d1286231_20f-a.htm
 
UNITED STATES
  
 
SECURITIES AND EXCHANGE COMMISSION
  
 
Washington, D.C. 20549
  
     
 
FORM 20-F/A
  
     
     
(Mark One)
     
[  ]
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
  
     
 
OR
  
     
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
     
 
For the fiscal year ended December 31, 2011
  
     
 
OR
  
     
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
     
 
For the transition period from _________________ to _________________
  
     
 
OR
  
     
[  ]
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
     
 
Date of event requiring this shell company report _________________
  

Commission file number 000-50859

TOP SHIPS INC.
(Exact name of Registrant as specified in its charter)
 
 
 
(Translation of Registrant's name into English)
 
 
 
Republic of the Marshall Islands
(Jurisdiction of incorporation or organization)
 
 
1 Vas. Sofias and Meg. Alexandrou Str, 15124 Maroussi, Greece
(Address of principal executive offices)
 
 
Alexandros Tsirikos, (Tel) +30 210 812 8180, atsirikos@topships.org, (Fax) +30 210 614 1273, 1 Vas.  Sofias and Meg. Alexandrou Str, 15124 Maroussi, Greece
Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)


 
 
 


Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class
 
Name of each exchange
on which registered
 
 
 
Common Stock par value $0.01 per share
 
NASDAQ Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.
 
NONE
(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE
(Title of class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2011, 17,147,534 shares of Common Stock, par value $0.01 per share, were outstanding.

Indicate by check mark if the registrant is well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
 
 
No
X
 
 
 
 
 
 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
Yes
 
 
No
X
 
 
 
 
 
 
 
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes
X
 
No
 
 
 
 
 
 
 
 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes
 X
 
No
 
 
 
 
 
 
 


 
 
 


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See the definitions of "large accelerated filer" and "accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

       Large accelerated filer   o
Accelerated filer   o
 
       Non-accelerated filer   x
 


Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

X
U.S. GAAP
 
 
 
International Financial Reporting Standards as issued by the International Accounting Standards Board
 
 
 
Other
 
 

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

 
________  Item 17
 
________  Item 18
 
 
 
 
 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
 
 
 
Yes
 
 
No
X
 
 
 
 
 
 
 
 

 
 
 

Explanatory Note
 
 
This Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended December 31, 2011 originally filed with the Securities and Exchange Commission on April 11, 2012 ("2011 Form 20-F"), is being filed solely for the purposes of furnishing Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T. This Exhibit was not previously filed.
 
 
Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other item of the 2011 Form 20-F, or reflect any events that have occurred after the 2011 Form 20-F was originally filed.

 
 
 

PART III
 
ITEM 19. EXHIBITS
 
The exhibits listed on the Exhibit Index hereof are filed herewith in response to this Item.

 
 
 


Exhibits
Description
   
101
The following financial information from Top Ships Inc.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2011, filed with the SEC on April 11, 2012, formatted in Extensible Business Reporting Language (XBRL):
 
(1) Consolidated Balance Sheets as of December 31, 2010 and 2011;
(2) Consolidated Statements of Operations for the years ended December 31, 2009, 2010 and 2011;
(3) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2009, 2010 and 2011;
(4) Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2010 and 2011;
(5) Notes to Consolidated Financial Statements; and
(6) Schedule I – Condensed Financial Information of Top Ships Inc. (Parent Company Only).    


 
 
 

SIGNATURES
 
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
 

 
 
 
 
TOP SHIPS INC.
 
 
(Registrant)
 
 
 
Date: April 25, 2012
 
By:
 
/s/ Evangelos Pistiolis
 
 
 
 
Evangelos Pistiolis
 
 
 
 
President, Chief Executive Officer, and Director