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 August 2010
Commission
File Number: 000-50859
TOP
SHIPS 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): ________.
Note: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely
to provide an attached annual report to security holders.
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): ________.
Note: Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the registrant's
"home country"), or under the rules of the home country exchange on which the
registrant's securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been distributed to the
registrant's security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on
EDGAR.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Attached
to this Report on Form 6-K as Exhibit 99.1 are proxy materials and
the proxy card for the annual general meeting of TOP Ships, Inc., or the
Company, scheduled to be held on September 30, 2010, at the Company's
headquarters in Athens, Greece.
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 SHIPS INC.
(registrant)
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Dated:
August 13, 2010
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By:
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/s/
Evangelos J. Pistiolis
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||
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Evangelos
J. Pistiolis
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||||
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Chief
Executive Officer
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Exhibit
99.1
August 6, 2010
TO
THE SHAREHOLDERS OF TOP SHIPS INC.
Enclosed
is a Notice of the 2010 Annual Meeting of Shareholders (the "Meeting") of TOP
Ships Inc. (the "Company"), which will be held at the Company's executive
offices, 1 Vas. Sofias & Meg. Alexandrou Str., Maroussi - Athens 151 24,
Greece, at 1:00 p.m. local time on September 30, 2010, and related
materials.
At this
Meeting, shareholders of the Company will consider and vote upon
proposals:
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1.
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To
elect three Class III Directors to serve until the 2013 Annual Meeting of
Shareholders ("Proposal One");
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2.
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To
ratify the appointment of Deloitte Hadjipavlou Sofianos & Cambanis
S.A., as the Company's independent auditors for the fiscal year ending
December 31, 2010 ("Proposal Two");
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3.
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To
approve an amendment to the Company's Amended and Restated Articles of
Incorporation to effect a reverse stock split of the issued and
outstanding common stock by a ratio of not less than onefor-two and
not more than one-for-ten with the exact ratio to be set at a whole number
within this range to be determined by the Company's board of directors in
its discretion and to authorize the Company's board of directors to
implement the reverse stock split at any time prior to the date of the
Company's 2011 Annual Meeting of Shareholders by filing an amendment to
the Company's Amended and Restated Articles of Incorporation ("Proposal
Three"); and
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4.
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To
transact such other business as may properly come before the meeting or
any adjournment thereof.
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Adoption
of Proposal One requires the affirmative vote of a plurality of the votes cast
by shareholders entitled to vote and voting at the Meeting. Adoption of Proposal
Two requires the affirmative vote of a majority of the shares of stock
represented at the Meeting. Adoption of Proposal Three requires the affirmative
vote of a majority of the outstanding shares entitled to vote
thereon.
You are
cordially invited to attend the Meeting in person. If you attend the Meeting,
you may revoke your proxy and vote your shares in person.
IT
IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE,
WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. THE VOTE OF EVERY
SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY
PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL
BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY
STATEMENT.
| Very truly yours, | |||
| Evangelos J. Pistiolis | |||
| Chief Executive Officer | |||
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1
Vas. Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30 210 812 8000, Fax: +30 210 614 1272
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e-mail:
eia@topships.org – www.topships.org
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TOP
SHIPS INC.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
September
30, 2010
NOTICE IS
HEREBY given that the 2010 Annual Meeting of Shareholders (the "Meeting") of TOP
Ships Inc. (the "Company") will be held at 1:00 p.m. local time on September 30,
2010, at the Company's executive offices, 1 Vas. Sofias & Meg. Alexandrou
Str., Maroussi - Athens 151 24, Greece, for the following purposes, of which
Items 1, 2 and 3 are more completely set forth in the accompanying Proxy
Statement:
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1.
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To
elect three Class III Directors to serve until the 2013 Annual Meeting of
Shareholders ("Proposal One");
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2.
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To
ratify the appointment of Deloitte Hadjipavlou Sofianos & Cambanis
S.A., as the Company's independent auditors for the fiscal year ending
December 31, 2010 ("Proposal Two");
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3.
