SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
Dated: September 16, 2010
Commission File No. 001-34104
NAVIOS MARITIME ACQUISITION CORPORATION
85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F:
Form 20-F
þ
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):
Yes
o
No
þ
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):
Yes
o
No
þ
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
o
No
þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b):
N/A
Designation and Issuance of Series A Convertible Preferred Stock
On September 16, 2010, in connection with the payment of certain consultant and advisory fees,
Navios Maritime Acquisition Corporation (the “Company”) entered a Subscription Agreement with an
independent third party for the issuance of 3,000 shares of Series A Convertible Preferred Stock
(the “Preferred Stock”). The terms and provisions of the Preferred Stock are governed by the
Certificate of Designations, Preferences and Rights of the Company (the “Certificate of
Designation”) as filed on September 16, 2010 with the Registrar of Corporations in the Republic of
the Marshall Islands. The Certificate of Designation, as filed, is attached hereto as Exhibit 1.1
to this Report and is incorporated herein by reference.
On September 17, 2010, the 3,000 shares of Preferred Stock were issued to the holder, and such
Preferred Stock will only be distributed to the holder in tranches of 300 shares every six months
commencing on June 30, 2011 and ending on December 31, 2015, so that such shares of Preferred
Stock, and the shares of common stock underlying the Preferred Stock, will only be eligible for
transfer upon distribution to the holder. The Preferred Stock can be converted at any time at a
conversion price of $35.00 per share of common stock. Any shares of Preferred Stock remaining
outstanding on December 31, 2015 shall automatically convert at a conversion price of $25.00 per
share of common stock. The Preferred Stock does not have any voting rights.
This Report on Form 6-K is hereby incorporated by reference into the Navios Maritime
Acquisition Corporation Registration Statements on Form F-3, File Nos. 333-151707 and 333-169320.
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.
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NAVIOS MARITIME ACQUISITION CORPORATION
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By:
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/s/ Angeliki Frangou
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Angeliki Frangou
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Chief Executive Officer
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Date: September 21, 2010
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Exhibits
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Exhibit No.
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Exhibit
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1.1
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Certificate of Designation of the Series A Convertible
Preferred Stock, as filed with the Registrar of
Companies of the Republic of the Marshall Islands on
September 16, 2010
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Exhibit 1.1
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
NAVIOS MARITIME ACQUISITION CORPORATION
(Pursuant to Section 35(2) of the
Business Corporations Act of the Associations Law of
the Republic of the Marshall Islands)
The undersigned, Ms. Angeliki Frangou and Ms. Vasiliki Papaefthymiou, do hereby certify:
1. That they are the duly elected and acting Chief Executive Officer and Corporate Secretary,
respectively, of Navios Maritime Acquisition Corporation, a Marshall Islands corporation.
2. That, pursuant to the authority conferred by the Company’s Amended and Restated Articles of
Incorporation, the Company’s Board of Directors, as of September 6, 2010, by a unanimous written
consent in lieu of a meeting in accordance with Section 55(4) of the Business Corporations Act of
the Associations Law of the Republic of the Marshall Islands, adopted the following resolutions:
RESOLVED, that, pursuant to the authority expressly granted to and vested in the Board of Directors
(the “Board of Directors”) of Navios Maritime Acquisition Corporation (the “Company”) by the
provisions of the Amended and Restated Articles of Incorporation (the “Articles of Incorporation”)
of the Company and its Bylaws, and in accordance with Section 35(2) of the Business Corporation Act
of the Associations Law of the Republic of the Marshall Islands (the “BCA”), there is hereby
created, out of the 1,000,000 shares of preferred stock, par value $0.0001 per share (the
“Preferred Stock”), of the Company’s remaining authorized, unissued and undesignated preferred
stock, a series of the Preferred Stock, which series shall have the following powers, designations,
preferences and relative, optional or other rights, and the following qualifications, limitations
and restrictions (in addition to any powers, designations, preferences and relative, optional or
other rights, and any qualifications, limitations and restrictions, set forth in the Articles of
Incorporation which are applicable to the Preferred Stock):
Section 1.
Designation of Amount and Preference
.
The shares of such series of Preferred Stock created hereby shall be designated the “Series A
Convertible Preferred Stock” (the “Series A Convertible Preferred Stock”), par value $0.0001 per
share. The number of shares of Series A Convertible Preferred Stock shall initially be 3,000,
which number the Board of Directors may from time to time increase or decrease (but not below the
number then-outstanding).
Section 2.
Liquidation
.
