8-K

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): June 5, 2007

HORIZON LINES, INC.

(Exact name of registrant as specified in its Charter)

Delaware	001-3267	74-3123672
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Organization)		Identification No.)

4064 Colony Road, Suite 200
Charlotte, North Carolina 28211
(Address of Principal Executive Offices, including Zip Code)

(704) 973-7000
(Registrant’s telephone number, including area code)

N/A
(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:

¨ 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))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2007, Thomas M. Hickey resigned as a director of Horizon Lines, Inc. (the “Company”). Mr. Hickey did not resign because of any disagreement with the Company on any matter relating to their operations, policies or practices.

On the same day, the Board of Directors of the Company appointed Alex Mandl as a Class I director of the Company and Thomas P. Storrs as a Class IIII director. The Board of Directors appointed both Mr. Mandl and Mr. Storrs to the audit committee of the Board of Directors of the Company. The Company issued a press release announcing the appointment of Mr. Mandl and Mr. Storrs as directors of the Company, and the press release is attached hereto as Exhibit 99.1 and incorporated by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 5, 2007, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware. The Certificate of Amendment became effective upon filing. The Company included a proposal in the Company’s definitive Proxy Statement dated April 23, 2007 seeking stockholder approval to amend the Company’s Amended and Restated Certificate of Incorporation to increase the maximum number of directors from eleven to thirteen. The Company’s proposal was approved by the stockholders at the Company’s 2007 Annual Meeting of Stockholders held on June 5, 2007.

A copy of the Certificate of Amendment as filed with the Secretary of State of Delaware is filed as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

     (d)     Exhibits

Exhibit No.	Description
3.1*	Certificate of Amendment, dated June 5, 2007 to Horizon Lines, Inc.’s Amended and Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on June 5, 2007.
99.1*	Press release dated June 5, 2007.

* Filed herewith

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.

	HORIZON LINES, INC. (Registrant)
Date: June 5, 2007	By:	/s/ M. Mark Urbania
		M. Mark Urbania Senior Vice President, Chief Financial Officer and Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
3.1*	Certificate of Amendment, dated June 5, 2007 to Horizon Lines, Inc.’s Amended and Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on June 5, 2007.
99.1*	Press release dated June 5, 2007.

* Filed herewith

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
HORIZON LINES, INC.

     Horizon Lines, Inc., a Delaware corporation (the “ Corporation ”), does hereby certify as follows:

     1. The Corporation’s Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 12, 2004 and the Amended and Restated Certificate of Incorporation (the “ Amended and Restated Certificate ”) was filed with the Secretary of State of the State of Delaware on September 21, 2005.

     2. Article VI, Section 1 of the Amended and Restated Certificate, as heretofore amended, amended and restated or otherwise modified, is hereby further amended by deleting said Article and Section in its entirety and replacing said Article and Section with the following text:

     1. Size of the Board . The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, consisting of not less than three or more than thirteen directors, the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the Board of Directors, except as provided for in Section 5(b) of this Article VI.

     3. The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed as of this 5th day of June, 2007, by its Chairman, President and Chief Executive Officer, who hereby affirms and acknowledges, under penalty of perjury, that this Certificate of Amendment is the act and deed of the Corporation, and that the facts stated herein are true.

Chairman, President and Chief Executive Officer:

/s/ Charles G. Raymond

Charles G. Raymond

EX-99.1

Exhibit 99.1

PRESS RELEASE

Horizon Lines, Inc. Announces Results of Board Meeting on June 5, 2007

CHARLOTTE, NC (June 5, 2007) On June 5, 2007 the Horizon Lines, Inc. Board of Directors met immediately after conclusion of the company’s annual meeting of shareholders. The Board reappointed the company’s Executive Officers, including Charles G. “Chuck” Raymond as Chairman, President and CEO.

The Board also filled two vacancies, selecting Alex Mandl and Thomas P. Storrs to serve as Class I and Class III directors respectively. Both were declared “Independent” directors by the Board and both were assigned to serve on the company’s Audit Committee.

Mr. Mandl is currently Executive Chairman of the Board of Gemalto, and was formerly President and CEO of Gemplus International, now merged into Gemalto. Mr. Mandl has held several senior executive positions including CEO of Teligent and Sea-Land Service, Inc., the domestic and international predecessor of Horizon Lines and President and COO of AT&T.

Mr. Storrs is currently Senior Executive Director, Corporate Planning and Control and a Director of Takata Corporation Tokyo, Japan. Mr. Storrs has held numerous senior management positions with Takata and affiliated companies since Takata acquired Burlington Industries in 1988 when Mr. Storrs was its Vice President Operations and Controller including President and COO of TK Holdings Inc. and Inflation Systems Inc. Takata Corporation is a major publicly-held (Tokyo Stock Exchange) manufacturer of automotive parts and equipment with over 35,000 employees.

Chuck Raymond stated,
“Alex Mandl possesses a wealth of knowledge of the transportation field and is respected worldwide for his leadership at Sea-Land in the late eighties. He has an incredible depth of knowledge of technology and its applications. Alex will be a valuable guide to help Horizon Lines continue to excel in areas of logistics technology.”

“Tom Storrs brings a strong, contemporary business strategy focus to our Board at a time when the company’s balance sheet is healthy and able to support related industry growth”

“On behalf of the Board and the corporation and its shareholders we are delighted and honored to welcome Mr. Mandl and Mr. Storrs to our board of directors and look forward to their making substantial contributions to the continued success of our organization” said Raymond.

About Horizon Lines
Horizon Lines, Inc. is the nation’s leading Jones Act container shipping and integrated logistics company with a fleet of 21 U.S.–flag vessels and service routes linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. A fully integrated service provider of ocean transportation, trucking, terminal and warehousing operations; Horizon Lines also owns Horizon Services Group, an organization with a diversified offering of transportation management systems and customized software research and development being marketed to shippers, carriers, and other supply chain participants. Horizon Lines, Inc. trades on the New York Stock Exchange under the ticker symbol HRZ.

Media Contact:
Michael Avara, Investor Relations
1-704-973-7000 or mavara@horizonlines.com