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 21, 2013

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

On June 21, 2013, Horizon Lines, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the 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 17, 2013 seeking stockholder approval to amend the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 100,000,000 shares to 150,000,000 shares. The Company’s proposal was approved by the stockholders at the Company’s 2013 Annual Meeting of Stockholders held on June 6, 2013.

The description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment as filed with the Secretary of State of the State of Delaware, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Amendment of Restated Certificate of Incorporation of Horizon Lines, Inc. filed with the Secretary of State of the State of Delaware on June 21, 2013.

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 21, 2013	By:	/s/ Michael T. Avara
		Michael T. Avara
		Executive Vice President and Chief Financial Officer

Exhibit Index

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Amendment of Restated Certificate of Incorporation of Horizon Lines, Inc. filed with the Secretary of State of the State of Delaware on June 21, 2013.

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

HORIZON LINES, INC.

Horizon Lines, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Code”) does hereby certify as follows:

FIRST: That the present name of the Corporation is “Horizon Lines, Inc.” The date of filing of the original Certificate of Incorporation with the Secretary of State of the State of Delaware was May 12, 2004. The date of filing of the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware was December 7, 2011.

SECOND: The Board of Directors of the Corporation (the “Board of Directors”), at a special meeting of the Board of Directors in accordance with Section 242 of the Code, duly and unanimously RESOLVED, that the Restated Certificate of Incorporation of the Corporation be amended by deleting the first sentence of Section 1 of Article IV in its entirety and replacing said sentence with the following text:

The amount of the total authorized capital stock of the Corporation shall be 180,500,000 shares, comprised of: (i) 30,500,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”) shall be available for designation in one or more series pursuant to Section 2(a) of this Article IV; and (ii) 150,000,000 shares of Common Stock, par value $.01 per share.

THIRD: That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the Code at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

FOURTH: That said amendment was duly adopted in accordance with the provisions of Section 242 of the Code.

IN WITNESS WHEREOF, the undersigned on behalf of the Corporation for the purpose of amending the Restated Certificate of Incorporation of the Corporation pursuant to the Code, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Amendment of Restated Certificate of Incorporation this 21^st day of June, 2013.

HORIZON LINES, INC.
By:	/s/ Michael T. Avara
Name:	Michael T. Avara
Title:	Executive Vice President and Chief Financial Officer