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To
approve an amendment to the Company's Amended and Restated Articles of
Incorporation to effect a reverse stock split of the issued and
outstanding common stock by a ratio of not less than onefor-two and
not more than one-for-ten with the exact ratio to be set at a whole number
within this range to be determined by the Company's board of directors in
its discretion and to authorize the Company's board of directors to
implement the reverse stock split at any time prior to the date of the
Company's 2011 Annual Meeting of Shareholders by filing an amendment to
the Company's Amended and Restated Articles of Incorporation ("Proposal
Three"); and
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4.
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To
transact other such business as may properly come before the meeting or
any adjournment thereof.
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The board
of directors has fixed the close of business on August 3, 2010, as the record
date for the determination of the shareholders entitled to receive notice and to
vote at the Meeting or any adjournment thereof.
IT
IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE,
WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. THE VOTE OF EVERY
SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY
PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL
BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY
STATEMENT.
If you
attend the Meeting, you may revoke your proxy and vote in person.
| BY ORDER OF THE BOARD OF DIRECTORS | |||
| Eirini Alexandropoulou | |||
| Secretary | |||
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August
6, 2010
Athens,
Greece
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1
Vas. Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30 210 812 8000, Fax: +30 210 614 1272
|
|
e-mail:
eia@topships.org – www.topships.org
|
TOP
SHIPS INC.
1
VAS. SOFIAS & MEG. ALEXANDROU STREET
MAROUSSI
ATHENS
151 24, GREECE
___________________________
PROXY
STATEMENT
FOR
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON SEPTEMBER 30, 2010
___________________________
INFORMATION
CONCERNING SOLICITATION AND VOTING
GENERAL
The
enclosed proxy is solicited on behalf of the board of directors of TOP Ships
Inc., a Marshall Islands corporation (the "Company"), for use at the Annual
Meeting of Shareholders to be held at the Company's executive offices, 1 Vas.
Sofias & Meg. Alexandrou Str., Maroussi - Athens 151 24, Greece, at 1:00
p.m. local time on September 30, 2010, or at any adjournment or postponement
thereof (the "Meeting"), for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and
the accompanying form of proxy are expected to be mailed on or about August 6,
2010, to shareholders of the Company entitled to vote at the
Meeting.
VOTING RIGHTS AND
OUTSTANDING SHARES
The
outstanding voting securities of the Company on August 3, 2010 (the "Record
Date") consisted of 32,894,030 shares of common stock, par value $0.01 (the
"Common Shares"). Each shareholder of record at the close of business on the
Record Date is entitled to one vote for each Common Share then held. One or more
shareholders representing at least a majority of the total voting rights of the
Company present in person or by proxy at the Meeting shall be a quorum for the
purposes of the Meeting. The Common Shares represented by any proxy in the
enclosed form will be voted in accordance with the instructions given on the
proxy if the proxy is properly executed and is received by the Company prior to
the close of voting at the Meeting or any adjournment or postponement thereof.
Any proxies returned without instructions will be voted FOR the proposals set
forth on the Notice of Annual Meeting of Shareholders.
In the
event that a quorum is not present at the Meeting or, even if a quorum is so
present, in the event that sufficient votes in favor of the positions
recommended by the board of directors on the proposals described in this Proxy
Statement are not timely received, the majority of shares present at the Meeting
in person or by proxy shall have the power to adjourn the Meeting. If the
Meeting is adjourned for reasons other than a lack of quorum, no further notice
of the adjourned Meeting will be required other than announcement at the Meeting
in order to permit further solicitation of proxies.
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1
Vas. Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30 210 812 8000, Fax: +30 210 614 1272
|
|
e-mail:
eia@topships.org – www.topships.org
|
The
Common Shares are listed on the NASDAQ Global Select Market under the symbol
"TOPS."
REVOCABILITY OF
PROXIES
A
shareholder giving a proxy may revoke it at any time before it is exercised. A
proxy may be revoked by filing with the Secretary of the Company at the
Company's registered office, 1 Vas. Sofias & Meg. Alexandrou Str., Maroussi
- Athens 151 24, Greece, a written notice of revocation by a duly executed proxy
bearing a later date, or by attending the Meeting and voting in
person.
