UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 7, 2016
GENCO SHIPPING & TRADING LIMITED
(Exact Name of Registrant as Specified in Charter)
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Republic of the Marshall Islands
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001-33393
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98-043-9758
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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299 Park Avenue
12
th
Floor
New York, NY
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10171
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03
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Material Modification to Rights of Security Holders
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To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined herein) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On July 7, 2016, Genco Shipping & Trading Limited (the “Company”) filed Articles of Amendment of its Second Amended and Restated Articles of Incorporation (“Articles of Amendment”) with the Registrar of Corporations of the Republic of the Marshall Islands to implement a 1-for-10 Reverse Stock Split of its common stock, effective at 4:30 p.m., Eastern Time, on July 7, 2016 (the “Reverse Stock Split”). On April 15, 2016, the Company had received shareholder approval to effect a Reverse Stock Split of the Company’s issued and outstanding shares of common stock at a ratio between 1-for-2 and 1-for-25, with such ratio to be determined in the sole discretion of the Company’s Board of Directors. On June 29, 2016, the Board of Directors had approved the implementation of the Reverse Stock Split and determined the appropriate Reverse Stock Split ratio to be 1-for-10. The Reverse Stock Split is intended to bring the Company into compliance with the $1.00 minimum average closing share price requirement for continued listing on the New York Stock Exchange (the “NYSE”).
The Company’s common stock is expected to begin trading on a split-adjusted basis on the NYSE at the market open on July 8, 2016. The Company’s common stock will continue to trade under the symbol “GNK” but will have a new CUSIP number (Y2685T 131).
Upon the effectiveness of the Reverse Stock Split, every ten shares of issued and outstanding Company common stock were combined into one issued and outstanding share of common stock, with no change in par value per share. The Reverse Stock Split reduced the number of shares of the Company’s outstanding common stock from approximately 73.5 million shares to approximately 7.4 million shares. No fractional shares were issued as a result of the Reverse Stock Split. Any fractional shares that would have resulted will be settled in cash.
Proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all of the Company’s outstanding warrants. The number of shares deliverable upon settlement or vesting of the Company’s outstanding restricted stock units will be similarly adjusted. A proportionate adjustment was also made to the maximum number of shares issuable under the Company’s 2015 Equity Incentive Plan. Shareholders holding share certificates will receive information from Computershare, Inc., the Company’s transfer agent, regarding the process for exchanging their shares of common stock. Stockholders who hold their shares in brokerage accounts or “street name” will not be required to take any action to effect the exchange of their shares.
The foregoing description of the Reverse Stock Split does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment, which are filed as Exhibit 3.1 hereto and are incorporated into this report by reference.
On July 7, 2016, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated into this report by reference.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No
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Description
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3.1
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Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, adopted July 7, 2016.
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99.1
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Press Release dated July 7, 2016.
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SIGNATURE
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 hereunto duly authorized.
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GENCO SHIPPING & TRADING LIMITED
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DATE: July 7, 2016
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By
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/s/ Apostolos Zafolias
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Apostolos Zafolias
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No
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Description
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Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, adopted July 7, 2016.
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Press Release dated July 7, 2016.
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Exhibit 3.1
ARTICLES OF AMENDMENT OF
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
GENCO SHIPPING & TRADING LIMITED
UNDER SECTION 90 OF THE BUSINESS CORPORATIONS ACT
The undersigned,
the President
of Genco Shipping & Trading Limited, a corporation incorporated under the laws of the Republic of the Marshall Islands (the “
Corporation
”), for the purpose of amending the Second Amended and Restated Articles of Incorporation of the Corporation, hereby certifies:
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1.
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The name of the Corporation is Genco Shipping & Trading Limited.
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2.
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The Articles of Incorporation of the Corporation were filed with the Registrar of Corporations on September 27, 2004.
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3.
