d839552_6-k.htm

FORM 6-K


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of December 2007

Commission File Number

TOP TANKERS INC.
(Translation of registrant’s name into English)

1 VAS. SOFIAS & MEG.
ALEXANDROU STREET
151 24, MAROUSSI
ATHENS, GREECE
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ]     Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)7: ___

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  Yes [   ]   No [ X ]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): ________.




INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this report on Form 6-K as Exhibit 1 is the press release issued by Top Tankers Inc. (the “Company”) on December 17, 2007, announcing the results of the Special Meeting of the Company's Shareholders that was held on December 13, 2007.  Attached hereto as Exhibit 2 is the Company’s press release dated December 17, 2007, announcing the sale of the M/T Noiseless.




 

 
   
 EXHIBIT 1
 
 

 
NEWS RELEASE for December 17, 2007

Contact:
Michael Mason (investors)
Stamatis Tsantanis, CFO
 
Allen & Caron Inc
TOP Ships Inc.
 
212 691 8087
011 30 210 812 8199
 
michaelm@allencaron.com
snt@toptankers.com
 

TOP SHIPS ANNOUNCES THE RESULTS OF ITS
SPECIAL SHAREHOLDERS MEETING

ATHENS, GREECE (December 17, 2007)  TOP Ships Inc (NasdaqGS:TOPT) (the “Company”) today announced the results of its special shareholders meeting.  At the meeting, the amendment to Section A of the Company’s Amended and Restated Articles of Incorporation to change the name of the Company to “TOP SHIPS INC.” was approved by holders of approximately 70%  of the Company’s outstanding common shares.   While a majority of those voting supported the proposal to reduce the quorum requirement for shareholders meetings, that proposal did not garner the requisite affirmative majority of the Company’s total outstanding common shares.


About TOP Ships Inc
TOP Ships Inc, formerly known as TOP Tankers Inc., is an international provider of worldwide seaborne crude oil and petroleum products and of drybulk transportation services. The Company operates a fleet of 20 tankers, consisting of 12 double-hull Suezmax tankers and 8 double-hull Handymax tankers, with a total carrying capacity of approximately 2.2 million dwt, of which 87% are sister ships, and one drybulk vessel. It expects delivery of five more drybulk vessels between December 2007 and March 2008.  Thirteen of the Company’s 20 tankers will be on time charter contracts with an average initial term of over three years with all but three of the time charters including profit sharing agreements. Three of the Company’s drybulk vessels will have period charter contracts for an average period of 18 months.

Forward Looking Statement
Certain statements and information included in this release constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995.  The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business.  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 Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “will,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our



management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe 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, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other 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 fluctuations in charter rates and vessel values, failure of a seller to deliver one or more vessels or of a buyer to accept delivery of one or more vessels, inability to procure acquisition financing, default by one or more charterers of our ships, changes in the demand for crude oil and petroleum products, changes in demand for dry bulk shipping capacity, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.




 

 
   
 EXHIBIT 2
 

NEWS RELEASE for December 17, 2007

Contact:
Michael Mason (investors)
Stamatis Tsantanis, CFO
 
Allen & Caron Inc
TOP Ships Inc.
 
212 691 8087
011 30 210 812 8199
 
michaelm@allencaron.com
snt@toptankers.com


TOP SHIPS ANNOUNCES SALE OF THE M/T NOISELESS

ATHENS, GREECE (December 17, 2007) … TOP Ships Inc. (Nasdaq:TOPT), announced today the sale of Noiseless, a 149,599 Dwt, double-hull Suezmax tanker built in 1992. The sale will result in a book profit, which will be recognized in the first quarter of 2008. The vessel is expected to be delivered to its new owners by the end of January 2008.

The Company said that the net proceeds of the sale may be applied to acquisitions and general corporate purposes.


About TOP Ships Inc.
TOP Ships Inc., formerly known as TOP Tankers Inc., is an international provider of worldwide seaborne crude oil and petroleum products and of drybulk transportation services. Upon delivery of the Noiseless to its new owners, the Company will operate a fleet of 19 tankers, consisting of 11 double-hull Suezmax tankers and 8 double-hull Handymax tankers, with a total carrying capacity of approximately 2.0 million dwt, of which 78% are sister ships, and one drybulk vessel. It expects delivery of five more drybulk vessels between December 2007 and March 2008.  Thirteen of the Company’s 19 tankers will be on time charter contracts with an average initial term of over three years with all but three of the time charters including profit sharing agreements. Three of the Company’s drybulk vessels will have period charter contracts for an average period of 18 months.

Forward-Looking Statement
Certain statements and information included in this release constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995.  The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business.  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 Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “will,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe 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, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other 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 fluctuations in charter rates and vessel values, failure of a seller to deliver one or more vessels or of a buyer to accept delivery of one or more vessels, inability to procure acquisition financing, default by one or more charterers of our ships, changes in the demand for crude oil and petroleum products, changes in demand for dry bulk shipping capacity, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.









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.
(registrant)


Dated:  December 17, 2007
 
By:
/s/ Evangelos J. Pistiolis
 
     
Evangelos J. Pistiolis
 
     
Chief Executive Officer
 






SK 23116 0001 839552