PROPOSAL
ONE
ELECTION
OF DIRECTORS
The
Company currently has seven directors. As provided in the Company's Amended and
Restated Articles of Incorporation, each director is elected to serve for a
three-year term. Under the Amended and Restated Bylaws of the Company, the board
of directors has been divided into three classes. The terms of the directors in
Class I will expire at the 2011 Annual Meeting of Shareholders, the terms of the
directors in Class II will expire at the 2012 Annual Meeting of Shareholders,
and the terms of the directors in Class III will expire at the Meeting.
Directors elected to the board of directors serve until the annual meeting of
shareholders three years after their election or until a director's successor is
duly elected.
The board
of directors has nominated Evangelos J. Pistiolis, Alexandros Tsirikos and
Vangelis G. Ikonomou, all Class III Directors, for re-election as directors
whose term would expire at the 2013 Annual Meeting of Shareholders or whenever
their successors are duly elected.
Unless
the proxy is marked to indicate that such authorization is expressly withheld,
the persons named in the enclosed proxy intend to vote the shares authorized
thereby FOR the election of the following three nominees. It is expected that
each of these nominees will be able to serve, but if before the election it
develops that the nominees are unavailable, the persons named in the
accompanying proxy will vote for the election of such substitute nominees as the
current board of directors may recommend.
Nominees
for Election to the Company's Board of Directors
Information
concerning the nominees for director of the Company is set forth
below:
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Name
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Age
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Position
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Evangelos
J. Pistiolis
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37
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Director,
President and Chief Executive Officer
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Alexandros
Tsirikos
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36
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Director
and Chief Financial Officer
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Vangelis
G. Ikonomou
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45
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Director,
Executive Vice President and
Chairman
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Evangelos J. Pistiolis founded
the Company in 2000, is the Company's President and Chief Executive Officer and
has served on the Company's board of directors since July 2004. Mr. Pistiolis
graduated from Southampton Institute of Higher Education in 1999 where he
studied shipping operations and from Technical University of Munich in 1994 with
a bachelor's degree in mechanical engineering. His career in shipping started in
1992 when he was involved with the day to day operations of a small fleet of
drybulk vessels. From 1994 through 1995 he worked at Howe Robinson & Co.
Ltd., a London shipbroker specializing in container vessels. While studying at
the Southampton Institute of Higher Education, Mr. Pistiolis
oversaw the daily operations of Compass United Maritime Container Vessels, a
ship management company located in Greece.
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1
Vas. Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30 210 812 8000, Fax: +30 210 614 1272
|
|
e-mail:
eia@topships.org – www.topships.org
|
Alexandros Tsirikos has served
as the Company's Chief Financial Officer since April 1, 2009. Mr. Tsirikos, is a
UK qualified Chartered Accountant (ACA) and has been employed with the Company
since July 2007 as its Corporate Development Officer. Prior to joining the
Company, Mr. Tsirikos was a manager with PricewaterhouseCoopers, or PwC, where
he worked as a member of the PwC Advisory team and the PwC Assurance team
thereby drawing experience both from consulting as well as auditing. As a member
of the Advisory team, he lead and participated in numerous projects in the
public and the private sectors, involving strategic planning and business
modelling, investment analysis and appraisal, feasibility studies, costing and
project management. As a member of the Assurance team, Mr. Tsirikos was part of
the International Financial Reporting Standards, or IFRS, technical team of PwC
Greece and lead numerous IFRS conversion projects for listed companies. He holds
a Master's of Science in Shipping Trade and Finance from City University of
London and a Bachelor's Degree with honours in Business Administration from
Boston University in the United States. He speaks English, French and
Greek.
Vangelis G. Ikonomou is the
Company's Executive Vice President and Chairman and has served on the Company's
board of directors since July 2004. Prior to joining the Company, Mr. Ikonomou
was the Commercial Director of Primal Tankers Inc. From 2000 to 2002, Mr.
