-----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, UZcNd5rwSBdiPRCwKyxzUftOvBkaLQOO3iDtL+wtBjLGcWoaNG8OHmOP/5kPWShm luHQBeqfxQezjoYbwCKXXw== 0001104659-07-079795.txt : 20071105 0001104659-07-079795.hdr.sgml : 20071105 20071105165923 ACCESSION NUMBER: 0001104659-07-079795 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071105 DATE AS OF CHANGE: 20071105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Star Bulk Carriers Corp. CENTRAL INDEX KEY: 0001386716 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 333-141296 FILM NUMBER: 071214718 BUSINESS ADDRESS: STREET 1: 40 AG. KONSTANTINOU AVENUE STREET 2: AETHRION CENTER, SUITE B34, MAROUSSI 151 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: 011-30-210-638-7399 MAIL ADDRESS: STREET 1: 40 AG. KONSTANTINOU AVENUE STREET 2: AETHRION CENTER, SUITE B34, MAROUSSI 151 CITY: ATHENS STATE: J3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Star Bulk Carriers Corp. CENTRAL INDEX KEY: 0001386716 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 40 AG. KONSTANTINOU AVENUE STREET 2: AETHRION CENTER, SUITE B34, MAROUSSI 151 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: 011-30-210-638-7399 MAIL ADDRESS: STREET 1: 40 AG. KONSTANTINOU AVENUE STREET 2: AETHRION CENTER, SUITE B34, MAROUSSI 151 CITY: ATHENS STATE: J3 ZIP: 00000 425 1 a07-28483_2425.htm 425

 

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 2, 2007

 

STAR MARITIME ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

 

Delaware

001-32685

20-2873585

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(IRS employer identification no.)

 

103 Foulk Road
Wilmington, Delaware

19803

(Address of principal executive offices)

(Zip Code)

 

(Registrant’s telephone number, including area code): (302) 656-1950

 

c/o Schwartz & Weiss, P.C.,
457 Madison Avenue
New York, NY 10022

(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:

o        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                        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 2, 2007, Star Maritime Acquisition Corp. (“Star Maritime”) issued a press release with respect to the filing and mailing of the definitive proxy materials in connection with its special meeting of shareholders to be held on November 27, 2007 to approve the acquisition by Star Maritime’s wholly-owned Marshall Islands subsidiary, Star Bulk Carriers Corp. (“Star Bulk”), of eight drybulk carriers from subsidiaries of TMT Co., Ltd. and the merger of Star Maritime with and into Star Bulk, with Star Bulk as the surviving corporation.

The press release is attached hereto as Exhibit 99.1.

 

Item 9.01.  Financial Statements and Exhibits

 

(c)  Exhibits

 

99.1  Press release of Star Maritime Acquisition Corp., dated November 2, 2007.

 

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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.

 

Dated: November 5, 2007

STAR MARITIME ACQUISITION CORP.

 

 

 

By:

/s/ Prokopios (Akis) Tsirigakis

 

Name:

Prokopios (Akis) Tsirigakis

 

Title:

Chairman and Chief Executive Officer

 

 

3


EX-99.1 2 a07-28483_2ex99d1.htm EX-99.1

Exhibit 99.1

 

PRESS RELEASE

Star Maritime Acquisition Corp.
103 Foulk Road
Wilmington, Delaware 19803
www.starmaritimecorp.com


FOR IMMEDIATE RELEASE

Investor Relations / Financial Media:
Nicolas Bornozis
President
Capital Link, Inc.
230 Park Avenue, Suite 1536
New York, NY 10169
Tel. (212) 661-7566
E-mail: nbornozis@capitallink.com
www.capitallink.com

November 2, 2007

 

 

STAR MARITIME ACQUISITION CORP. ANNOUNCES THE FILING OF DEFINITIVE PROXY MATERIALS FOR SPECIAL MEETING OF STOCKHOLDERS

 

New York, New York, November 2, 2007 Star Maritime Acquisition Corp. (AMEX:SEA), Delaware corporation (“Star Maritime”), announced today the filing with the Securities and Exchange Commission of definitive proxy materials for a special meeting of stockholders to approve the acquisition by Star Maritime’s wholly-owned Marshall Islands subsidiary, Star Bulk Carriers Corp. (“Star Bulk”), of eight drybulk carriers from subsidiaries of TMT Co., Ltd. (the “Asset Acquisition”) and the merger of Star Maritime with and into Star Bulk, with Star Bulk as the surviving corporation (the “Redomiciliation Merger”).  The approval of the Asset Acquisition is conditioned upon the approval of the Redomiciliation Merger.