(a)
Liquidation Preference
. In the event of a liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary (a “Liquidation Event”), (i) after any payment shall
be made or any assets distributed out of the assets of the Company then-available for distribution
(whether such assets are stated capital, surplus or earnings) to the holders of (x) any of the
Company’s secured and unsecured debt obligations, or (y) any other security or obligation issued
subsequent to the date such shares of Series A Convertible Preferred Stock are initially issued
(the “Original Issuance Date”) that expressly states that it ranks senior to the Series A
Convertible Preferred Stock (such holders in subclauses (x) and (y) collectively, the “Senior
Holders”), but (ii) before any payment shall be made or any assets distributed to the holders of
any class or series of the common stock, par value $0.0001 per share of the Company (the
“Common
Stock”), the holders of the Series A Convertible Preferred Stock then-outstanding shall be entitled
to receive $10,000 per share of Series A Convertible Preferred Stock plus the amount of any
accumulated and unpaid dividends thereon, whether or not declared (the “Liquidation Preference”),
up to and including the date full payment shall be tendered to the holders of the Series A
Convertible Preferred Stock with respect to such Liquidation Event. If, upon any Liquidation Event
and after payment or distribution to the Senior Holders, the assets of the Company available for
distribution to the holders of the Series A Convertible Preferred Stock are insufficient to permit
the payment in full to the holders of the Series A Convertible Preferred Stock of the full
Liquidation Preference, then all of the remaining assets of the Company available for such
distribution shall be distributed among the holders of the then-outstanding Series A Convertible
Preferred Stock pro rata according to the number of then-outstanding shares of Series A Convertible
Preferred Stock held by each holder thereof.
(b)
Distribution of Remaining Assets
. Following payment to the holders of the Series A
Convertible Preferred Stock of the full preferential amounts described in Section 2(a) above, the
holders of the Series A Convertible Preferred Stock shall have no further right to participate in
any assets of the Company available for distribution.
Section 3.
Dividends; Withholding on Payments; Taxes
.
(a) The holders of Series A Convertible Preferred Stock shall not be entitled to receive, when, as
and if declared by the Board of Directors out of legally available funds, dividends until such
shares are converted into shares of Common Stock.
(b) The Company will pay any and all original issuance, transfer, stamp and other similar taxes
that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of
Series A Convertible Preferred Stock pursuant hereto. The Company shall not, however, be required
to pay any tax which may be payable in respect of any transfer involved in the issue and delivery
of shares of Common Stock in a name other than that of the holder of the share(s) of Series A
Convertible Preferred Stock to be converted, and no such issue or delivery shall be made unless and
until the person requesting such issue has paid to the Company the amount of any such tax, or has
established to the reasonable satisfaction of the Company that such tax has been or will be paid.
Section 4.
Voting Rights
.
Except as may be provided in the BCA, a holder of Series A Convertible Preferred Stock shall
not have any voting rights.
Section 5.
Conversion Rights
.
(a)
Automatic Conversion
.
(1) On December 31, 2015 (the “Automatic Conversion Date”), the remaining balance of the
then-outstanding shares of Series A Convertible Preferred Stock shall automatically convert pro
rata, without any action on the part of the Company, any stockholder or any other person, into a
number of fully paid and non-assessable shares of Common Stock determined by dividing the amount of
the then-Liquidation Preference of such Series A Convertible Preferred Stock being converted by a
conversion price equal to $25.00 per share of Common Stock, subject to adjustment pursuant to
Section 5(e) below.
(b)
Optional Conversion
. Subject to and upon compliance with the provisions of this
Section 5, the holders of shares of Series A Convertible Preferred Stock shall be entitled, at
their option, at any time after June 30, 2011 and prior to the Automatic Conversion Date, to
convert all or any such then-
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outstanding shares of Series A Convertible Preferred Stock into a
number of fully paid and non-assessable shares of Common Stock determined by dividing the amount of
the then-Liquidation Preference of such Series A Convertible Preferred Stock being converted by a
conversion price equal to $35.00 per share of Common Stock, subject to adjustment pursuant to
Section 5(e) below.
(c)
Conversion Price
. The applicable conversion price (the “Conversion Price”) shall be
subject to adjustment from time to time in accordance with Section 5(e) hereof.
(d)
No Fractional Shares
. The number of full shares of Common Stock issuable upon
conversion shall be computed on the basis of the aggregate number of shares of Series A Convertible
Preferred Stock surrendered. Instead of any fractional shares of Common Stock which would
otherwise be issuable upon conversion of any shares of Series A Convertible Preferred Stock, the
number of shares of Common Stock issued shall be rounded, up or down, to the nearest whole number
of shares of Common Stock (with one half being rounded up).
