forth in the applicable prospectus supplement. We may,
however, satisfy our obligations, if any, with respect to any purchase contract
by delivering the cash value of such purchase contract or the cash value of the
property otherwise deliverable or, in the case of purchase contracts on
underlying currencies, by delivering the underlying currencies, as set forth in
the applicable prospectus supplement. The applicable prospectus supplement will
also specify the methods by which the holders may purchase or sell such
securities, currencies or commodities and any acceleration, cancellation or
termination provisions or other provisions relating to the settlement of a
purchase contract.
The purchase contracts may require us to make periodic payments to the
holders thereof or vice versa, which payments may be deferred to the extent set
forth in the applicable prospectus supplement, and those payments may be
unsecured or prefunded on some basis. The purchase contracts may require the
holders thereof to secure their obligations in a specified manner to be
described in the applicable prospectus supplement. Alternatively, purchase
contracts may require holders to satisfy their obligations thereunder when the
purchase contracts are issued. Our obligation to settle such pre-paid purchase
contracts on the relevant settlement date may constitute indebtedness.
Accordingly, pre-paid purchase contracts will be issued under either the senior
indenture or the subordinated indenture.
DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue units
consisting of one or more purchase contracts, warrants, debt securities,
preferred shares, common shares or any combination of such securities. The
applicable prospectus supplement will describe:
o the terms of the units and of the purchase contracts, warrants, debt
securities, preferred shares and common shares comprising the units,
including whether and under what circumstances the securities
comprising the units may be traded separately;
o a description of the terms of any unit agreement governing the units;
and
o a description of the provisions for the payment, settlement, transfer
or exchange or the units.
EXPENSES
The following are the estimated expenses of the issuance and distribution
of the securities being registered under the Registration Statement of which
this prospectus forms a part, all of which will be paid by us.
SEC registration fee $ 37,978
Blue sky fees and expenses $ 7,500
Printing and engraving expenses $ 150,000
Legal fees and expenses $ 180,000
Rating agency fees $ 100,000
Accounting fees and expenses $ 150,000
Indenture trustee fees and experts $ 35,000
Transfer agent and registrar $ 20,000
Miscellaneous $ 75,000
---------
Total $ 755,478
=========
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed
upon for us by Seward & Kissel LLP, New York, New York with respect to matters
of U.S. and Marshall Islands law.
EXPERTS
The financial statements incorporated in this prospectus by reference from
our Annual Report on Form 20-F for the year ended December 31, 2004, filed with
the SEC on June 28, 2005 and any amendments thereto, have been audited by Ernst
& Young (Hellas) Certified Auditors Accountants S.A., independent registered
public accounting firm, as stated in their report, which is incorporated in this
prospectus by reference, and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Government Filings
We file annual and other information with the Securities and Exchange
Commission. You may read and copy any document that we file at the public
reference facilities maintained by the Commission at 100 Fifth Street, N.E.,
Room 1580, Washington, D.C. 20549. You may obtain information on the operation
of the public reference room by calling 1 (800) SEC-0330, and you may obtain
copies at prescribed rates from the Public Reference Section of the Commission
at its principal office in Washington, D.C. 20549. The SEC maintains a website
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
Our SEC filings are also available on our website at http://www.toptankers.com.
Information Incorporated by Reference
The SEC allows us to "incorporate by reference" information that we file
with it. This means that we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the SEC prior to the termination of this offering will also be
considered to be part of this prospectus and will automatically update and
supersede previously filed information, including information contained in this
document.
We incorporate by reference our Annual Report on Form 20-F for the fiscal
year ended December 31, 2004, filed with the SEC on June 28, 2005, and amended
on June 30, 2005, which contains audited consolidated financial statements for
the most recent fiscal year for which those statements have been filed. We also
incorporate by reference the reports of our 2005 first quarter results, filed
with the SEC on Form 6-K on April 27, 2005. Additionally, we incorporate by
reference any future filings we will make with the SEC under the Securities
Exchange Act if such filings state that they are incorporated by reference into
this prospectus, until we file a post-effective amendment indicating that the
offering of securities made by this prospectus has been completed.
You may request a free copy of the above mentioned filing or any subsequent
filing we incorporated by reference to this prospectus by writing or telephoning
us at the following address:
TOP Tankers Inc.
