Form 8K Current Report
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): April 9, 2007
GENCO
SHIPPING & TRADING LIMITED
(Exact
Name of Registrant as Specified in Charter)
|
Republic
of the Marshall Islands
|
000-28506
|
98-043-9758
|
|
(State
or Other Jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
299
Park Avenue
20th
Floor
(Address
of Principal Executive Offices)
|
|
10171
(Zip
Code)
|
Registrant’s
telephone number, including area code: (646) 443-8550
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
r
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
In
a
recent review of its records, Genco Shipping & Trading Limited (the
“Company”) determined that the Shareholder Rights Agreement between the Company
and Mellon Investor Services LLC, as Rights Agent (the “Rights Agreement”), as
originally described in the Company’s Registration Statement on Form S-1, as
amended (Reg.
No.
333-140158) (the “Registration Statement”), had
not
been fully executed. In addition, the rights to purchase, under certain
circumstances, one one-thousandth of a share of Series A Preferred Stock, par
value $0.01 per share attaching to currently outstanding shares of the Company’s
Common Stock (the “Rights”) had not been issued. The Rights Agreement was fully
executed as of April 11, 2007, and the Rights were issued immediately
thereafter.
A
summary
description of the Rights and the Rights Agreement is set forth in the
Registration Statement under the caption “Description of Capital
Stock—Shareholder Rights Plan”, which is incorporated herein by reference. Such
summary description of the Rights and the Rights Agreement does not purport
to
be complete and is qualified in its entirety by reference to the Rights
Agreement, which is attached as Exhibit 4.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item
3.03. Material
Modifications to Rights of Security Holders
See
the
description set forth under “Item 1.01. Entry into a Material Definitive
Agreement,” which is incorporated into this Item 3.03 by reference.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
April
9, 2007, the Board of Directors of the Corporation (the “Board”) amended (i)
Article III, Section 8 of the Corporation’s By-Laws to clarify how notice of a
special meeting of the Board should be delivered, including by electronic means,
and (ii) Article VI, Section 1 of the By-Laws to expressly permit the issuance
of shares of the Corporation in book entry form. A copy of the Amended and
Restated By-Laws is attached as Exhibit 3.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
On
April
11, 2007, the Corporation filed a Certificate of Designations of Series A
Preferred Stock with the Marshall Islands Registrar of Corporations setting
forth the terms of the Series A Preferred Stock issuable upon exercise of the
Rights (if the Rights become exercisable) as disclosed under “Item 1.01. Entry
into a Material Definitive Agreement.” A copy of the Certificate of Designations
is attached as Exhibit 3.2 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
| 3.1 |
Amended
and Restated By-Laws, dated as of April 9,
2007.
|
| 3.2 |
Certificate
of Designations of Series A Preferred
Stock.
|
| 4.1 |
Shareholder
Rights Agreement, dated as of April 11, 2007, between Genco Shipping
&
Trading Limited and Mellon Investor Services LLC, as Rights
Agent
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Genco Shipping
&
Trading Limited has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENCO
SHIPPING &
TRADING LIMITED
DATE:
April 12, 2007
|
/s/
John
C.
Wobensmith
John
C.
Wobensmith
|
|
Chief
Financial Officer, Secretary and Treasurer
(Principal
Financial and
Accounting Officer)
|
EXHIBIT
INDEX
Exhibit
No. Description
3.1 Amended
and Restated By-Laws, dated as of April 9, 2007.
3.2 Certificate
of Designations of Series A Preferred Stock.
|
|
4.1 |
Shareholder
Rights Agreement, dated as of April 11, 2007, between Genco Shipping
&
Trading Limited and Mellon Investor Services LLC, as Rights
Agent
|