(e)
Adjustments to Conversion Price
. The Conversion Price shall be subject to adjustment
from time to time as follows:
(1)
Upon Stock Dividends, Subdivisions or Splits
. If, at any time after the Original
Issuance Date, the number of shares of Common Stock outstanding is increased by a stock dividend
payable in shares of Common Stock or by a subdivision or split up of shares of Common Stock, then,
following the record date for the determination of holders of Common Stock entitled to receive such
stock dividend, or to be affected by such subdivision or split up, the Conversion Price shall be
appropriately decreased so that the number of shares of Common Stock issuable on conversion of
Series A Convertible Preferred Stock shall be increased in proportion to such increase in
outstanding shares.
(2)
Upon Combinations or Reverse Stock Splits
. If, at any time after the Original
Issuance Date, the number of shares of Common Stock outstanding is decreased by a combination or
reverse stock split of the outstanding shares of Common Stock into a smaller number of shares of
Common Stock, then, following the record date to determine shares affected by such combination or
reverse stock split, the Conversion Price shall be appropriately increased so that the number of
shares of Common Stock issuable on conversion of each share of Series A Convertible Preferred Stock
shall be decreased in proportion to such decrease in outstanding shares.
(3)
Upon Capital Reorganization or Reclassification
. If the Common Stock issuable upon
the conversion of the Series A Convertible Preferred Stock shall be changed into the same or
different number of shares of any class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination or shares of stock dividend
provided for elsewhere in this Section 5(e), or the sale of all or substantially all of the
Company’s properties and assets to any other person), then and in each such event the holder of
each share of Series A Convertible Preferred Stock shall have the right thereafter to convert such
share into the kind and amount of shares of stock and other securities and property receivable upon
such reorganization, reclassification or other change by holders of the number of shares of Common
Stock into which such shares of Series A Convertible Preferred Stock might have been converted, as
the case may be, immediately prior to such reorganization, reclassification or change, all subject
to further adjustment as provided herein.
(4)
Upon Reclassification, Merger or Sale of Assets
. If, at any time or from time to
time, there shall be a capital reorganization of the Common Stock (other than a subdivision,
combination, reclassification, or exchange of shares provided for elsewhere in this Section 5(e))
or a merger or consolidation of the Company with or into another corporation, or the sale of all or
substantially all of the Company’s properties and assets to any other person, then, as a part of
such reorganization, merger, or
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consolidation or sale, provision shall be made so that holders of
Series A Convertible Preferred Stock, as the case may be, shall thereafter be entitled to receive
upon conversion of the Series A Convertible Preferred Stock, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting from such merger,
consolidation or sale, to which such holder would have been entitled if such holder had converted
its shares of Series A Convertible Preferred Stock immediately prior to such capital
reorganization, merger, consolidation or sale. In any such case, appropriate adjustment shall be
made in the application of the provisions of this Section 5(e) with respect to the rights of the
holders of the Series A Convertible Preferred Stock after the reorganization, merger, consolidation
or sale to the end that the provisions of this Section 5(e), including adjustment of the Conversion
Price then in effect for the Series A Convertible Preferred Stock and the number of shares issuable
upon conversion of the Series A Convertible Preferred Stock shall be applicable after that event in
as nearly equivalent a manner as may be practicable.
(f)
Exercise of Conversion Privilege
.
(1) Except in the case of an automatic conversion pursuant to Section 5(a) hereof, in order to
convert shares of Series A Convertible Preferred Stock, a holder must (A) surrender the certificate
or certificates evidencing such holder’s shares of Series A Convertible Preferred Stock (to the
extent they were issued in certificated form) to be converted and duly endorsed in a form
satisfactory to the Company, at the office of the Company, and (B) notify the Company at such
office that such holder elects to convert Series A Convertible Preferred Stock and the number of
shares such holder wishes to convert. Such notice referred to in clause (B) above shall be
delivered substantially in the form set forth in
Annex A
hereto.