Attn: Eirini Alexandropoulou
109-111 Messogion Avenue
Politia Centre
Athens 115 26 GR
(011) (30) 210 69 78 000 http://www.toptankers.com
Information Provided by the Company
We will furnish holders of our common stock with annual reports containing
audited financial statements and a report by our independent registered public
accounting firm. The audited financial statements will be prepared in accordance
with U.S. generally accepted accounting principles. As a "foreign private
issuer," we are exempt from the rules under the Securities Exchange Act
prescribing the furnishing and content of proxy statements to shareholders.
While we furnish proxy statements to shareholders in accordance with the rules
of the Nasdaq National Market, those proxy statements do not conform to Schedule
14A of the proxy rules promulgated under the Exchange Act. In addition, as a
"foreign private issuer," we are exempt from the rules under the Exchange Act
relating to short swing profit reporting and liability.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
--------------------------------
Item 8. Indemnification of Directors and Officers.
(1) The By-Laws of the Registrant provide that any person who is or was a
director or officer of the Registrant, or is or was serving at the
request of the Registrant as a director or officer of another
partnership, joint venture, trust or other enterprise shall be
entitled to be indemnified by the Registrant upon the same terms,
under the same conditions, and to the same extent as authorized by
Section 60 of the Business Corporation Act of the Republic of The
Marshall Islands, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Registrant, and, with respect to any criminal action or
proceeding, had reasonable cause to believe his conduct was unlawful.
Section 60 of the Associations Law of the Republic of the Marshall Islands
provides as follows:
Indemnification of directors and officers.
(1) Actions not by or in right of the corporation. A corporation shall
have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of no contest, or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the bests
interests of the corporation, and, with respect to any criminal action
or proceedings, had reasonable cause to believe that his conduct was
unlawful.
(2) Actions by or in right of the corporation. A corporation shall have
the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director or officer of the corporation, or is or was serving at the
request of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him or
in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claims, issue
or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to
the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
(3) When director or officer successful. To the extent that a director or
officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (1) or (2) of this section, or in the defense of a claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(4) Payment of expenses in advance. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid in advance of the
final disposition of such action, suit or proceeding as authorized by
the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to
be indemnified by the corporation as authorized in this section.
(5) Indemnification pursuant to other rights. The indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office.
(6) Continuation of indemnification. The indemnification and advancement
of expenses provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(7) Insurance. A corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director or officer
of the corporation or is or was serving at the request of the
corporation as a director or officer against any liability asserted
against him and incurred by him in such capacity whether or not the
corporation would have the power to indemnify him against such
liability under the provisions of this section.
Item 9. Exhibits
Exhibit
Number Description
------ -----------
1.1 Underwriting Agreement (for equity securities)*
1.2 Underwriting Agreement (for debt securities)*
4.1 Form of Common Stock Certificate+
4.2 Preferred Share Certificate*
4.3 Debt Securities Indenture (senior indenture)
4.4 Debt Securities Indenture (subordinated indenture)
5.1 Opinion of Seward & Kissel LLP, United States and Marshall
Islands counsel to TOP Tankers Inc. (the "Company") as to the
validity of the common stock, preferred stock, debt
securities, warrants, purchase contracts and units
5.2 Opinion of Seward & Kissel LLP, with respect to certain tax
matters*
12.1 Computation of ratio of earnings to fixed charges
23.1 Consent of Seward & Kissel LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young (Hellas) Certified Auditors
Accountants S.A.
24 Power of Attorney (contained in signature page)
25.1 T-1 Statement of Eligibility (senior indenture)
25.2 T-1 Statement of Eligibility (subordinated indenture)
* To be filed either as an amendment or as an exhibit to a report filed
pursuant to the Securities Exchange Act of 1934 of the Registrant and
incorporated by reference into this Registration Statement.
+ Incorporated herein by reference to Exhibit 4 in the Registration Statement
of TOP Tankers Inc. filed July 21, 2004 on Form F-1, Registration No.
333-117213.
Item 10. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement
to include any financial statements required by Item 8.A. of Form
20-F at the start of any delayed offering or throughout a
continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information
required by Section 10(a)(3) of the Act or Rule 3-19 of this
chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
(5) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(6) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(7) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
TOP TANKERS INC.
