UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2006
Commission File Number
TOP TANKERS INC.
(Translation of registrant's name into English)
109-111 Messogion Avenue
Politia Centre
Athens 115 26 GR
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)7: ___
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): ________.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Included in this report on Form 6-K as Exhibit 1 is the press release issued by
TOP Tankers Inc. (the "Company") on June 27, 2006.
This Report on Form 6-K is hereby incorporated by reference into the Company's
Registration Statement on Form F-3, filed August 1, 2005 (Registration No.
333-127086).
Exhibit 1
---------
[GRAPHIC OMITTED]
NEWS RELEASE for June 27, 2006
------------------------------
Contact: Michael Mason (investors) Stamatis Tsantanis, CFO
Allen & Caron Inc TOP Tankers Inc
212 691 8087 011 30 210 697 8199
michaelm@allencaron.com snt@toptankers.com
TOP TANKERS ANNOUNCES SALES OF 2.6 MILLION SHARES IN "AT-THE
MARKET" TRANSACTIONS
ATHENS, GREECE (June 27, 2006) ... TOP Tankers Inc. (Nasdaq NM:TOPT) announced
today that it has offered and sold an aggregate of 2,600,000 shares of the
Company's common stock, par value $0.01 per share, pursuant to the Company's
shelf registration statement on Form F-3 (Registration No. 333-127086) in
"at-the-market" offerings at an average price of approximately $7.50 per share,
under the Controlled Equity Offering Sales Agreement, dated April 13, 2006, by
and between the Company and Cantor Fitzgerald & Co. (the "Sales Agreement"). The
Sales Agreement has been filed as an exhibit to the Company's annual report on
Form 20-F filed with the Securities and Exchange Commission (the "Commission")
on April 13, 2006. The Company has a total of 30,805,640 shares of common stock
outstanding.
In accordance with the terms of the Sales Agreement, the Company may offer and
sell up to an additional 5,000,000 shares of common stock from time to time
through Cantor Fitzgerald & Co. Cantor Fitzgerald & Co. will be entitled to
compensation equal to 2.50% of the gross proceeds of the sale of any of the
5,000,000 shares of common stock referenced herein that are sold in
"at-the-market" offerings, and 4.0% of the gross proceeds of the sale of any of
those shares in negotiated transactions.
The Company may offer and sell up to an additional 5,000,000 shares of common
stock under the prospectus and related prospectus supplement. The prospectus and
related prospectus supplement have been filed with the Commission.
The net proceeds of the sales will be used for capital expenditures, repayment
of indebtedness, working capital, to make vessel acquisitions and for general
corporate purposes.
About TOP Tankers Inc
TOP Tankers Inc is an international provider of worldwide seaborne crude oil and
petroleum products transportation services. The Company operates a fleet of 27
tankers, consisting of 13 double-hull Suezmax tankers and 14 double-hull
Handymax tankers, with a total carrying capacity of approximately 2.6 million
dwt, of which 88.8% are sister ships. Nineteen of the Company's 27 tankers are
on time charter contracts with an average term of over three years with all but
two of the time charters including profit sharing agreements.
Forward-Looking Statements
Matters discussed in this release may constitute forward-looking statements.
Forward-looking statements reflect our current views with respect to future
events and financial performance and may include statements concerning plans,
objectives, goals, strategies, future events or performance, and underlying
assumptions and other statements, which are other than statements of historical
facts.
The forward-looking statements in this release 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 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 cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections.
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 charterhire 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, changes in demand for oil and
petroleum products, the effect of changes in OPEC's petroleum production levels
and worldwide oil consumption and storage, changes in demand that may affect
attitudes of time charterers, scheduled and unscheduled drydocking, changes in
our 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 and political events or acts by terrorists.
Risks and uncertainties are further described in reports filed by TOP Tankers
with the US Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TOP TANKERS INC.
Dated: June 27, 2006 By /s/ Stamatis N. Tsantanis
------------------------------------
Name: Stamatis N. Tsantanis
Title: Chief Financial Officer