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): January 23, 2017 (January 20, 2017)
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Eagle Bulk Shipping Inc. | ||
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(Exact name of registrant as specified in its charter)
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Republic of the Marshall Islands |
001-33831 |
98-0453513 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS employer identification no.) |
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300 First Stamford Place 5th Floor Stamford, CT 06902 (Address of principal executive offices, including zip code) | ||
(Registrant's telephone number, including area code): (203) 276-8100
(Former Name or Former Address, if Changed Since Last Report): None
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 20, 2017, Eagle Bulk Shipping Inc., a Republic of the Marshall Islands corporation (the “Company”), held a Special Meeting of Shareholders (the “Special Meeting”). There were a total of 48,106,827 shares of the Company’s Common Stock, par value US$0.01 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 33,316,070 shares of Common Stock, constituting a majority of the Company’s outstanding shares of Common Stock entitled to vote at the Special Meeting, were represented at the Special Meeting either in person or by proxy. At the Special Meeting, the Company’s shareholders voted on the following matters and cast their votes as described below.
1. To approve, for purposes of complying with The NASDAQ Stock Market LLC (“NASDAQ”) Listing Rule 5635(d), the issuance of shares of Common Stock, in connection with the entry into the Common Stock Purchase Agreement (the “Common Stock Purchase Agreement”), dated as of December 13, 2016, by and among the Company and the purchasers party thereto, in an amount equal to 20% or more of the Common Stock outstanding before the issuance of such shares (“Proposal No. 1”).
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Votes For |
Votes against |
Abstentions |
Broker Non-Votes |
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32,764,667 |
253,416 |
297,987 |
-- |
2. To approve, for purposes of complying with NASDAQ Listing Rule 5635(c), the issuance of shares of Common Stock, in connection with the entry into the Common Stock Purchase Agreement, to certain directors, officers and employees of the Company (“Proposal No. 2”).
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Votes For |
Votes against |
Abstentions |
Broker Non-Votes |
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32,760,163 |
257,418 |
298,489 |
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3. To approve one or more adjournments to the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting cast in favor of Proposal No. 1 or Proposal No. 2.
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Votes For |
Votes against |
Abstentions |
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33,030,418 |
256,902 |
28,750 |
Item 7.01. Regulation FD.
On January 23, 2017, the Company issued a press release announcing the closing of the Company’s previously disclosed private placement of Common Stock for aggregate gross proceeds of $100.0 million (the “Private Placement”). The Private Placement was made pursuant to the Common Stock Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. By filing this Current Report on Form 8-K and furnishing this information, the Company makes no statement or admission as to the materiality of any information in this Item 7.01 or the exhibit attached hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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99.1 |
Press release, issued by Eagle Bulk Shipping Inc., dated January 23, 2017. |
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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EAGLE BULK SHIPPING INC. | |
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(registrant) | |
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Dated: January 23, 2017 |
By: |
/s/ Frank De Costanzo |
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Name: |
Frank De Costanzo |
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Title: |
Chief Financial Officer |
EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1 |
Press release, issued by Eagle Bulk Shipping Inc., dated January 23, 2017. |
Exhibit 99.1
Eagle Bulk Shipping Inc. Announces Closing of $100 Million Private Placement of Common Stock
STAMFORD, Conn., January 23, 2017 -- Eagle Bulk Shipping Inc. (Nasdaq: EGLE) (the "Company") today announced that it has closed its previously announced private placement of its common stock for aggregate gross proceeds of $100 million. The private placement included the issuance of approximately 22.2 million shares of the Company's common stock at a purchase price of $4.50 per share. The Company intends to use the proceeds of the private placement for the acquisition of dry bulk vessels and general corporate purposes.
The securities offered and sold in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein.
About Eagle Bulk Shipping
Eagle Bulk Shipping Inc. is a Marshall Islands corporation headquartered in Stamford, Connecticut. We own one of the largest fleets of Supramax dry bulk vessels in the world. Supramax dry bulk are vessels which are constructed with on-board cranes, ranging in size from approximately 50,000 to 65,000 dwt and are considered a sub-category of the Handymax segment, typically defined as 40,000-65,000 dwt. We transport a broad range of major and minor bulk cargoes, including but not limited to coal, grain, ore, pet coke, cement and fertilizer, along worldwide shipping routes.
Company Contact
Frank De Costanzo
Chief Financial Officer
Eagle Bulk Shipping Inc.
Tel. +1 203-276-8100
Media and Investor Contact
Jonathan Morgan or Alex Hinson
Perry Street Communications
212-741-0014
eagle@perryst.com