/s/ EVANGELOS J. PISTIOLIS
-------------------------------
By: Evangelos J. Pistiolis
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Evangelos J. Pistiolis, Stamatios
N. Tsantanis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on August
1, 2005 in the capacities indicated.
Signature Title Date
--------- ----- ----
/s/ EVANGELOS J. PISTIOLIS Director, President and Chief August 1, 2005
-------------------------- Executive Officer
Evangelos J. Pistiolis (Principal Executive Officer)
/s/ THOMAS F. JACKSON Director and Chairman of the August 1, 2005
----------------------- Board
Thomas F. Jackson
/s/ STAMATIOS N. TSANTANIS Director and Chief Financial August 1, 2005
-------------------------- Officer(Principal Financial
Stamatios N. Tsantanis Officer and Principal
Accounting Officer)
/s/ VANGELIS G. IKONOMOU Director and Executive Vice August 1, 2005
------------------------ President
Vangelis G. Ikonomou
/s/ MICHAEL G. DOCHERTY Director August 1, 2005
-----------------------
Michael G. Docherty
/s/ CHRISTOPHER J. THOMAS Director August 1, 2005
-------------------------
Christopher J. Thomas
/s/ ROY GIBBS Director August 1, 2005
-----------------------
Roy Gibbs
/s/ EIRINI ALEXANDROPOULOU Corporate Secretary August 1, 2005
--------------------------
Eirini Alexandropoulou
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
TOP TANKER MANAGEMENT INC.
By /s/ GEORGE VRONTAKIS
---------------------------
Name: George Vrontakis
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ GEORGE VRONTAKIS President and Director August 1, 2005
-----------------------
George Vrontakis
/s/ SMARO ZOULIA Vice President and Director August 1, 2005
-----------------------
Smaro Zoulia
/s/ ANNITA HADJIPASCHALI Treasurer, Secretary and August 1, 2005
------------------------ Director
Annita Hadjipaschali
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
TOP TANKERS (UK) LIMITED
By /s/ George Economou
---------------------------
Name: George Economou
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ GEORGE ECONOMOU Director August 1, 2005
------------------------
George Economou
/s/ ANNITA HADJIPASCHALI Director August 1, 2005
------------------------
Annita Hadjipaschali
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
VERMIO SHIPPING COMPANY LIMITED
By /s/ PETROS VRONTAKIS
---------------------------
Name: Petros Vrontakis
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ PETROS VRONTAKIS President, Treasurer and August 1, 2005
------------------------ Director
Petros Vrontakis
/s/ SMARO ZOULIA Vice President, Secretary August 1, 2005
------------------------ and Director
Smaro Zoulia
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
RUPEL SHIPPING COMPANY INC.
By /s/ PETROS VRONTAKIS
---------------------------
Name: Petros Vrontakis
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ PETROS VRONTAKIS President and Director August 1, 2005
------------------------
Petros Vrontakis
/s/ SMARO ZOULIA Vice President and Director August 1, 2005
------------------------
Smaro Zoulia
/s/ ANNITA HADJIPASCHALI Treasurer, Secretary and August 1, 2005
------------------------ Director
Annita Hadjipaschali
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
GRAMOS SHIPPING COMPANY INC.
