kl05060.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 21, 2008
GENCO
SHIPPING & TRADING LIMITED
(Exact
Name of Registrant as Specified in Charter)
Republic
of the Marshall Islands
|
000-28506
|
98-043-9758
|
(State
or Other Jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
299
Park Avenue
20th
Floor
(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))
|
Genco
Shipping & Trading Limited (the “Company”) is disclosing new information set
forth below concerning the offering of shares of its common stock, par value
$0.01 per share (“Common Stock”), pursuant to its registration statement on Form
S-3 (Registration No. 333-151001) filed with the Securities and Exchange
Commission on May 19, 2008, as amended (the “Registration Statement”), and the
prospectus included therein (the “Prospectus”). Unless otherwise
stated below, it is assumed below that the underwriters’ over-allotment option
for the offering is not exercised.
The Company and the selling
shareholders named in the Prospectus determined to adjust the size of the
offering such that the Company is offering 2,702,669 shares and the selling
shareholders are offering a total of 1,034,831 shares, for a combined total of
3,737,500 shares of Common Stock. Of the amount offered by the
selling shareholders:
·
|
1,000,000
shares are being offered by OCM Fleet Acquisition LLC, which will continue
to have a 4.76% interest in the Company following the offering,
and
|
·
|
34,831
shares are being offered by John C. Wobensmith, who will continue to have
a 0.28% interest in the Company following the
offering.
|
Peter C.
Georgiopoulos will not sell any of the 4,135,316 shares he beneficially owns in
the offering and will have a 13.01% interest in the Company following the
offering (or a 12.79% interest if the over-allotment option is exercised in
full).
Set forth
below is further information regarding the number of shares of Common Stock
owned and offered by the selling shareholders.
|
|
Number
of
Shares
Beneficially
Owned
|
|
|
Percentage
of
Shares
Beneficially
Owned
|
|
|
Number
of
Shares
Offered
Hereby
|
|
|
Number
of
Shares
Owned
after
Offering
|
|
|
Percentage
of
Shares
Owned
after
Offering
|
|
|
Percentage
of
Shares
Owned
after
Exercise
of
Overallotment
Option in
Full
|
|
OCM
Fleet
Acquisition LLC
|
|
|
2,512,532 |
|
|
|
8.64
|
% |
|
|
1,000,000 |
|
|
|
1,512,532 |
|
|
|
4.76
|
% |
|
|
4.68
|
% |
John
C. Wobensmith
|
|
|
123,462 |
|
|
|
0.42
|
% |
|
|
34,831 |
|
|
|
88,631 |
|
|
|
0.28 |
% |
|
|
0.27 |
% |
The
30-day option that the Company is expected to grant the underwriters to purchase
additional shares to cover any over-allotments is now for up to 560,600 shares
of Common Stock.
Under the terms of the underwriting
agreement that the Company, OCM Fleet Acquisition LLC, and Mr. Wobensmith expect
to enter into with the underwriters, Mr. Georgiopoulos will not be subject to
any lock-up agreement or arrangement as described in the section entitled
“Underwriting” in the Prospectus.
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
DATE: May
21, 2008
/s/ John C.
Wobensmith
John C.
Wobensmith
|
Chief
Financial Officer, Principal
Accounting
Officer, Secretary and Treasurer
(Principal
Financial and Accounting Officer)
|
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