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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TOP Ships Inc | NASDAQ:TOPS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.38 | 12.38 | 13.25 | 0 | 01:00:00 |
The Republic of the Marshall Islands
(State or other jurisdiction of incorporation or organization)
|
N/A
(I.R.S. Employer Identification Number)
|
TOP Ships Inc.
1 Vas. Sofias and Meg. Alexandrou Str,
15124 Maroussi, Greece
(011) 30 (210) 812-8180
|
Seward & Kissel LLP
Attention: Gary J. Wolfe, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1500
|
(Address and telephone number of Registrant’s principal executive offices)
|
(Name, address and telephone number of agent
for service)
|
Title of Each Class of
Securities to be Registered |
Amount
to be Registered |
Proposed Maximum
Aggregate Offering Price |
Amount of
Registration Fee |
|||
Primary Offering
|
||||||
Common Shares, par value $0.01 per share, including related preferred stock purchase rights(4)
|
||||||
Preferred Shares, par value $0.01 per share
|
||||||
Debt Securities(5)
|
||||||
Warrants(6)
|
||||||
Purchase Contracts(7)
|
||||||
Rights(8)
|
||||||
Units(9)
|
||||||
Total
|
$200,000,000
|
$200,000,000(1)(2)
|
$25,960(3)*
|
(1) |
Such amount in U.S. dollars or the equivalent thereof in foreign currencies as shall result in an aggregate public offering price
for all securities of $200,000,000. Also includes such indeterminate amount of securities of the types listed above that are convertible or exchangeable into one or more of the securities listed above. Separate consideration may or may
not be received for securities that are issuable upon conversion of, or in exchange for, convertible or exchangeable securities.
|
(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Pursuant to General Instruction II.C of Form F-3, the table
does not specify by each class information as to the proposed maximum aggregate offering price. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. In no event will the
aggregate offering price of all securities sold by Top Ships Inc. pursuant to this registration statement exceed $200,000,000.
|
(3) |
Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
|
(4) |
Preferred stock purchase rights are not currently separable from the common shares and are not currently exercisable. The value attributable to the preferred stock purchase rights, if any,
will be reflected in the market price of the common shares.
|
(5) |
If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to
exceed $200,000,000.
|
(6) |
There is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $200,000,000.
|
(7) |
There is being registered hereunder an indeterminate number of purchase contracts as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $200,000,000.
|
(8) |
There is being registered hereunder an indeterminate amount of rights as may from time to time be sold at indeterminate prices not to exceed an
aggregate offering price of $200,000,000.
|
(9) |
There is being registered hereunder an indeterminate number of units as may from time to time be sold at indeterminate prices not to exceed an aggregate offering price of $200,000,000. Units may consist of any combination of the securities registered hereunder.
|
SUMMARY
|
1
|
RISK FACTORS
|
5
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
6
|
USE OF PROCEEDS
|
7
|
CAPITALIZATION
|
8
|
PLAN OF DISTRIBUTION
|
9
|
DESCRIPTION OF CAPITAL STOCK
|
11
|
DESCRIPTION OF DEBT SECURITIES
|
20
|
DESCRIPTION OF WARRANTS
|
26
|
DESCRIPTION OF PURCHASE CONTRACTS
|
27
|
DESCRIPTION OF RIGHTS
|
28
|
DESCRIPTION OF UNITS
|
29
|
ENFORCEABILITY OF CIVIL LIABILITIES
|
30
|
EXPENSES
|
31
|
LEGAL MATTERS
|
31
|
EXPERTS
|
31
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
31
|
Name
|
Deadweight
|
Vessel Type
|
Charterer
|
End of firm period
|
Charterer’s Optional Periods
|
Gross Rate fixed period/ options
|
M/T Stenaweco Energy***
|
50,000
|
Medium Range (“MR”) Tanker
|
Stena Weco A/S
|
February 2021
|
1+1 years
|
$15,616 / $17,350 / $18,100
|
M/T Stenaweco Evolution***
|
50,000
|
Medium Range (“MR”) Tanker
|
Stena Weco A/S
|
October 2021
|
1+1 years
|
$15,516 / $17,200 / $18,000
|
M/T Eco Fleet*
|
39,000
|
Medium Range (“MR”) Tanker
|
Clearlake Shipping Pte Ltd
|
April 2022
|
1+1 years
|
$12,600 1st year, $13,100 2nd year and $13,600 3rd year / $14,350 / $15,600
|
M/T Eco Revolution*
|
39,000
|
Medium Range (“MR”) Tanker
|
BP Shipping Limited
|
January 2021
|
1+1 years
|
$13,500 / $16,000 / $16,750
|
M/T Stenaweco Excellence**
|
50,000
|
Medium Range (“MR”) Tanker
|
Stena Weco A/S
|
November 2020