By /s/ PETROS VRONTAKIS
---------------------------
Name: Petros Vrontakis
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ PETROS VRONTAKIS President and Director August 1, 2005
------------------------
Petros Vrontakis
/s/ SMARO ZOULIA Vice President and Director August 1, 2005
------------------------
Smaro Zoulia
/s/ ANNITA HADJIPASCHALI Treasurer, Secretary and August 1, 2005
------------------------ Director
Annita Hadjipaschali
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
OLYMPOS SHIPPING COMPANY LIMITED
By /s/ PETROS VRONTAKIS
---------------------------
Name: Petros Vrontakis
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ PETROS VRONTAKIS President and Director August 1, 2005
------------------------
Petros Vrontakis
/s/ ANNITA HADJIPASCHALI Vice President and Director August 1, 2005
------------------------
Annita Hadjipaschali
/s/ SMARO ZOULIA Treasurer, Secretary and August 1, 2005
------------------------ Director
Smaro Zoulia
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
HELIDONA SHIPPING COMPANY
LIMITED
By /s/ PETROS VRONTAKIS
---------------------------
Name: Petros Vrontakis
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ PETROS VRONTAKIS President and Director August 1, 2005
--------------------------
Petros Vrontakis
/s/ ANNITA HADJIPASCHALI Vice President and Director August 1, 2005
--------------------------
Annita Hadjipaschali
/s/ SMARO ZOULIA Treasurer, Secretary and August 1, 2005
-------------------------- Director
Smaro Zoulia
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
KALIDROMO SHIPPING COMPANY
LIMITED
By /s/ PETROS VRONTAKIS
---------------------------
Name: Petros Vrontakis
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ PETROS VRONTAKIS President and Director August 1, 2005
--------------------------
Petros Vrontakis
/s/ ANNITA HADJIPASCHALI Vice President and Director August 1, 2005
--------------------------
Annita Hadjipaschali
/s/ SMARO ZOULIA Treasurer, Secretary and August 1, 2005
-------------------------- Director
Smaro Zoulia
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
MYTIKAS SHIPPING COMPANY LIMITED
By /s/ ANNITA HADJIPASCHALI
---------------------------
Name: Annita Hadjipaschali
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ ANNITA HADJIPASCHALI President and Director August 1, 2005
------------------------
Annita Hadjipaschali
/s/ SMARO ZOULIA Vice President and Director August 1, 2005
------------------------
Smaro Zoulia
/s/ GEORGE VRONTAKIS Treasurer, Secretary and August 1, 2005
------------------------ Director
George Vrontakis
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
LITOCHORO SHIPPING COMPANY
LIMITED
By /s/ ANNITA HADJIPASCHALI
---------------------------
Name: Annita Hadjipaschali
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ ANNITA HADJIPASCHALI President and Director August 1, 2005
------------------------
Annita Hadjipaschali
/s/ SMARO ZOULIA Vice President and Director August 1, 2005
------------------------
Smaro Zoulia
/s/ GEORGE VRONTAKIS Treasurer, Secretary and August 1, 2005
------------------------ Director
George Vrontakis
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
KISAVOS SHIPPING COMPANY LIMITED
By /s/ SMARO ZOULIA
---------------------------
Name: Smaro Zoulia
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ SMARO ZOULIA President and Director August 1, 2005
------------------------
Smaro Zoulia
/s/ STYLIANOS GIAMANIS Vice President and Director August 1, 2005
------------------------
Stylianos Giamanis
/s/ GEORGE VRONTAKIS Treasurer, Secretary and August 1, 2005
------------------------ Director
George Vrontakis
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
PARNIS SHIPPING COMPANY LIMITED
By /s/ SMARO ZOULIA
---------------------------
Name: Smaro Zoulia
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ SMARO ZOULIA President and Director August 1, 2005
------------------------
Smaro Zoulia
/s/ STYLIANOS GIAMANIS Vice President and Director August 1, 2005
------------------------
Stylianos Giamanis
/s/ GEORGE VRONTAKIS Treasurer, Secretary and August 1, 2005
------------------------ Director
George Vrontakis
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
IMITOS SHIPPING COMPANY LIMITED
By /s/ SMARO ZOULIA
---------------------------
Name: Smaro Zoulia
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ SMARO ZOULIA President and Director August 1, 2005
------------------------
Smaro Zoulia
/s/ STYLIANOS GIAMANIS Vice President and Director August 1, 2005
------------------------
Stylianos Giamanis
/s/ GEORGE VRONTAKIS Treasurer, Secretary and August 1, 2005
------------------------ Director
George Vrontakis
