SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 CAPITAL MARITIME & TRADING CORP. (Exact Name of Registrant as Specified in Its Charter) <TABLE> REPUBLIC OF THE MARSHALL ISLANDS 4412 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) </TABLE> 3, IASSONOS STREET PIRAEUS, ATHENS, 18537 GR +30 210 458 4950 (Address and telephone number of Registrant's principal executive offices) CT CORPORATION SYSTEM 111 EIGHTH AVENUE, 13TH FLOOR NEW YORK, NY 10011 212-894-8400 (Name, address and telephone number of agent for service) If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [X] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-125759 Securities to be registered pursuant to Section 12(b) of the Exchange Act: Title Of Each Class Name Of Each Exchange On Which To Be So Registered Each Class Is To Be Registered ------------------- ------------------------------ Common Stock, Par Value New York Stock Exchange $0.001 Per Share Preferred Stock Purchase Rights New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Exchange Act: None (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the Registrant's Common Stock, par value $0.001 per share, is set forth under "Description of Capital Stock" in the Registrant's Registration Statement on Form F-1 (Reg. No. 333-125759), filed with the Securities and Exchange Commission on June 13, 2005, as amended, including any form of prospectus contained therein filed pursuant to Rule 424(b) under the Securities Act of 1933 (the "Registration Statement"), which description is incorporated herein by reference. ITEM 2. EXHIBITS. The securities to be registered are to be listed on the New York Stock Exchange (the "NYSE"), on which no other securities of the Registrant are listed. Accordingly, the following exhibits are also being filed with the NYSE: 1. Registrant's Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form F-1, as amended). 2. Registrant's Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form F-1, as amended). 3. Form of Specimen Certificate for Registrant's Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form F-1, as amended). 4. Form of Stockholders' Rights Agreement (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form F-1, as amended). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. CAPITAL MARITIME & TRADING CORP. By: /s/ Evangelos M. Marinakis -------------------------- Name: Evangelos M. Marinakis Title: President and Chief Executive Officer Dated: June 24, 2005