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The following paragraph is hereby added to the end of Article D of the Second Amended and Restated Articles of Incorporation of the Corporation:
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“Upon the effectiveness pursuant to the BCA of the articles of amendment adding this paragraph to Article D of these Articles of Incorporation (the “Reverse Stock Split Effective Time”), each ten (10) shares of common stock, par value $0.01 per share, of the Corporation (“Common Stock”) either issued and outstanding or held by the Corporation as treasury stock immediately prior to the Reverse Stock Split Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”); provided that no fractional shares shall be issued to any holder and that in lieu of issuing any such fractional shares, the Corporation shall pay cash (without interest) equal to the number of shares of Common Stock held by any such holder immediately prior to the Reverse Stock Split that were not combined into whole shares of Common Stock upon consummation of the Reverse Stock Split, multiplied by an amount equal to the closing price per share on NYSE on the trading day immediately preceding the effective time of the Reverse Stock Split. Each certificate that immediately prior to the Reverse Stock Split Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
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4.
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The foregoing amendment shall be effective on July 7, 2016 at 4:30 p.m. New York Time.
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5.
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The foregoing amendment was authorized by the unanimous vote of the Corporation’s board of directors and the vote of the holders of a majority of the voting power of all of the Corporation’s outstanding shares entitled to vote thereon at a duly held meeting of shareholders.
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IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment on this 7th day of July, 2016.
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GENCO SHIPPING & TRADING LIMITED
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By:
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/s/ John C. Wobensmith
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Name:
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John C. Wobensmith
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Title:
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President
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CONTACT:
John C. Wobensmith
President
Genco Shipping & Trading Limited
(646) 443-8555
GENCO SHIPPING & TRADING LIMITED ANNOUNCES 1-FOR-10 REVERSE STOCK SPLIT
New York, New York, July 7, 2016 – Genco Shipping & Trading Limited (NYSE:GNK) (the “Company”) announced today that it has effected a 1-for-10 reverse stock split of its common stock, effective at 4:30 p.m., New York Time, on July 7, 2016. On April 15, 2016, the Company had announced shareholder approval to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio between 1-for-2 and 1-for-25, with such ratio to be determined in the sole discretion of the Company’s Board of Directors. On June 29, 2016, the Board of Directors approved the implementation of a reverse stock split and determined the appropriate reverse stock split ratio to be 1-for-10. The reverse split is intended to bring the Company into compliance with the $1.00 minimum average closing share price requirement for continued listing on the New York Stock Exchange (the “NYSE”). The Company’s common stock is expected to begin trading on a split-adjusted basis on the NYSE at the market open on July 8, 2016.
Upon the effectiveness of the reverse stock split, every ten shares of issued and outstanding Company common stock were combined into one issued and outstanding share of common stock, with no change in par value per share. The reverse split reduced the number of shares of the Company’s outstanding common stock from approximately 73.5 million shares to approximately 7.4 million shares. No fractional shares were issued as a result of the reverse stock split. Any fractional shares that would have resulted will be settled in cash.
Proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all of the Company’s outstanding warrants. Shareholders holding share certificates will receive information from Computershare, Inc., the Company’s transfer agent, regarding the process for exchanging their shares of common stock. Stockholders who hold their shares in brokerage accounts or “street name” will not be required to take any action to effect the exchange of their shares.
Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2016, a copy of which is available at
www.sec.gov
or
www.gencoshipping.com
under the SEC Filings tab located on the Investor page.
About Genco Shipping & Trading Limited
Genco Shipping & Trading Limited transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Genco Shipping & Trading Limited’s current fleet consists of 13 Capesize, eight Panamax, four Ultramax, 21
Supramax, five Handymax and 18
Handysize vessels with an aggregate capacity of
approximately 5,113,000 dwt.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “budget,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance. These forward-looking statements are based on management’s current expectations and observations and include factors that, in the Company’s view, could cause actual results to differ materially from the forward-looking statements contained in this press release. In particular, although the Company intends to regain compliance with the NYSE’s continued listing standards, there can be no assurance that the Company will be able to do so. This could result in a delisting of the Company’s common stock from the NYSE. Other factors that could cause actual results to differ materially from the forward-looking statements contained in this press release are listed from time to time in the Company’s filings with the SEC, its Annual Report on Form 10-K for the year ended December 31, 2015 and its subsequent reports on Form 10-Q and Form 8-K.
This press release is not an offer to sell or a solicitation of any offer to buy any securities in any jurisdiction (including without limitation the United States of America) to the public generally or to any person.
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