|
1+1 years
|
$16,200 / $17,200 / $18,000
|
M/T Nord Valiant**
|
50,000
|
Medium Range (“MR”) Tanker
|
DS Norden A/S
|
August 2021
|
1+1 years
|
$16,800 / $17,600 / $18,400
|
M/T Stenaweco Elegance*
|
50,000
|
Medium Range (“MR”) Tanker
|
Stena Weco A/S
|
March 2021
|
1+1 years
|
$16,500 / $17,500 / $18,500
|
M/T Eco Palm Desert*
|
50,000
|
Medium Range (“MR”) Tanker
|
Shell Tankers Singapore Private Limited
|
September 2021
|
1 year
|
$13,300 plus 50% profit share/ $13,950 plus 50% profit share
|
M/T Eco California**
|
50,000
|
Medium Range (“MR”) Tanker
|
Shell Tankers Singapore Private Limited
|
January 2021
|
1 year
|
$13,750 plus 50% profit share/ $13,950 plus 50% profit share
|
M/T Eco Marina Del Ray**
|
50,000
|
Medium Range (“MR”) Tanker
|
Cargill
|
March 2024
|
-
|
$15, 100
|
Name
|
Deadweight
|
Charterer
|
End of firm period
|
Charterer’s Optional Periods
|
Gross Rate fixed period/ options
|
M/T Eco Bel Air**
|
157,000
|
BP Shipping Limited
|
April 2020
|
1+1 years
|
$24,500 / $27,500 / $29,000
|
M/T Eco Beverly Hills**
|
157,000
|
BP Shipping Limited
|
May 2020
|
1+1 years
|
$24,500 / $27,500 / $29,000
|
Name
|
|
Deadweight
|
|
Charterer
|
End of firm period
|
Charterer’s Optional Periods
|
Gross Rate fixed period/ options
|
|
M/T Eco Holmby Hills
|
|
|
50,000
|
Clearlake Shipping Pte Ltd
|
March 2021
|
1+1 years
|
$14,600 up to March 2020 and $15,025 thereafter / $15,400 / $16,400
|
|
M/T Eco Palm Springs
|
|
|
50,000
|
Clearlake Shipping Pte Ltd
|
May 2021
|
1+1 years
|
$14,750 up to May 2020 and $15,175 thereafter / $15,550 / $16,550
|
1.
|
common shares, including related preferred stock purchase rights;
|
2.
|
preferred shares;
|
3.
|
debt securities;
|
4.
|
warrants;
|
5.
|
purchase contracts;
|
6.
|
rights; and
|
7.
|
units.
|
|
• |
a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;
|
|
• |
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or
|
|
• |
ordinary brokerage transactions and transactions in which a broker solicits purchasers.
|
|
• |
enter into transactions involving short sales of our common shares by broker-dealers;
|
|
• |
enter into option or other types of transactions that require us to deliver common shares to a broker-dealer, who will then resell or transfer the common shares under this prospectus; or
|
|
• |
loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.
|
|
• |
prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the Board approved either the business combination or the transaction that
resulted in the shareholder becoming an interested shareholder;
|
|
• |
upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced;
|
|
• |
at or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the business combination is approved by the Board and authorized at
an annual or special meeting of shareholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested shareholder; and
|
|
• |
the shareholder became an interested shareholder prior to the consummation of the initial public offering.
|
|
• |
not be redeemable;
|
|
• |
entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions other than a dividend payable in our common shares or a subdivision of the our outstanding common shares (by reclassification or otherwise), declared on our common shares since the
immediately preceding quarterly dividend payment date; and
|
|
• |
entitle holders to one vote on all matters submitted to a vote of our shareholders.
|
|
• |
Flip In. If an Acquiring Person obtains beneficial ownership of 15% or more of our common shares, then each Right will entitle the holder
thereof to purchase, for the Exercise Price, a number of our common shares (or, in certain circumstances, cash, property or other of our securities) having a then-current market value of twice the Exercise Price. However, the Rights are
not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by us, as further described below.
|
|
• |
Flip Over. If, after an Acquiring Person obtains 15% or more of our common shares, (i) we merge into another entity; (ii) an acquiring entity
merges into us; or (iii) we sell or transfer 50% or more of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for
the Exercise Price, a number of our common shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price.
|
|
• |
Notional Shares. Shares held by affiliates and associates of an Acquiring Person, including certain entities in which the Acquiring Person
beneficially owns a majority of the equity securities, and Notional Common Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will
be deemed to be beneficially owned by the Acquiring Person.
