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PROSPECTUS
SUPPLEMENT
(TO
PROSPECTUS DATED AUGUST 1, 2005)
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FILED
PURSUANT TO RULE 424(B)(2)
REGISTRATION
NO. 333-127086
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TOP
TANKERS INC.
COMMON
STOCK
This
prospectus supplement relates to the issuance and sale of shares of our common
stock having an aggregate amount up to $50,000,000 on our behalf from time
to
time through our sales agent, Deutsche Bank Securities Inc., or Deutsche Bank,
in at-the-market transactions and privately negotiated
transactions. These sales, if any, will be made pursuant to the terms
of a sales agreement between us and the sales agent, the form of which was
filed
with the Securities and Exchange Commission under a report on Form 6-K dated
June 13, 2007 and is incorporated by reference herein. See “Plan of
Distribution.” In addition, the accompanying prospectus was updated
by information filed with the Securities and Exchange Commission under a report
on Form 6-K dated July 24, 2007, which is incorporated by reference
herein.
SEE
“RISK FACTORS” BEGINNING ON PAGE 2 OF THE ACCOMPANYING PROSPECTUS TO READ
ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON
STOCK.
Our
common stock trades on the Nasdaq Global Market, or NASDAQ, under the symbol
“TOPT.” On July 23, 2007, the closing price of our common stock as quoted on the
NASDAQ was $ 7.88 per share.
In
connection with the sale of common stock on our behalf, the sales agent may
be
deemed to be an “underwriter” within the meaning of the Securities Act of 1933,
and the compensation of the sales agent may be deemed to be underwriting
commissions or discounts. We have agreed to provide indemnification and
contribution to the sales agent against certain liabilities, including
liabilities under the Securities Act.
_____________________________________
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these
securities
or determined if this prospectus is truthful or complete.
Any
representation to the contrary is a criminal offense.
_____________________________________
Compensation
to Deutsche Bank for sales at negotiated prices will be 4.00% of the gross
amount of the proceeds of such sales. The exact amount of compensation to be
received by the sales agents for sales at negotiated prices will be disclosed
in
a separate prospectus supplement for such sales filed with the Securities and
Exchange Commission. Compensation to Deutsche Bank for all
at-the-market transactions will be 2.75% of the gross proceeds of such
sales.
The
table below shows the maximum compensation to be received by Deutsche Bank
for
at-the-market sales of our common stock assuming the maximum aggregate amount
of
common stock that can be sold pursuant to this prospectus supplement in
at-the-market sales is sold.
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Per
Share
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Total
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Initial
price to public…………………………………………………………………..
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To
be determined*
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$50,000,000
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Deutsche
Bank’s compensation……………………………………...
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To
be determined*
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$ 1,375,000
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Proceeds,
before expenses, to Top Tankers …………………………………………..
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To
be determined*
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$48,625,000
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*The
price per share for an at-the-market transaction will be determined
at the
time of the transaction. The maximum aggregate amount of our
common stock permitted to be sold under this prospectus supplement
in
at-the-market transactions is $50,000,000. However, we may sell
some of our common stock in negotiated sales, which would reduce
the
amount of our common stock to be sold in at-the-market
transactions. See “Plan of
Distribution”.
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The
date of this Prospectus Supplement is July 24, 2007
Deutsche
Bank Securities Inc.
SK
23116 0001 779565
V2