d834404_8-k.htm
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): November
30,2007
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STAR
MARITIME ACQUISITION CORP.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-32685
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20-2873585
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(State
or other jurisdiction of incorporation or
organization)
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(Commission
File Number)
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(IRS
employer identification no.)
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103
Foulk Road
Wilmington,
Delaware
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19803
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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): (302)
656-1950
c/o
Schwartz & Weiss, P.C.,
457
Madison Avenue
New
York, NY 10022
(Former
Name or Former Address, if Changed Since Last Report)
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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[_]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[_]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[_]
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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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[_]
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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
3.01. |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing |
On
November 30, 2007, Star Maritime Acquisition Corp., a Delaware corporation
(“Star Maritime”) and its wholly owned Marshall Islands subsidiary, Star Bulk
Carriers Corp. (“Star Bulk”) completed the redomiciliation merger by which Star
Maritime has merged with and into Star Bulk with Star Bulk as the surviving
entity (the “Redomiciliation Merger”). As a result of the
Redomiciliation Merger, effective as November 30, 2007, Star Maritime merged
out
of existence and will cause the listing of its common stock and warrants to
be
withdrawn from the American Stock Exchange as of the close of trading of the
effective date of the Redomiciliation Merger. Accordingly, Star
Maritime will no longer file its periodic reports with the SEC on Forms 10-K
and
Form 10-Q, or current reports on Form 8-K. Star Bulk, as the
surviving corporation, will satisfy its reporting obligations under the U.S.
Securities Exchange Act of 1934 by filing reports with the SEC on forms
available for use by foreign private issuers and it will file its future annual
reports, beginning with the report for the fiscal year ending December 31,
2007, on Form 20-F, which is available to foreign private issuers filing reports
with the SEC. Star Bulk Carriers’ common stock and warrants have been
approved for listing on the NASDAQ Global Market under the symbols “SBLK” and
“SBLKW” respectively. Trading under such symbols is expected to
commence on Monday, December 3, 2007.
On
November 30, 2007, Star Maritime issued a press release announcing that at
its
special meeting of stockholders held on November 27, 2007, its stockholders
voted to approve the acquisition by Star Maritime’s wholly-owned Marshall
Islands subsidiary, Star Bulk, of eight drybulk carriers from subsidiaries
of
TMT Co., Ltd. and the merger of Star Maritime with and into Star Bulk, with
Star
Bulk as the surviving corporation. A copy of the press release is attached
hereto as Exhibit 99.1.
Exhibit
99.1
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PRESS
RELEASE
Star
Maritime Acquisition Corp.
103
Foulk Road
Wilmington,
Delaware 19803
www.starmaritimecorp.com
FOR
IMMEDIATE RELEASE
November
27, 2007
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Investor
Relations / Financial Media:
Nicolas
Bornozis
President
Capital
Link, Inc.
230
Park Avenue, Suite 1536
New
York, NY 10169
Tel.
(212) 661-7566
E-mail:
nbornozis@capitallink.com
www.capitallink.com
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STAR
MARITIME ACQUISITION CORP. ANNOUNCES THE RESULTS OF ITS
SPECIAL
MEETING OF STOCKHOLDERS
New
York, New York, November 27, 2007—
Star Maritime Acquisition Corp.
(AMEX:SEA), a Delaware corporation (“Star
Maritime”), announced that at its special meeting of stockholders held today,
its stockholders voted to approve by an overwhelming majority the acquisition
by
Star Maritime’s wholly-owned Marshall Islands subsidiary, Star Bulk Carriers
Corp. (“Star Bulk”), of eight drybulk carriers from subsidiaries of TMT Co.,
Ltd. (the “Asset Acquisition”) and the merger of Star Maritime with and into
Star Bulk, with Star Bulk as the surviving corporation (“Redomiciliation
Merger”).
Akis
Tsirigakis, President and CEO of Star Maritime commented: “We are
pleased to announce the approval of the Asset Acquisition and the
Redomiciliation Merger by our stockholders by an overwhelming
majority. We look forward to our forthcoming merger and commencement
of operations.”
About
Star Maritime
Star
Maritime is a blank check company formed to acquire, through a merger, capital
stock exchange, asset acquisition or similar business combination, one or more
businesses in the shipping industry. In December 2005, Star Maritime
through its initial public offering raised approximately $188.7 million, which
was deposited in a trust account, and $11.3 million in a private placement
to
certain officers and directors and dedicated its time since the initial public
offering to seeking and evaluating business combination
opportunities.
Forward-Looking
Statements
The
information in this press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements include, but are not limited to,
statements regarding: (1) the delivery and operation of assets of Star Bulk;
(2)
Star Bulk’s future operating or financial results; (3) future, pending or recent
acquisitions, business strategy, areas of possible expansion, and expected
capital spending or operating expenses; (4) drybulk market trends, including
charter rates and factors affecting vessel supply and demand; and (5) other
statements identified by words such as “anticipate,” “believe,” “plan,”
“estimate,” “expect,” “intend,” “will,” “should,” “may,” or words of similar
meaning.
Such
forward looking statements are based upon various assumptions, many of which
are
based, in turn, upon further assumptions, including without limitation, Star
Maritime and Star Bulk’s examination of historical operating trends, data
contained in their records and other data available from third
parties.
Although
Star Maritime and Star Bulk believe that these assumptions were reasonable
when
made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict
and
are beyond their control, Star Maritime and Star Bulk cannot assure you that
Star Maritime or Star Bulk will achieve or accomplish these expectations,
beliefs or projections. Important factors that could cause actual results to
differ materially from those discussed in the forward-looking statements include
the failure of Star Maritime to obtain the requisite stockholder approval,
failure of a seller to deliver one or more vessels, the strength of world
economies and currencies, general market conditions, including changes in
charterhire rates and vessel values, changes in demand that may affect attitudes
of time charterers to scheduled and unscheduled drydocking, changes in Star
Bulk’s operating expenses, including bunker prices, dry-docking and insurance
costs, or actions taken by regulatory authorities, potential liability from
pending or future litigation, domestic and international political conditions,
potential disruption of shipping routes due to accidents and political events
or
acts by terrorists. Additional factors that could cause Start
Maritime’s and Star Bulk’s results to differ materially from those described in
the forward-looking statements can be found in Star Maritime’s reports (such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K) and Star Bulk’s Registration Statement Form F-1/F-4 filed with the
Securities and Exchange Commission (the “SEC”) and available at the SEC’s
Internet site (http://www.sec.gov). The information set forth herein speaks
only
as of the date hereof, and Star Maritime and Star Bulk disclaim any intention
or
obligation to update any forward looking statements as a result of developments
occurring after the date of this communication.
SIGNATURES
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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Dated:
November 30, 2007
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STAR
MARITIME ACQUISITION CORP.
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By:
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/s/ Prokopios
(Akis) Tsirigakis
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Name:
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Prokopios
(Akis) Tsirigakis
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Title:
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Chairman
and Chief Executive Officer
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SK
25767 0001
834404