|
|
• |
the designation, aggregate principal amount and authorized denominations;
|
|
• |
the issue price, expressed as a percentage of the aggregate principal amount;
|
|
• |
the maturity date;
|
|
• |
the interest rate per annum, if any;
|
|
• |
if the debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the date on which payment of interest will
commence and the regular record dates for interest payment dates;
|
|
• |
any optional or mandatory sinking fund provisions or exchangeability provisions;
|
|
• |
the terms and conditions upon which conversion of any convertible debt securities may be effected, including the conversion price, the conversion period and other conversion provisions;
|
|
• |
whether the debt securities will be our senior or subordinated securities;
|
|
• |
whether the obligations under the debt securities will be our secured or unsecured obligations;
|
|
• |
the applicability and terms of any guarantees;
|
|
• |
the date, if any, after which and the price or prices at which the debt securities may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of
optional or mandatory redemptions;
|
|
• |
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the debt securities of the series will be issuable;
|
|
• |
if other than the full principal amount, the portion of the principal amount of the debt securities of the series that will be payable upon acceleration or provable in bankruptcy;
|
|
• |
any events of default not set forth in this prospectus;
|
|
• |
the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the United States of America;
|
|
• |
if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the debt securities of the series are stated to be
payable, the period or periods within which, and the terms and conditions upon which, the election may be made;
|
|
• |
whether interest will be payable in cash or additional securities at our or the holder’s option and the terms and conditions upon which the election may be made;
|
|
• |
if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price in the currency of the United States of America for purposes of
determining the voting rights of holders of those debt securities under the applicable indenture;
|
|
• |
if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or currency other than that in which the
debt securities of the series are stated to be payable, the manner in which the amounts will be determined;
|
|
• |
any restrictive covenants or other material terms relating to the debt securities;
|
|
• |
whether the debt securities will be issued in the form of global securities or certificates in registered or bearer form;
|
|
• |
any listing on any securities exchange or quotation system;
|
|
• |
additional provisions, if any, related to defeasance and discharge of the debt securities; and
|
|
• |
any other special features of the debt securities.
|
|
• |
our ability to incur either secured or unsecured debt, or both;
|
|
• |
our ability to make certain payments, dividends, redemptions or repurchases;
|
|
• |
our ability to create dividend and other payment restrictions affecting our subsidiaries;
|
|
• |
our ability to make investments;
|
|
• |
mergers and consolidations by us or our subsidiaries;
|
|
• |
sales of assets by us;
|
|
• |
our ability to enter into transactions with affiliates;
|
|
• |
our ability to incur liens; and
|
|
• |
sale and leaseback transactions.
|
|
1. |
changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
|
|
2. |
reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such section which would not materially
adversely affect the legal rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities;
|
|
3. |
reduces the principal or changes the maturity of any security or reduces the amount of, or postpones the date fixed for, the payment of any sinking fund or analogous obligation;
|
|
4. |
waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of the securities of any series by the
holders of at least a majority in principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration);
|
|
5. |
makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
|
|
6. |
makes any change with respect to holders’ rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain modifications affecting shareholders or
certain currency-related issues; or
|
|
7. |
waives a redemption payment with respect to any security or changes any of the provisions with respect to the redemption of any securities
|
|
• |
default in any payment of interest when due which continues for 30 days;
|
|
• |
default in any payment of principal or premium at maturity;
|
|
• |
default in the deposit of any sinking fund payment when due;
|
|
• |
default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the default;
|
|
• |
default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly responsible or liable therefor) having
a principal amount in excess of a minimum amount set forth in the applicable subsequent filings, whether such indebtedness now exists or is hereafter created, which default shall have resulted in such indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive notice of the default; and
|
|
• |
events of bankruptcy, insolvency or reorganization.
|
|
• |
the title of such warrants;
|
|
• |
the aggregate number of such warrants;
|
|
• |
the price or prices at which such warrants will be issued;
|
|
• |
the number and type of our securities purchasable upon exercise of such warrants;
|
|
• |
the price at which our securities purchasable upon exercise of such warrants may be purchased;
|
|
• |
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
|
• |
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
|
• |
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
|
|
• |
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
|
• |
information with respect to book-entry procedures, if any;
|
|
• |
if applicable, a discussion of any material United States federal income tax considerations; and
|
|
• |
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
|
• |
the exercise price for the rights;
|
|
• |
the number of rights issued to each shareholder;
|
|
• |
the extent to which the rights are transferable;
|
|
• |
any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights;
|
|
• |
the date on which the right to exercise the rights will commence and the date on which the right will expire;
|
|
• |
the amount of rights outstanding;
|
|
• |
the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; and
|
|
• |
the material terms of any standby underwriting arrangement entered into by us in connection with the rights offering.
