UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2018
Commission File Number: 001-35132
BOX SHIPS INC.
(Name of Registrant)
15 Karamanli Ave., GR 166 73, Voula, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ 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): ☐
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): ☐
On April 19, 2018, Box Ships Inc. (the “ Company ”) and Computershare Trust Company, N.A., as Rights Agent (the “ Rights Agent ”) entered into Amendment No. 1 (the “ Amendment ”) to the Stockholders Rights Agreement, dated as of April 18, 2011 (the “ Rights Agreement ”), between the Company and the Rights Agent to accelerate the expiration of the Rights (as defined in the Rights Agreement) to April 19, 2018. As a result of the Amendment, the Rights expired and the Rights Agreement terminated effective 11:59 p.m., New York City time, on April 19, 2018.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as exhibit 99.1 hereto.
The following exhibit is filed herewith:
Exhibit
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Description |
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99.1 | Form of Amendment No. 1 to the Stockholders Rights Agreement, dated April 19, 2018, by and between Box Ships Inc. and Computershare Trust Company, N.A. |
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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, thereunto duly authorized.
BOX SHIPS INC. | |||
Date: April 20, 2018 | By: | /s/ GEORGE SKRIMIZEAS | |
George Skrimizeas | |||
Chief Operating Officer |
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Exhibit 99.1
AMENDMENT NO. 1 TO STOCKHOLDERS RIGHTS AGREEMENT
This Amendment No. 1, dated as of April 19, 2018 (this “ Amendment ”), by and between Box Ships Inc., a Marshall Islands corporation (the “ Company ”), and Computershare Trust Company, N.A., as rights agent (the “ Rights Agent ”), amends that certain Stockholders Rights Agreement, dated as of April 18, 2011 (the “ Rights Agreement ”), by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
RECITALS
A. Section 27 of the Rights Agreement provides that, prior to the Distribution Date, the Company and the Rights Agent may supplement or amend any provision of the Rights Agreement without the approval of any holders of Rights Certificates.
B. The Board of Directors of the Company has determined that it is necessary, desirable and in the best interest of the Company and its stockholders to amend the Rights Agreement as set forth in this Amendment.
C. A Distribution Date has not occurred, and pursuant to the terms of the Rights Agreement and in accordance with the terms of Section 27 of the Rights Agreement, the Company and the Rights Agent wish to amend the Rights Agreement by this Amendment.
AGREEMENT
NOW THEREFORE, the Rights Agreement is hereby amended as follows:
1. The definition of “Final Expiration Date” in Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows:
“ Final Expiration Date ” shall mean April 19, 2018.
2. This Amendment is effective as of the date hereof, and all references to the Rights Agreement from and after such time will be deemed to be references to the Rights Agreement as amended hereby.
3. The Rights Agreement is not otherwise supplemented or amended by virtue of this Amendment, but remains in full force and effect.
4. This Amendment is governed by the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
5. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.
6. If any term, provision, covenant or restriction of this Amendment or applicable to this Amendment is held by a court of competent jurisdiction or other authority to be invalid, null and void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, further, that if any such excluded term, provision, covenant or restriction shall adversely affect the rights, immunities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately.
7. By its execution and delivery hereof, the Company requests the Rights Agent to execute this Amendment.
[ Signature page follows ]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
BOX SHIPS INC. | ||||
By: | ||||
Name: | George Skrimizeas | |||
Title: | Chief Operating Officer | |||
COMPUTERSHARE TRUST COMPANY, N.A. | ||||
By: | ||||
Name: | ||||
Title: |