Ikonomou worked with George Moundreas & Company S.A. where he was
responsible for the purchase and sale of second-hand vessels and initiated and
developed a shipping industry research department. From 1993 to 2000, Mr.
Ikonomou worked for Eastern Mediterranean Maritime Ltd., a ship management
company in Greece, in the commercial as well as the safety and quality
departments. Mr. Ikonomou holds a Masters degree in Shipping Trade and Finance
from the City University Business School in London, a Bachelors degree in
Business Administration from the University of Athens in Greece and a Navigation
Officer Degree from the Higher State Merchant Marine Academy in
Greece.
Audit Committee. The
Company's board of directors has established an Audit Committee, consisting of
three members, which is responsible for reviewing the Company's accounting
controls and the appointment of the Company's outside auditors. The Audit
Committee currently consists of Messrs. Roy Gibbs, Marios Hamboullas and
Yiannakis C. Economou. As the Company is a foreign private issuer, it is exempt
from the corporate governance rules of the NASDAQ Global Select Market, other
than the Audit Committee requirement.
Required Vote. Approval of
Proposal One will require the affirmative vote of a plurality of the votes cast
by shareholders entitled to vote and voting at the Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED
DIRECTORS. PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH
PROPOSED DIRECTORS UNLESS A CONTRARY VOTE IS SPECIFIED.
PROPOSAL
TWO
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
AUDITORS
The board
of directors is submitting for ratification at the Meeting the selection of
Deloitte Hadjipavlou Sofianos & Cambanis S.A. ("Deloitte") as the Company's
independent auditors for the fiscal year ending December 31, 2010.
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1
Vas. Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30 210 812 8000, Fax: +30 210 614 1272
|
|
e-mail:
eia@topships.org – www.topships.org
|
Deloitte
has advised the Company that Deloitte does not have any direct or indirect
financial interest in the Company, nor has such firm had any such interest in
connection with the Company other than in its capacity as the Company's
independent auditors.
All services rendered by the independent auditors are subject to review by the
Audit Committee.
Required Vote. Approval of
Proposal Two will require the affirmative vote of the majority of the shares
represented at the Meeting.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF DELOITTE HADJIPAVLOU SOFIANOS & CAMBANIS S.A. AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010. UNLESS
REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR
OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
PROPOSAL
THREE
APPROVAL
OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF
INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT OF THE ISSUED AND
OUTSTANDING
COMMON SHARES AT A RATIO RANGING FROM ONE-FOR-TWO TO
ONE-FOR-TEN
General
The board
of directors has approved and is hereby soliciting shareholder approval of an
amendment to Section D of the Company's Amended and Restated Articles of
Incorporation to effect a reverse stock split of the Company's issued and
outstanding Common Shares at a ratio of not less than one-for-two and not more
than one-for-ten (the "Amendment"). A vote FOR Proposal Three will constitute
approval of the Amendment providing for the combination of any number of shares
of the Company's issued and outstanding Common Shares between and including two
and ten into one share of Common Shares and will grant the board of directors
the authority to select which of the approved exchange ratios within that range
will be implemented. If the shareholders approve this proposal, the board of
directors will have the authority, but not the obligation, in its sole
discretion, and without further action on the part of the shareholders, to
select one of the approved reverse stock split ratios and effect the approved
reverse stock split by filing the Amendment with the Registrar of Corporations
of the Republic of the Marshall Islands at any time after the approval of the
Amendment. If the Amendment has not been filed with the Registrar of
Corporations of the Republic of the Marshall Islands by the date of the
Company's 2011 Annual Meeting of Shareholders, the board of directors will
abandon the Amendment constituting the reverse stock split and shareholder
approval would again be required prior to implementing any reverse stock split
thereafter. If implemented, the reverse stock split will become effective as of
the beginning of the business day after the filing of the Amendment with the
Registrar of Corporations of the Republic of the Marshall Islands. The Amendment
will not change the number of authorized shares or par value of the Company's
Common Shares. After the reverse stock split, if implemented, the number of
authorized Common Shares will remain at 1,000,000,000 Common Shares and the
number of the unissued Common Shares will be approximately 983,552,985 to
996,710,597 shares depending upon the reverse stock split ratio selected by the
board of directors.