 

The special meeting of Star Maritime stockholders will be held at the offices of Seward & Kissel LLP, at One Battery Park Plaza, 23rd floor, in New York, New York on November 27, 2007, at 10:00 a.m.  Star Maritime’s definitive proxy statement will be mailed to stockholders of record as of the close of business on November 5, 2007.

 

About Star Maritime

Star Maritime is a blank check company formed to acquire, through a merger, capital stock exchange, asset acquisition or similar business combination, one or more businesses in the shipping industry.  In December 2005, Star Maritime through its initial public offering raised approximately $188.7 million, which was deposited in a trust account, and $11.3 million in a private placement to certain officers and directors and dedicated its time since the initial public offering to seeking and evaluating business combination opportunities.

Forward-Looking Statements

The information in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements include, but are not limited to, statements regarding: (1) the delivery and operation of assets of Star Bulk; (2) Star Bulk’s future operating or financial results; (3) future, pending or recent acquisitions, business strategy, areas of possible expansion, and expected capital spending or operating expenses; (4) drybulk market trends, including charter rates and factors affecting vessel supply and demand; and (5) other statements identified by words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” or words of similar meaning.

Such forward looking statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, Star Maritime and Star Bulk’s examination of historical operating trends, data contained in their records and other data available from third parties.

 

1



 

Although Star Maritime and Star Bulk believe 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 their control, Star Maritime and Star Bulk cannot assure you that Star Maritime or Star Bulk will achieve or accomplish these expectations, beliefs or projections. Important factors that could cause actual results to differ materially from those discussed in the forward-looking statements include the failure of Star Maritime to obtain the requisite stockholder approval, failure of a seller to deliver one or more vessels, 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 Star Bulk’s operating expenses, including bunker prices, dry-docking and insurance costs, or actions taken by regulatory authorities, potential liability from pending or future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents and political events or acts by terrorists.  Additional factors that could cause Start Maritime’s and Star Bulk’s results to differ materially from those described in the forward-looking statements can be found in Star Maritime’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) and Star Bulk’s Registration Statement Form F-1/F-4 filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet site (http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and Star Maritime and Star Bulk disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.

Important Notices

STAR MARITIME AND ITS DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF STAR MARITIME’S STOCKHOLDERS TO BE HELD TO APPROVE THE TRANSACTION DESCRIBED IN THIS PRESS RELEASE.  STOCKHOLDERS OF STAR MARITIME AND OTHER INTERESTED PERSONS ARE ADVISED TO READ STAR MARITIME’S DEFINITIVE PROXY STATEMENT BECAUSE THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION.

SUCH PERSONS ARE ALSO ADVISED TO READ STAR MARITIME’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006, FILED ON MARCH 14, 2006, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF STAR MARITIME’S OFFICERS AND DIRECTORS AND THEIR RESPECTIVE INTERESTS SHOULD THE BUSINESS COMBINATION BE CONSUMMATED.

THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF THE RECORD DATE, NOVEMBER 5, 2007.  STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO:

STAR MARITIME ACQUISITION CORP.

103 FOULK ROAD

WILMINGTON, DELAWARE 19803

ATTENTION: CORPORATE SECRETARY

 

THE DEFINITIVE PROXY STATEMENT, AND THE ANNUAL REPORT ON FORM 10-K CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE AT HTTP://WWW.SEC.GOV.

 

2



 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such jurisdiction.

 


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