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
FALAKRO SHIPPING COMPANY LIMITED
By /s/ GEORGE VRONTAKIS
---------------------------
Name: George Vrontakis
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ GEORGE VRONTAKIS President and Director August 1, 2005
------------------------
George Vrontakis
/s/ ANNITA HADJIPASCHALI Vice President and Director August 1, 2005
------------------------
Annita Hadjipaschali
/s/ SMARO ZOULIA Treasurer, Secretary and August 1, 2005
------------------------ Director
Smaro Zoulia
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
PSILORITIS SHIPPING COMPANY
LIMITED
By /s/ GEORGE VRONTAKIS
---------------------------
Name: George Vrontakis
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ GEORGE VRONTAKIS President and Director August 1, 2005
------------------------
George Vrontakis
/s/ ANNITA HADJIPASCHALI Vice President and Director August 1, 2005
------------------------
Annita Hadjipaschali
/s/ SMARO ZOULIA Treasurer, Secretary and August 1, 2005
------------------------ Director
Smaro Zoulia
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
PYLIO SHIPPING COMPANY LIMITED
By /s/ GEORGE VRONTAKIS
---------------------------
Name: George Vrontakis
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ GEORGE VRONTAKIS President and Director August 1, 2005
------------------------
George Vrontakis
/s/ ANNITA HADJIPASCHALI Vice President and Director August 1, 2005
------------------------
Annita Hadjipaschali
/s/ SMARO ZOULIA Treasurer, Secretary and August 1, 2005
------------------------ Director
Smaro Zoulia
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
IDI SHIPPING COMPANY LIMITED
By /s/ GEORGE VRONTAKIS
---------------------------
Name: George Vrontakis
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ GEORGE VRONTAKIS President and Director August 1, 2005
------------------------
George Vrontakis
/s/ ANNITA HADJIPASCHALI Vice President and Director August 1, 2005
------------------------
Annita Hadjipaschali
/s/ SMARO ZOULIA Treasurer, Secretary and August 1, 2005
------------------------ Director
Smaro Zoulia
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
TAYGETUS SHIPPING COMPANY
LIMITED
By /s/ GEORGE VRONTAKIS
---------------------------
Name: George Vrontakis
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ GEORGE VRONTAKIS President and Director August 1, 2005
------------------------
George Vrontakis
/s/ ANNITA HADJIPASCHALI Vice President and Director August 1, 2005
------------------------
Annita Hadjipaschali
/s/ SMARO ZOULIA Treasurer, Secretary and August 1, 2005
------------------------ Director
Smaro Zoulia
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
VITSI SHIPPING COMPANY LIMITED
By /s/ SMARO ZOULIA
---------------------------
Name: Smaro Zoulia
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ SMARO ZOULIA President and Director August 1, 2005
------------------------
Smaro Zoulia
/s/ STYLIANOS GIAMANIS Vice President and Director August 1, 2005
------------------------
Stylianos Giamanis
/s/ GEORGE VRONTAKIS Treasurer, Secretary and August 1, 2005
------------------------ Director
George Vrontakis
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
PARNASOS SHIPPING COMPANY
LIMITED
By /s/ SMARO ZOULIA
---------------------------
Name: Smaro Zoulia
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ SMARO ZOULIA President and Director August 1, 2005
------------------------
Smaro Zoulia
/s/ STYLIANOS GIAMANIS Vice President and Director August 1, 2005
------------------------
Stylianos Giamanis
/s/ GEORGE VRONTAKIS Treasurer, Secretary and August 1, 2005
------------------------ Director
George Vrontakis
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
PAGEON SHIPPING COMPANY LIMITED
By /s/ SMARO ZOULIA
---------------------------
Name: Smaro Zoulia
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ SMARO ZOULIA Director August 1, 2005
---------------------------
Smaro Zoulia
/s/ GEORGE VRONTAKIS Director August 1, 2005
---------------------------
George Vrontakis
/s/ CYPROSERVUS CO. LIMITED Secretary August 1, 2005
---------------------------
Cyproservus Co. Limited
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
VARDOUSIA SHIPPING COMPANY
LIMITED
By /s/ SMARO ZOULIA
---------------------------
Name: Smaro Zoulia
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ SMARO ZOULIA Director August 1, 2005
---------------------------
Smaro Zoulia
/s/ GEORGE VRONTAKIS Director August 1, 2005
---------------------------
George Vrontakis
/s/ CYPROSERVUS CO. LIMITED Secretary August 1, 2005
---------------------------
Cyproservus Co. Limited
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
