-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ia9xRVHOf/tlDLKrX9C63c68wAkv2mYi0L0REwVQtsnJOmm1aKKQJ9oRgB0IKfFo Do4QQkEN8/KmDJji0YHtYw== 0000919574-06-002837.txt : 20060629 0000919574-06-002837.hdr.sgml : 20060629 20060629171507 ACCESSION NUMBER: 0000919574-06-002837 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060628 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eagle Bulk Shipping Inc. CENTRAL INDEX KEY: 0001322439 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 980450435 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51366 FILM NUMBER: 06934777 BUSINESS ADDRESS: STREET 1: 477 MADISON AVENUE STREET 2: SUITE 1405 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-785-2500 MAIL ADDRESS: STREET 1: 477 MADISON AVENUE STREET 2: SUITE 1405 CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 d682653_8-k.txt 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 28, 2006 EAGLE BULK SHIPPING INC. (Exact name of each Registrant as specified in its Charter) Marshall Islands 000-51366 98-0453513 (State or other jurisdiction of (Commission File Number) (IRS employer incorporation or organization) identification no.) 477 Madison Avenue 10022 New York, New York (Zip Code) (Address of principal executive offices) (Registrant's telephone number, including area code): (212) 785-2500 (Former name or former address, if changed since last report.) Not Applicable 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): [_] 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 3.02. Unregistered Sales of Equity Securities On June 28, 2006, Eagle Bulk Shipping Inc. (the "Company") issued an aggregate of 2,750,000 shares of its common stock, par value $0.01 (the "Common Shares"), to certain institutional investors pursuant to a securities purchase agreement dated June 22, 2006 (the "Agreement"), for an aggregate purchase price of $33 million, or $12.00 per Common Share. The Common Shares were sold pursuant to an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. Item 7.01. Regulation FD In connection with the issuance described in Item 3.02 above, the Company issued a press release on June 29, 2006, a copy of which is attached as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits 99.1 Press Release of Eagle Bulk Shipping Inc. dated June 29, 2006 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 thereunto duly authorized. June 29, 2006 EAGLE BULK SHIPPING INC. By: /s/ Sophocles N. Zoullas ---------------------------------- Sophocles N. Zoullas Chief Executive Officer and President SK 25083 0001 682653 EX-99.1 2 d682653_ex99-1.txt Exhibit 99.1 Eagle Bulk Shipping, Inc. Announces Closing of Previously Announced Private Placement New York, New York, June 29, 2006 - Eagle Bulk Shipping Inc. (Nasdaq: EGLE) today announced that it has closed the issuance of an aggregate of 2,750,000 shares of its common stock, par value $0.01 (the "Common Shares"), to certain institutional investors. The issuance, which was previously announced, is pursuant to a securities purchase agreement dated June 22, 2006, for an aggregate purchase price of $33 million, or $12.00 per Common Share. The Common Shares were sold pursuant to an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. About Eagle Bulk Shipping Inc. Eagle Bulk Shipping Inc. is a Marshall Islands corporation headquartered in New York City. We are the largest U.S. based owner of Supramax dry bulk vessels, which are dry bulk vessels that range in size from 35,000 to 60,000 deadweight tons, or dwt, and transport a broad range of major and minor bulk cargoes, including iron ore, coal, grain, cement and fertilizer, along worldwide shipping routes. Our strategy is to charter our modern fleet primarily pursuant to one- to three-year time charters to allow us to take advantage of the stable cash flow and high utilization rates that are associated with medium- to long-term time charters. Forward-Looking Statements Matters discussed in this release may constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although Eagle Bulk Shipping Inc. believes 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 our control, Eagle Bulk Shipping Inc. cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include 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 our vessel operating expenses, including dry-docking and insurance costs, or actions taken by regulatory authorities, ability of our counterparties to perform their obligations under sales agreements and charter contracts on a timely basis, potential liability from future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents and political events or acts by terrorists. Risks and uncertainties are further described in reports filed by Eagle Bulk Shipping Inc. with the US Securities and Exchange Commission. The Company's website is at http://www.eagleships.com CONTACT: Investors: Eagle Bulk Shipping Inc. Alan Ginsberg +1 212-785-2500 Mandelbaum & Morgan Investor Relations/Media Jon Morgan +1 212-741-0014 -----END PRIVACY-ENHANCED MESSAGE-----