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): November 15, 2006

HORIZON LINES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-32627	74-3123672
(State or Other Jurisdiction of Organization)	(Commission File Number)	(I.R.S. Employer 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 8.01. OTHER EVENTS

On November 15, 2006, Horizon Lines, Inc. (the “Company”) issued a press release announcing the filing and effectiveness of an automatic shelf registration statement on Form S-3 and the pricing of a related secondary offering. A copy of this press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

SAFE HARBOR STATEMENT

The information contained in this Current Report on Form 8-K (including the exhibits hereto) should be read in conjunction with our filings made with the Securities and Exchange Commission. This Current Report on Form 8-K (including the exhibits hereto) contains “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “projects,” “likely,” “will,” “would,” “could” and similar expressions or phrases identify forward-looking statements.

All forward-looking statements involve risk and uncertainties. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.

Factors that may cause actual results to differ from expected results include: our substantial debt; restrictive covenants under our debt agreements; decreases in shipping volumes; our failure to renew our commercial agreements with Maersk; raising fuel prices; labor interruptions or strikes; job related claims, liability under multi-employer pension plans; compliance with safety and environmental protection and other governmental requirements; new statutory and regulatory directives in the United States addressing homeland security concerns; the successful start-up of any Jones-Act competitor; delayed delivery or non-delivery of one or more of our new vessels; increased inspection procedures and tight import and export controls; restrictions on foreign ownership of our vessels; repeal or substantial amendment of the Jones Act; escalation of insurance costs, catastrophic losses and other liabilities; the arrest of our vessels by maritime claimants; severe weather and natural disasters; our inability to exercise our purchase options for our chartered vessels; the aging of our vessels; unexpected substantial drydocking costs for our vessels; the loss of our key management personnel; actions by our stockholders; changes in tax laws or in their interpretation or application, adverse tax audits and other tax matters; and legal or other proceedings to which we are or may become subject.

In light of these risks and uncertainties, expected results or other anticipated events or circumstances discussed in this Current Report on Form 8-K (including the exhibits hereto) might not occur. We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description
99.1*	Press release dated November 15, 2006.

* Filed herewith.

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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: November 15, 2006	By:	/s/ M. Mark Urbania
		M. Mark Urbania
		Senior Vice President, Chief Financial Officer and Assistant Secretary

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EX-99.1

Exhibit 99.1

“Horizon Lines, Inc. Files Automatic Shelf Registration Statement; Secondary Offering Priced ”

Charlotte, North Carolina, November 15, 2006 — Horizon Lines, Inc. (NYSE: HRZ) announced today that it has filed with the Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3. The shelf registration statement, which became effective upon filing with the SEC, registers for resale (and other dispositions) 2,678,894 outstanding shares of the Company’s common stock. All of these shares are held by Castle Harlan Partners IV, L.P. and its co-investor Stockwell Fund, L.P. and their respective affiliates and associates (the “existing selling stockholders”). Only the existing selling stockholders (and any other selling stockholders hereafter named in the shelf registration statement or a prospectus supplement) may use the related prospectus or prospectus supplement thereto to resell (and otherwise dispose of) their shares. The Company will not receive any proceeds from any resales or other dispositions under the shelf registration statement.

In addition, the Company was informed that the existing selling stockholders had priced today a registered public secondary offering of 2,355,083 shares of the Company’s common stock pursuant to the shelf registration statement. The offering is being made through J.P. Morgan Securities Inc., as underwriter. The offering is being made only by means of a related prospectus and prospectus supplement, copies of which may be obtained from the prospectus department of J.P. Morgan Securities Inc. at 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245.

Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the underwriters in the Company’s September 2006 secondary public offering, have granted certain waivers with respect to the existing 75-day lock-up agreements signed in connection with that offering, which are scheduled to expire on November 25, 2006. They have waived the provisions of the existing lock-up agreements with respect to resales (and other dispositions) of the shares subject to the shelf registration statement. In addition, they have waived the provisions of the existing lockup agreements signed by the executive officers of the Company with respect to any securities of the Company. As of the date hereof, such officers hold 2,762,689 outstanding shares in the aggregate of the Company’s common stock and vested options exercisable for 42,875 shares in the aggregate of the Company’s common stock.

In addition, five executive officers of the Company have entered into new lock-up agreements with J.P. Morgan Securities Inc., as underwriter of the offering priced today, pursuant to which they have agreed, subject to certain exceptions (including the permitted sale or other disposition of up to 500,000 shares in the aggregate), not to sell, assign or transfer securities of the Company until January 14, 2007. As of the date hereof, such officers hold 2,410,415 outstanding shares in the aggregate of the Company’s common stock and vested options exercisable for 35,000 shares in the aggregate of the Company’s common stock.

An automatic shelf registration statement relating to the 2,678,894 outstanding shares of the Company’s common stock referred to above has been filed with the Securities and Exchange Commission and became effective upon such filing. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of

these shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Horizon Lines, Inc. is the nation’s leading Jones Act container shipping and integrated logistics company. It accounts for approximately 36% of total U.S. marine container shipments from the continental U.S. to the three non-contiguous Jones Act markets, Alaska, Hawaii and Puerto Rico, and to Guam. Horizon Lines is publicly traded on the New York Stock Exchange under the ticker symbol HRZ.

Media Contact: Michael Avara, Horizon Lines, Inc., 704-973-7000, mavara@horizonlines.com