|
|
• |
the terms of the units and of the purchase contracts, warrants, debt securities, preferred shares, common shares, and rights comprising the units, including whether and under what
circumstances the securities comprising the units may be traded separately;
|
|
• |
a description of the terms of any unit agreement governing the units;
|
|
• |
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
|
• |
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
Commission registration fee
|
$
|
25,960
|
||
FINRA filing fee
|
$
|
30,500
|
||
Nasdaq listing fees
|
$
|
*
|
||
Legal fees and expenses
|
$
|
*
|
||
Accounting fees and expenses
|
$
|
*
|
||
Printing and engraving expenses
|
$
|
*
|
||
Transfer agent and registrar fees
|
$
|
*
|
||
Indenture trustee fees and expenses
|
$
|
*
|
||
Blue sky fees and expenses
|
$
|
*
|
||
Miscellaneous
|
$
|
*
|
||
Total
|
$
|
*
|
||
*
|
To be provided by a prospectus supplement or as an exhibit to Report on Form 6-K that is incorporated by reference into this registration statement.
|
|
• |
Report on Form 6-K furnished with the Commission on September 3, 2019, which contains Management's Discussion and Analysis of Financial Condition and Results of Operations and the
unaudited interim condensed consolidated financial statements and related notes thereto for the Company, as of and for the six months ended June 30, 2019.
|
|
• |
Report on Form 6-K, furnished with the Commission on April 1, 2019, which contains the description of the purchase of the Series E Convertible Preferred Stock, the Certificate of
Designation of the Series E Convertible Preferred Stock and the stock purchase agreement.
|
|
• |
Report on Form 20-F for the year ended December 31, 2018, filed with the Commission on March 28, 2019, which contains our audited consolidated financial statements for the most recent
fiscal year for which those statements have been filed.
|
(1)
|
Actions not by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
|
|
(2)
|
Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably
incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the
extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
|
|
(3)
|
When director or officer is successful. To the extent that a director or officer of a corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred by him in connection therewith.
|
|
(4)
|
Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in
advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.
|
|
(5)
|
Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to,
the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office
|
|
(6)
|
Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this
section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a
person.
|
|
(7)
|
Insurance. A corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have
the power to indemnify him against such liability under the provisions of this section.
|
|
(a)
|
The undersigned registrant hereby undertakes:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement.
|
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the
information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed
offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in
the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the
date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section
10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
|
(5)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(i)
|
If the registrant is relying on Rule 430B:
|
(A)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was
deemed part of and included in this registration statement; and
|
(B)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any
such document immediately prior to such effective date.
|
(6)
|
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by
or on behalf of the undersigned registrant; and
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s Annual
Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
|
(c)
|
– (d) Not applicable.
|
(e)
|
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest
Annual Report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim financial information.
|
(f)
|
– (g) Not applicable.
|
(h)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
|
(i)
|
Not applicable.
|
(j)
|
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section
310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
|
(k)
|
Not applicable.
|
TOP SHIPS INC.
|
|||||
By:
|
/s/ Evangelos J. Pistiolis
|
||||
Name:
|
Evangelos J. Pistiolis
|
||||
Title:
|
Chief Executive Officer
|
Signature
|
Title
|
|
/s/ Evangelos J. Pistiolis
Evangelos J. Pistiolis
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
|
/s/ Alexandros Tsirikos
Alexandros Tsirikos
|
Director and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
/s/ Konstantinos Karelas
|
Director
|
|
Konstantinos Karelas
|
||
/s/ Stavros Emmanuel
|
Director
|
|
Stavros Emmanuel
|
||
/s/ Paolo Javarone
|
Director
|
|
Paolo Javarone
|
PUGLISI & ASSOCIATES
|
|||
By:
|
/s/ Donald J. Puglisi
|
||
Name: Donald J. Puglisi
|
|||
Title: Managing Director
|
Exhibit Number
|
Description
|
|
1.1
|
Underwriting Agreement (for equity securities)(1)
|
|
1.2
|
Underwriting Agreement (for debt securities)(1)
|
|
4.1
|
||
4.2
|
Preferred Share Certificate(1)
|
|
4.3
|
||
4.4
|
||
4.5
|
Form of Warrant Agreement(1)
|
|
4.6
|
Form of Purchase Contract(1)
|
|
4.7
|
Form of Rights Agreement(1)
|
|
4.8
|
Form of Unit Agreement(1)
|
|
4.9
|
Certificate of Designation of the Series E Convertible Preferred Stock(4)
|
|
5.1
|
||
23.1
|
||
23.2
|
||
24.1
|
||
25.1
|
T-1 Statement of Eligibility (senior debt securities indenture)(3)
|
|
25.2
|
T-1 Statement of Eligibility (subordinated debt securities indenture)(3)
|
(1)
|
To be filed either as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934, as amended of the Registrant and incorporated by reference into this
registration statement.
|
(2)
|
Incorporated by reference to the Company’s Annual Report on Form 20-F, filed with the Commission on June 29, 2009.
|
(3)
|
To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.
|
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