As filed with the Securities and Exchange Commission on April 15, 2008
Registration No. 333-128501
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIRD ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
Republic of the Marshall Islands |
| 98-0454094 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (IRS Employer Identification No.) |
Bird Acquisition Corp.
c/o Excel Maritime Carriers Ltd.
c/o 17th km National Road Athens-Lamia & Finikos Street
145-64 Nea Kifisia
Athens, Greece
(Address of principal executive office)
QUINTANA MARITIME LIMITED 2005 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Donald J. Puglisi
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
(302) 738-6680
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Bird Acquisition Corp. |
| John M. Reiss, Esq. |
(Name, Address and Telephone Number, Including Area Code)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x |
| Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
| Smaller reporting company o |
DEREGISTRATION OF UNSOLD SECURITIES
This post-effective amendment (this “Amendment”), filed by Bird Acquisition Corp. (f/k/a Quintana Maritime Limited) (the “Company”), deregisters the shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”), that had been registered under the QUINTANA MARITIME LIMITED 2005 STOCK INCENTIVE PLAN on the Company’s Registration Statement on Form S-8, as amended, Registration No. 333-128501 (the “Registration Statement”) that remain unsold as of the date of this Amendment.
On April 15, 2008, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 29, 2008, as amended, among Excel Maritime Carriers Ltd. (“Excel”), Bird Acquisition Corp. (“Merger Sub”) and the Company, Merger Sub merged with and into the Company (the “Merger”), with the Company being the surviving entity and becoming a wholly-owned subsidiary of Excel. Pursuant to the terms of the Merger Agreement, the Company changed its name from Quintana Maritime Limited to Bird Acquisition Corp. at the effective time of the Merger. As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements on file with the Securities and Exchange Commission, including the Registration Statement. In accordance with an undertaking made by the Company in its Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Common Stock which remain unsold at the termination of the offering, the Company hereby removes from registration the shares of its Common Stock under the Registration Statement which remained unsold as of the date of this Amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Athens, the Republic of Greece, on April 15, 2008.
| BIRD ACQUISITION CORP. | |
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| By: |
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| /s/ Gabriel Panayotides |
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| Gabriel Panayotides |
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| President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
/s/ Gabriel Panayotides |
| President (principal executive officer) and Director |
| April 15, 2008 |
Gabriel Panayotides |
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| Secretary and Director |
| April 15, 2008 |
/s/ Ismini Panayotides |
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Ismini Panayotides |
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| Treasurer (principal financial and accounting officer) |
| April 15, 2008 |
/s/ Eleftherios Papatrifon |
| and Director |
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Eleftherios Papatrifon |
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AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of the Company, has signed this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 on April 15, 2008.
| By: |
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| /s/ Donald J. Puglisi |
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| Donald J. Puglisi |
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| Authorized Representative in the United States |
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