The board
of directors believes that shareholder approval of an exchange ratio range
(rather than an exact exchange ratio) provides the board of directors with
maximum flexibility to achieve the purposes of the reverse stock split. If
shareholders approve Proposal Three, the reserve stock split will be effected,
if at
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1
Vas. Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30 210 812 8000, Fax: +30 210 614 1272
|
|
e-mail:
eia@topships.org – www.topships.org
|
all, only
upon a determination by the board of directors that the reverse stock split is
in the Company's and the shareholders' best interests at that time. In
connection with any determination to effect the reverse stock split, the board
of directors will set the time for such a split and select a specific exchange
ratio within the range. These determinations will be made by the board of
directors with the intention to create the greatest marketability of the
Company's Common Shares based upon prevailing market conditions at that
time.
The board
of directors reserves its right to elect not to proceed, and abandon, the
reverse stock split if it determines, in its sole discretion, that implementing
this proposal is not in the best interests of the Company and its
shareholders.
Purpose
and Background of Reverse Stock Split
The
purpose of the reverse stock split is to increase the per share trading value of
the Company's Common Shares. The board of directors intends to effect the
proposed reverse stock split only if it believes that a decrease in the number
of Common Shares outstanding is likely to improve the trading price for the
Company's Common Shares, and only if the implementation of a reverse stock split
is determined by the board of directors to be in the best interests of the
Company and its shareholders.
The
Company believes that effecting the reverse stock split will help maintain
compliance with the minimum bid price per share listing requirement for listing
its Common Shares on the NASDAQ Global Select Market. In addition, the Company
believes that a number of institutional investors and investment funds are
reluctant to invest, and in some cases may be prohibited from investing, in
lower-priced stocks and that brokerage firms are reluctant to recommend
lower-priced stocks to their clients. By effecting a reverse stock split, the
Company believes it may be able to raise its Common Share price to a level where
its Common Shares could be viewed more favorably by potential
investors.
Other
investors may also be dissuaded from purchasing lower-priced stocks because the
brokerage commissions, as a percentage of the total transaction, tend to be
higher for lower-priced stocks. A higher stock price after a reverse stock split
could alleviate this concern.
The
combination of continuing to be listed on the NASDAQ Global Select Market and
the lower transaction costs and increased interest from institutional investors
and investment funds could have the effect of improving the trading liquidity of
the Company's Common Shares.
The
NASDAQ Global Select Market has several listing criteria that companies must
satisfy in order to maintain their listing. One of these criteria is that the
Company's Common Shares have a minimum bid price that is greater than or equal
to $1.00 per share, and if the Company fails to maintain such $1.00 minimum bid
price for a period of 30 consecutive business days, under NASDAQ rules, the
Company would have to regain compliance during the applicable grace period.
Recently, the minimum closing bid price for the Company's Common Shares has
fallen below $1.00. The Company believes that by effecting a reverse stock
split, it will help maintain compliance with this listing
requirement.
There can
be no assurance that the reverse stock split, if implemented, will achieve any
of the desired results. There also can be no assurance that the price per share
of the Company's Common Shares immediately after the reverse stock split, if
implemented, will increase proportionately with the reverse stock split, or that
any increase will be sustained for any period of time.
Procedure
for Exchange of Stock Certificates
As soon
as practicable after the effective date of the reverse stock split, shareholders
holding Common Shares in physical certificate form will be sent a letter of
transmittal from the Company notifying them that the reverse stock split has
been effected. The letter of transmittal will contain instructions on how
shareholders should surrender to the Company's exchange agent certificates
representing pre-split shares in exchange for certificates representing
post-split shares. The Company expects that its transfer agent will act as its
exchange agent for purposes of implementing the exchange of share certificates.