(2) Except in the case of an automatic conversion pursuant to Section 5(a) hereof, Series A
Convertible Preferred Stock shall be deemed to have been converted immediately prior to the close
of business on the day (the “Conversion Date”) of surrender of such shares of Series A Convertible
Preferred Stock for conversion in accordance with the foregoing provisions. In the case of an
automatic conversion pursuant to Section 5(a) hereof, such conversion shall occur automatically on
the Automatic Conversion Date, and without any further action by the holders of such shares and
whether or not the certificates representing such shares, if any, are surrendered to the Company or
its transfer agent. Upon the Conversion Date or the Automatic Conversion Date, as the case may be,
the rights of the holders of such shares of Series A Convertible Preferred Stock as holder shall
cease, and the person or persons entitled to receive the Common Stock issuable upon conversion
shall be treated for all purposes as the record holder or holders of such Common Stock as and after
such time. Upon the automatic conversion of the Series A Convertible Preferred Stock pursuant to
Section 5(a) hereof, the Company shall promptly send written notice thereof, by registered or
certified mail, return receipt requested and postage prepaid, by hand delivery or by overnight
delivery, to each holder of record of Series A Convertible Preferred Stock at their address
then-shown on the records of the Company, which notice shall state that certificates evidencing
shares of Series A Convertible Preferred Stock, if any, must be surrendered at the office of the
Company (or of its transfer agent for the Common Stock, if applicable). Upon the occurrence of the
automatic conversion of the Series A Convertible Preferred Stock pursuant to Section 5(a) hereof,
the holders of Series A Convertible Preferred Stock shall surrender the certificates representing
such shares at the office of the Company or any transfer agent for the Series A Convertible
Preferred Stock. Upon the conversion of the Series A Convertible Preferred Stock, the shares of
Series A Convertible Preferred Stock so converted shall not be transferred on the books of the
Company or be deemed to be outstanding for any purpose whatsoever and shall constitute only the
right to receive such number of shares of Common Stock as may be issuable upon such conversion. As
promptly as practicable on or after the Conversion Date or the Automatic Conversion Date (subject
to Section 5(a)), as the case may be, the Company shall issue and shall deliver at any office or
agency of the Company maintained for the surrender of Series A Convertible Preferred Stock a
certificate or certificates for the number of full shares of Common Stock
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issuable upon conversion
or such shares shall be issued in book-entry form and deposited at an account in the name of the
holder of record maintained at the Company’s transfer agent.
(3) In the case of any certificate evidencing shares of Series A Convertible Preferred Stock
which is converted in part only, upon such conversion the Company shall execute and deliver a new
certificate representing an aggregate number of shares of Series A Convertible Preferred Stock
equal to the unconverted portion of such certificate.
(g)
Cancellation of Converted Series A Convertible Preferred Stock
. All Series A
Convertible Preferred Stock delivered for conversion shall be delivered to the Company to be
cancelled.
Section 6.
Certain Definitions
. The following terms shall have the following respective
meanings herein:
“
Business Day
” means any day that is not a Saturday or Sunday or a day on which banks
are required or permitted to be closed in the State of New York.
“
Designated Office
” means the office or agency maintained by the Company for the
presentation of certificates evidencing shares of Series A Convertible Preferred Stock; and further
be it
RESOLVED, that the President, Chief Executive Officer or any Vice President and the Secretary or
any Assistant Secretary of this Company be, and they hereby are, authorized and directed to prepare
and file a Certificate of Designation of Rights, Preferences and Privileges in accordance with the
foregoing resolution and the provisions of Marshall Islands law and to take such actions as they
may deem necessary or appropriate to carry out the intent of the foregoing resolution; and be it
further
[
Remainder of page intentionally left blank. Signature page to follow
.]
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We further
declare under penalty of perjury that the matters set forth in the foregoing Certificate of
Designation, Preferences and Rights are true and correct of our own knowledge.
Executed in Piraeus, Greece on September 16, 2010.
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/s/ Angeliki Frangou
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Angeliki Frangou
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Chief Executive Officer
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/s/ Vasiliki Papaefthymiou
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Vasiliki Papaefthymiou
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Secretary
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ANNEX A
NOTICE TO EXERCISE CONVERSION RIGHT
The undersigned, being a holder of the Series A Convertible Preferred Stock of Navios Maritime
Acquisition Corporation (the “
Convertible Preferred Stock
”) irrevocably exercises the right
to convert ____________ outstanding shares of Convertible Preferred Stock on ___________, ____,
into shares of Common Stock of Navios Maritime Acquisition Corporation in accordance with the terms
of the shares of Convertible Preferred Stock, and directs that the shares issuable and deliverable
upon the conversion be issued and delivered in the denominations indicated below to the registered
holder hereof unless a different name has been indicated below.
Dated: [At least three Business Days prior to the date fixed for conversion]
Fill in for registration of
shares of Common Stock
if to be issued otherwise
than to the registered
holder:
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Name
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Address
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Please print name and
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(Signature)
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address, including postal
code number
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Denominations:
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