form8ka.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): September 12,
2007
MC
Shipping Inc.
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(Exact
name of registrant as specified in its
charter)
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Liberia
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1-10231
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98-0101881
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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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Richmond
House, 12 Par-la-ville Road
Hamilton
HM CX. Bermuda
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(Address
of principal executive offices) (Zip code)
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Registrant’s
telephone number, including area
code: 441-295-7933
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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:
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Introductory
Note
On
September 12, 2007, MC Shipping Inc. (the "Company") completed its merger with
Mast Merger Sub Corp. ("Merger Sub"), a wholly owned subsidiary of Mast
Acquisition Ltd. (“Parent”), pursuant to which Merger Sub merged with and into
the Company, with the Company continuing as the surviving corporation (the
"Merger"). In connection with the Merger, each publicly held
outstanding share of the Company's common stock, par value $0.01 per share,
was
cancelled and converted into the right to receive $14.25 in cash, without
interest and less applicable withholding taxes. As a result of the
Merger, the Company became a privately-held, wholly-owned subsidiary of Parent,
an entity controlled by Bear Stearns Merchant Banking (“BSMB”), the private
equity affiliate of The Bear Stearns Companies Inc.
Item
3.01. Notice of Delisting or Failure To Satisfy a Continued Listing
Rule or Standard; Transfer ff Listing.
In
connection with the closing of the Merger, the Company notified the American
Stock Exchange ("AMEX") on September 12, 2007 that each outstanding
publicly-held share of the Company's common stock, par value $0.01 per share,
was cancelled and converted into the right to receive $14.25 in cash, without
interest and less applicable withholding taxes, and requested that AMEX file
with the Securities and Exchange Commission (“SEC”) an application on Form 25 to
report that the shares of common stock of the Company are no longer listed
on
AMEX. In connection with the completion of the Merger, trading of the Company's
common stock on AMEX was suspended as of the close of trading on September
12,
2007. On September 12, 2007, the Company filed with the SEC a
Certification on Form 15 under the Exchange Act, requesting that the Company’s
common stock be deregistered and that the Company’s reporting obligations under
Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, be
suspended.
Item
3.03. Material Modification to Rights of Security
Holders.
The
information set forth in the Introductory Note is incorporated by reference
into
this Item 3.03.
On
September 12, 2007, the Company and BSMB issued a joint press release announcing
the completion of the Merger. A copy of this press release is filed as Exhibit
99.1 hereto and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
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99.1
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Joint
press release issued by Bear Stearns Merchant Banking and MC
Shipping Inc. dated September 12,
2007.
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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.
Date: September
18, 2007
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MC
SHIPPING INC.
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By:
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/s/
Antony Crawford |
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Name: Antony
Crawford
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Title: President
and Chief Executive
Officer
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Exhibit
No.
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Description
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Joint
press release issued by Bear Stearns Merchant Banking and MC Shipping
Inc.
dated September 12, 2007.
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