SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TOP TANKERS INC.
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(Exact name of Issuer as specified in its chapter)
Republic of the Marshall Islands n/a
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(State of incorporation (IRS Employer
or organization) Identification No.)
109-111 Messogion Ave.
Politia Centre,
Athens 115 26 GR
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(Address of principal (Zip Code)
executive offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective upon filing
pursuant to General Instruction A.(c) please check the following box. [_]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box.[X]
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
This Form 8-A is hereby incorporated by reference to the registration statement
on Form F-3 filed on August 1, 2005 (file No. 333-127086).
Item 1. Description of Registrants Securities to be Registered
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1. TOP Tankers Inc. (the "Company") has entered into a stockholder
rights plan and declared a dividend of one preferred share purchase
right, or a Right, to purchase one one-thousandth of the Company's
Series A Participating Cumulative Preferred Stock for each outstanding
share of TOP Tankers common stock, par value $0.01 per share ("Common
Shares"). The dividend is payable on Wednesday, September 7, 2005 to our
stockholders of record on that date. Each Right entitles the registered
holder, upon the occurrence of certain events, to purchase from the
Company one one-thousandth of a share of Series A Participating
Cumulative Preferred Stock at an exercise price of $25, subject to
adjustment.
The following summary of the principal terms of the stockholder rights
agreement is a general description only, and is subject to the specific
terms and conditions set forth in the Stockholder Rights Agreement
between the Company and Computershare Trust Company Inc., as Rights
Agent, attached as Exhibit 4.1 to this Registration Statement and
incorporated herein by reference.
Rights Evidenced by Common Share Certificates
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The Rights will not be exercisable until the Distribution Date (defined
below). We will not sent Certificates for the Rights ("Rights
Certificates") to stockholders and the Rights will attach to and trade
only together with the Common Shares. Common Share certificates
outstanding on the Record Date will evidence the Rights related thereto,
and Common Share certificates issued after the Record Date will contain
a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption, exchange or expiration of the
Rights), the surrender or transfer of any certificates for Common
Shares, outstanding as of the Record Date, even without notation or a
copy of the Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate.
Distribution Date
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The Rights will be separate from the Common Shares, Rights Certificates
will be issued and the Rights will become exercisable upon the earlier
of (a) the tenth day (or such later date as may be determined by the
Company's Board of Directors) after a person or group of affiliated or
associated persons ("Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the Common
Shares then outstanding, or (b) the tenth business day (or such later
date as may be determined by the Company's Board of Directors) after a
person or group announces a tender or exchange offer, the consummation
of which would result in ownership by a person or group of 15% or more
of the Company's then outstanding Common Shares. The earlier of these
dates is referred to as the "Distribution Date." Persons who are
stockholders on the effective date of the rights agreement are excluded
from the definition of "Acquiring Person" until such time as they
acquire additional shares of stock in an amount equal to 20% of the
Common Shares, and therefore until such time, these stockholders will
not be deemed to be Acquiring Persons.
Issuance of Rights Certificates; Expiration of Rights
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As soon as practicable following the Distribution Date, a Rights
Certificate will be mailed to holders of record of the Common Shares as
of the close of business on the Distribution Date and such separate
Rights Certificate alone will evidence the Rights from and after the
Distribution Date. The Rights will expire on the earliest of (i) August
31, 2015, (the "Final Expiration Date"), or (ii) redemption or exchange
of the Rights as described below.
Initial Exercise of the Rights
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Following the Distribution Date, and until one of the further events
described below, holders of the Rights will be entitled to receive, upon
exercise and the payment of the Purchase Price, one one-thousandth share
of the Series A Participating Cumulative Preferred. In the event that
the Company does not have sufficient Series A Participating Cumulative
Preferred available for all Rights to be exercised, or the board of
directors decides that such action is necessary and not contrary to the
interests of Rights holders, the Company may instead substitute cash,
assets or other securities for the Series A Participating Cumulative
Preferred for which the Rights would have been exercisable under this
provision or as described below.
Right to Buy Company Common Shares
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Unless the Rights are earlier redeemed, in the event that an Acquiring
Person obtains 15% or more of the Company's then outstanding Common
Shares, then each holder of a Right which has not theretofore been
exercised (other than Rights beneficially owned by the Acquiring Person,
which will thereafter be void) will thereafter have the right to
receive, upon exercise, Common Shares having a value equal to two times
the Purchase Price. Rights are not exercisable following the occurrence
of an event as described above until such time as the Rights are no
longer redeemable by the Company as set forth below.