No new certificates
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1
Vas. Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30 210 812 8000, Fax: +30 210 614 1272
|
|
e-mail:
eia@topships.org – www.topships.org
|
will be
issued to a shareholder until such shareholder has surrendered such
shareholder's outstanding certificate(s) together with the properly completed
and executed letter of transmittal to the exchange agent. Any pre-split shares
submitted for transfer, whether pursuant to a sale or other disposition, or
otherwise, will automatically be exchanged for post-split shares. SHAREHOLDERS SHOULD NOT DESTROY ANY
SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO
SO.
Shareholders
holding shares in book-entry form with the transfer agent need not take any
action to receive post-split shares or cash payment in lieu of any fractional
share interest, if applicable. If a shareholder is entitled to post-split
shares, a transaction statement will automatically be sent to the shareholder's
address of record indicating the number of shares of common stock held following
the reverse stock split.
Upon the
reverse stock split, the Company intends to treat shares held by shareholders in
"street name" through a bank, broker or other nominee in the same manner as
registered shareholders whose shares are registered in their names. Banks,
brokers or other nominees will be instructed to effect the reverse stock split
for their beneficial holders holding shares in "street name." However, these
banks, brokers or other nominees may have different procedures than registered
shareholders for processing the reverse stock split and making payment for
fractional shares. If a shareholder holds shares with a bank, broker or other
nominee and has any questions in this regard, shareholders are encouraged to
contact their bank, broker or other nominee.
Fractional
Shares
No
fractional shares will be created or issued in connection with the reverse stock
split. Shareholders of record who otherwise would be entitled to receive
fractional shares because they hold a number of pre-split shares not evenly
divisible by the number of pre-split shares for which each post-split share is
to be exchanged, will be entitled, upon surrender to the exchange agent of
certificates representing such shares or, in the case of non-certificated
shares, such proof of ownership as required by the exchange agent, to a cash
payment in lieu thereof at a price equal to the fraction to which the
stockholder would otherwise be entitled multiplied by the closing price of the
common stock on the NASDAQ Global Market on the last trading day prior to the
effective date of the split as adjusted for the reverse stock split as
appropriate or, if such price is not available, a price determined by the Board.
The ownership of a fractional interest will not give the holder thereof any
voting, dividend or other rights except to receive payment thereof as described
herein.
SOLICITATION
The cost
of preparing and soliciting proxies will be borne by the Company. Solicitation
will be made primarily by mail, but shareholders may be solicited by telephone,
telegraph, or personal contact.
EFFECT OF
ABSTENTIONS
Abstentions
will not be counted in determining whether Proposals One or Two have been
approved. Abstentions will have the effect of voting AGAINST Proposal
Three.
OTHER
MATTERS
No other
matters are expected to be presented for action at the Meeting. Should any
additional matter come before the Meeting, it is intended that proxies in the
accompanying form will be voted in accordance with the judgment of the person or
persons named in the proxy.
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1
Vas. Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30 210 812 8000, Fax: +30 210 614 1272
|
|
e-mail:
eia@topships.org – www.topships.org
|
REPORTS
TO SHAREHOLDERS
The
Company's latest annual report to shareholders (the "Annual Report") is
available on the Company's website at www.topships.org. Upon request, and
without charge, the Company will furnish each person to whom this Proxy
Statement is delivered with a copy of the Company's Annual Report. To request a
copy, please call Top Ships Inc. at (011)-30-210-812-8107, or write to Eirini
Alexandropoulou at Top Ships Inc., 1 Vas. Sofias & Meg. Alexandrou Str.,
Maroussi - Athens 151 24, Greece.
| BY ORDER OF THE BOARD OF DIRECTORS | |||
| Eirini Alexandropoulou | |||
| Secretary | |||
|
August
6, 2010
Athens,
Greece
|
|||
|
|
|
1
Vas. Sofias & Meg. Alexandrou Str., Maroussi - Athens GR-151
24
Tel:
+30 210 812 8000, Fax: +30 210 614 1272
|
|
e-mail:
eia@topships.org – www.topships.org
|
