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 5, 2007, announcing the pricing of the
Company’s public offering of 21,000,000 shares of its common stock (the
“Offering”). Attached hereto as Exhibit 2 is the Company’s press
release dated December 5, 2007, announcing the exercise of the full
over-allotment option by the underwriters in connection with the
Offering. The information contained in this filing is hereby
incorporated by reference in the Company’s registration statement filed on Form
F-3 on August 1, 2005 (File No. 333-127086).
EXHIBIT
1
|
NEWS
RELEASE for December 5 at 9:25 AM EST
|
||
|
Contact:
|
Michael
Mason (investors)
|
Stamatis
Tsantanis, CFO
|
|
Allen
& Caron Inc.
|
TOP
Tankers Inc.
|
|
|
212
691 8087
|
011
30 210 812 8199
|
|
|
michaelm@allencaron.com
|
snt@toptankers.com
|
|
TOP
TANKERS ANNOUNCES PRICING OF
PUBLIC
OFFERING OF COMMON STOCK
ATHENS,
GREECE (December 5, 2007) TOP Tankers Inc (NasdaqGS:TOPT) (the
“Company”) announced that it has priced its offering to the public of 21,000,000
shares of its common stock (the “Offered Shares”). The offering is being made
through an underwriting syndicate led by Deutsche Bank Securities Inc., who
is
acting as sole book-running manager for the offering, as well as DVB Capital
Markets LLC, Oppenheimer & Co. Inc. and Cantor Fitzgerald & Co. The
Company has granted the underwriters an over-allotment option to purchase up
to
3,150,000 additional shares.
The
Offered Shares have been priced at $3.00 per share. The net proceeds from
the
Offered Shares will be approximately $59.2 million after deducting the
underwriters’ discount and estimated offering expenses (approximately $68.2
million if the underwriters exercise in full the over-allotment
option).
The
Company expects to use the net offering proceeds to repay currently outstanding
debt and to make payments in connection with the purchase of six drybulk
vessels.
About
TOP Tankers Inc
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 four
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 5 at 4:25 PM EST
|
||
|
Contact:
|
Michael
Mason (investors)
|
Stamatis
Tsantanis, CFO
|
|
Allen
& Caron Inc.
|
TOP
Tankers Inc.
|
|
|
212
691 8087
|
011
30 210 812 8199
|
|
|
michaelm@allencaron.com
|
snt@toptankers.com
|
|
TOP
TANKERS ANNOUNCES
EXERCISE
OF OVERALLOTMENT
OPTION
BY UNDERWRITERS
ATHENS,
GREECE (December 5, 2007) TOP Tankers Inc (NasdaqGS:TOPT) (the
“Company”) announced that the underwriters have exercised their over-allotment
option in connection with the Company’s offering to the public of 21,000,000
shares of its common stock (the “Offered Shares”). The offering is being made
through an underwriting syndicate led by Deutsche Bank Securities Inc., who
is
acting as sole book-running manager for the offering, as well as DVB Capital
Markets LLC, Oppenheimer & Co. and Cantor Fitzgerald & Co. The
underwriters have exercised their entire over-allotment option and will purchase
an additional 3,150,000 shares at the offer price of $3.00 per
share.
The
total net proceeds to the Company from the offering, after deducting the
underwriters’ discount and before estimated offering expenses, will be
approximately $69.5 million.
The
Company expects to use the net offering proceeds to repay currently outstanding
debt and to make payments in connection with the purchase of six drybulk
vessels.
About
TOP Tankers Inc
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 four
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
6, 2007
|
By:
|
/s/
Evangelos J. Pistiolis
|
|
|
Evangelos
J. Pistiolis
|
|||
|
Chief
Executive Officer
|
SK
23116 0001
836438