Right to Buy Acquiring Company Shares
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Similarly, unless the Rights are earlier redeemed, in the event that,
after an Acquiring Person obtains 15% or more of the Company's then
outstanding Common Shares, (i) the Company is acquired in a merger or
other business combination transaction, or (ii) 50% or more of the
Company's consolidated assets or earning power are sold, proper
provision must be made so that each holder of a Right which has not
theretofore been exercised (other than Rights beneficially owned by the
Acquiring Person, which will thereafter be void) will thereafter have
the right to receive, upon exercise, shares of common stock of the
acquiring company having a value equal to two times the Purchase Price.
Exchange Provision
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At any time after an Acquiring Person obtains 15% or more of the
Company's then outstanding Common Shares and prior to the acquisition by
such Acquiring Person of 50% or more of the Company's outstanding Common
Shares, the board of directors of the Company may exchange the Rights
(other than Rights beneficially owned by the Acquiring Person, which
shall be void), in whole or in part, at an exchange ratio of one Common
Share per Right.
Redemption
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At any time on or prior to the close of business on the earlier of (i)
the tenth day following the public announcement that an Acquiring Person
has attained 15% or more of the Company's then outstanding Common Shares
(or such later date as may be determined by action of the Company's
Board of Directors and publicly announced by the Company), or (ii) the
Final Expiration Date, the Company may redeem the Rights in whole, but
not in part, at a price of $0.001 per Right.
Adjustments to Prevent Dilution
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The Purchase Price payable, the number of Rights, and the number of
Series A Participating Cumulative Preferred Stock shares or Common
Shares or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time to time in connection with
the dilutive issuances by the Company as set forth in the Rights
Agreement. With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of
at least 1% in such Purchase Price.
Cash Paid Instead of Issuing Fractional Shares
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No fractional Common Shares will be issued upon exercise of a Right and,
in lieu thereof, an adjustment in cash will be made based on the market
price of the Common Shares on the last trading date prior to the date of
exercise.
No Shareholders' Rights Prior to Exercise
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting
from such holder's ownership of Common Shares), including, without
limitation, the right to vote or to receive dividends.
Amendment of Rights Agreement
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The terms of the Rights and the Rights Agreement may be amended in any
respect without the consent of the Rights holders on or prior to the
Distribution Date; thereafter, the terms of the Rights and the Rights
Agreement may be amended without the consent of the Rights holders in
order to cure any ambiguities or to make changes which do not adversely
affect the interests of Rights holders (other than the Acquiring
Person).
Rights and Preferences of the Series A Participating Cumulative
Preferred
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Each one one-thousandth of a share of Series A Participating Cumulative
Preferred has rights and preferences substantially equivalent to those
of one Common Share.
Certain Anti-Takeover Effects
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The Rights approved by the board of directors are designed to protect
and maximize the value of the Company's securities in the event of an
unsolicited attempt by an acquirer to take over the Company in a manner
or on terms not approved by the board of directors. Takeover attempts
may include coercive tactics, which deprive the Company's board of
directors and its shareholders of a meaningful chance to determine the
Company's future. The Rights have been declared by the board of
directors in order to deter such tactics, as they unfairly pressure
shareholders and may deprive them of the full value of their shares.
The Rights will not prevent a takeover of the Company. Subject to the
restrictions described above, the Rights may be redeemed by the Company
at $0.001 per Right at any time prior to the Distribution Date, and
therefore, should not interfere with any merger or business combination
approved by the board of directors.
Item 2. Exhibits Description
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4.1 Stockholder Rights Agreement dated as ofAugust
19, 2005, between TOP Tankers Inc. and
Computershare Trust Company Inc., as Rights
Agent, which includes as Exhibit A the Form of
Certificate of Designation of Series A
Participating Cumulative Preferred Stock, as
Exhibit B the Form of Rights Certificate and as
Exhibit C the Summary of Rights
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: August 19, 2005 TOP TANKERS INC.
By: /s/ Evangelos J. Pistiolis
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Name: Evangelos J. Pistiolis
Title: President
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