PARNON SHIPPING COMPANY LIMITED
By /s/ SMARO ZOULIA
---------------------------
Name: Smaro Zoulia
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ SMARO ZOULIA Director August 1, 2005
---------------------------
Smaro Zoulia
/s/ GEORGE VRONTAKIS Director August 1, 2005
---------------------------
George Vrontakis
/s/ CYPROSERVUS CO. LIMITED Secretary August 1, 2005
---------------------------
Cyproservus Co. Limited
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
MENALO SHIPPING COMPANY LIMITED
By /s/ SMARO ZOULIA
---------------------------
Name: Smaro Zoulia
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ SMARO ZOULIA Director August 1, 2005
---------------------------
Smaro Zoulia
/s/ GEORGE VRONTAKIS Director August 1, 2005
---------------------------
George Vrontakis
/s/ CYPROSERVUS CO. LIMITED Secretary August 1, 2005
---------------------------
Cyproservus Co. Limited
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
PINTOS SHIPPING COMPANY LIMITED
By /s/ SMARO ZOULIA
---------------------------
Name: Smaro Zoulia
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ SMARO ZOULIA Director August 1, 2005
---------------------------
Smaro Zoulia
/s/ GEORGE VRONTAKIS Director August 1, 2005
---------------------------
George Vrontakis
/s/ CYPROSERVUS CO. LIMITED Secretary August 1, 2005
---------------------------
Cyproservus Co. Limited
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
AGION OROS SHIPPING COMPANY
LIMITED
By /s/ SMARO ZOULIA
---------------------------
Name: Smaro Zoulia
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ SMARO ZOULIA President and Director August 1, 2005
------------------------
Smaro Zoulia
/s/ ANNITA HADJIPASCHALI Vice President and Director August 1, 2005
------------------------
Annita Hadjipaschali
/s/ GEORGE VRONTAKIS Treasurer, Secretary and August 1, 2005
------------------------ Director
George Vrontakis
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
GIONA SHIPPING COMPANY LIMITED
By /s/ ANNITA HADJIPASCHALI
---------------------------
Name: Annita Hadjipaschali
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ ANNITA HADJIPASCHALI President and Director August 1, 2005
------------------------
Annita Hadjipaschali
/s/ SMARO ZOULIA Vice President and Director August 1, 2005
------------------------
Smaro Zoulia
/s/ GEORGE VRONTAKIS Treasurer, Secretary and August 1, 2005
------------------------ Director
George Vrontakis
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
LEFKA SHIPPING COMPANY LIMITED
By /s/ ANNITA HADJIPASCHALI
---------------------------
Name: Annita Hadjipaschali
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ ANNITA HADJIPASCHALI President and Director August 1, 2005
------------------------
Annita Hadjipaschali
/s/ SMARO ZOULIA Vice President and Director August 1, 2005
------------------------
Smaro Zoulia
/s/ GEORGE VRONTAKIS Treasurer, Secretary and August 1, 2005
-------------------------- Director
George Vrontakis
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Athens, Country of Greece, on August 1, 2005.
AGRAFA SHIPPING COMPANY LIMITED
By /s/ ANNITA HADJIPASCHALI
---------------------------
Name: Annita Hadjipaschali
Title: President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ ANNITA HADJIPASCHALI President and Director August 1, 2005
------------------------
Annita Hadjipaschali
/s/ SMARO ZOULIA Vice President and Director August 1, 2005
------------------------
Smaro Zoulia
/s/ GEORGE VRONTAKIS Treasurer, Secretary and August 1, 2005
------------------------ Director
George Vrontakis
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly authorized representative in the United States of the aforementioned
Registrant, has signed this Registration Statement in the City of New York,
State of New York, on August 1, 2005.
/s/ GREGORY F. LAVELLE
-------------------------------
Gregory F. Lavelle
Exhibits
Filed DESCRIPTION
Herewith -----------
--------
Description of Exhibits
-----------------------
4.3 Debt Securities Indenture (senior indenture)
4.4 Debt Securities Indenture (subordinated indenture)
5.1 Opinion of Seward & Kissel LLP, United States and Marshall
Islands counsel to TOP Tankers Inc. (the "Company") as to the
validity of the common stock, preferred stock, debt securities,
warrants, purchase contracts and units
12.1 Computation of ratio of earnings to fixed charges
23.1 Consent of Seward & Kissel LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young (Hellas) Certified Auditors Accountants
S.A.
24 Power of Attorney (contained on signature page)
25.1 T-1 Statement of Eligibility (senior indenture)
25.2 T-1 Statement of Eligibility (subordinated indenture)
23116.0001 #586019v3