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: February 9, 2011
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 o
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
 
 

 

 

      On February 9, 2011, Navios Maritime Acquisition Corporation (“Navios”) filed an amendment to its Amended and Restated Articles of Incorporation to effectuate the increase of its authorized common stock from 100,000,000 to 250,000,000, and increase its authorized preferred stock from 1,000,000 to 10,000,000. Upon filing on February 9, 2011, the amendment became effective. The amendment is included as Exhibit 3.1 to this filing and is incorporated herein by reference. Navios filed the amendment after such amendment was approved by its stockholders at its Annual Meeting of Stockholders held on December 22, 2010.
     This Report on Form 6-K is hereby incorporated by reference into the Navios Registration Statements on Form F-3, File Nos. 333-151707, 333-169320 and 333-170896 and on Form F-4, File No. 333-171394.

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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.
         
  NAVIOS MARITIME ACQUISITION CORPORATION
 
  By:   /s/ Angeliki Frangou    
    Angeliki Frangou   
    Chief Executive Officer    
    Date: February 10, 2011  

 

 

EXHIBIT INDEX
         
Exhibit No.   Exhibit
  3.1    
Articles of Amendment to the Amended and Restated Articles of Incorporation

 

Exhibit 3.1
ARTICLES OF AMENDMENT OF THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
NAVIOS MARITIME ACQUISITION CORPORATION
UNDER SECTION 90 OF THE BUSINESS CORPORATIONS ACT
The undersigned, Secretary of NAVIOS MARITIME ACQUISITION CORPORATION, a corporation incorporated under the laws of the Republic of the Marshall Islands, for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation hereby certify:
  1.   The name of the Corporation is: Navios Maritime Acquisition Corporation
 
  2.   The Articles of Incorporation were filed with the Registrar of Corporations as of the 14 th day of March 2008 and Amended and Restated Articles of Incorporation of the Corporation were filed with the Registrar of Corporation as of the 2 nd day of June 2010.
 
  3.   Article Four of the Amended and Restated Articles of Incorporation is hereby amended as follows:
          Fourth: The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is 260,000,000 registered shares of which 250,000,000 registered shares shall be common stock, of the par value of $.0001 per share, and 10,000,000 registered shares shall be preferred stock, of the par value of $.0001 per share.
          (A) Preferred Stock . The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the BCA. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by Articles of Amendment to these Articles of Incorporation authorized by an affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
          (B) Common Stock . Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.

 

 

  4.   The amendment to the Articles of Incorporation was authorized by vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to the Amended and Restated Articles of Incorporation on this 9 th day of February, 2011 under penalty of perjury pursuant to section 5 of the Business Corporations Act.
         
     
  /s/ Vasiliki Papaefthymiou    
  Vasiliki Papaefthymiou   
  Secretary