Form 8K Current Report
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): May 18, 2006
GENCO
SHIPPING & TRADING LIMITED
(Exact
name of registrant as specified in its charter)
Republic
of the Marshall Islands
|
000-5142
|
98-043-9758
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
employer
identification
no.)
|
299
Park Avenue, 20th
Floor
New
York, NY
(Address
of principal executive offices)
|
|
10171
(Zip
code)
|
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 (see
General
Instruction A.2. below):
r
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
May
18, 2006, the shareholders of Genco Shipping & Trading Limited (the
“Company”) approved two amendments to the Company’s Amended and Restated
Certificate of Incorporation as follows:
· |
Section
M was added to eliminate the liability of the Company’s directors for any
breach of duty to the greatest extent permitted under Section 28
of the
Marshall Islands Business Corporations
Act.
|
· |
Section
H(a) was amended to permit the Board of Directors to designate the
class
of a director who is appointed to a vacancy created by the Board
of
Director’s increase of the number of
directors.
|
Further
details regarding the foregoing amendments can be found in the definitive proxy
statement filed by the Company on April 21, 2006. The preceding is qualified
in
its entirety by reference to the Articles of Amendment of the Company’s Amended
and Restated Certificate of Incorporation, which are attached hereto as Exhibit
3.1 and are incorporated herein by reference.
ITEM
9. Financial
Statements and Exhibits
(c)
Exhibits
Exhibit
No. Description
3.1 Articles
of Amendment of Amended and Restated Articles of Incorporation of Genco Shipping
& Trading Limited.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Genco Shipping
&
Trading Limited has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENCO
SHIPPING &
TRADING LIMITED
/s/
John C.
Wobensmith
John
C.
Wobensmith
|
Chief
Financial Officer, Secretary and Treasurer
(Principal
Financial and Accounting Officer)
|
DATE:
May
22, 2006
Exhibit
Index
Exhibit
No. Description
3.1
Articles
of Amendment of Amended and Restated Articles of Incorporation of Genco Shipping
& Trading Limited.