FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2017
Commission File Number: 001-35025
DIANA CONTAINERSHIPS INC.
(Translation of registrant's name into English)
(Translation of registrant's name into English)
Pendelis 18, 175 64 Palaio Faliro, Athens, Greece
(Address of principal executive office)
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ].
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ].
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
The previously announced one-for-six reverse stock split (the "Reverse Stock Split") of the common shares, par value $0.01 per share, of Diana Containerships Inc. (the "Company") took effect as of July 27, 2017. The Company's common stock began trading on a split-adjusted basis on The Nasdaq Global Select Market as of the opening of trading on July 27, 2017 under the existing trading symbol "DCIX." The new CUSIP number for the Company's common stock following the Reverse Stock Split is Y2069P309.
Attached to this Report on Form 6-K as Exhibit 3.1 is a copy of the Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, filed with the Registrar of Corporations of the Republic of the Marshall Islands on July 26, 2017, to effect the Reverse Stock Split.
Attached to this Report on Form 6-K as Exhibit 4.1 is a copy of the new form of share certificate for the Company's common stock following the Reverse Stock Split.
The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company's registration statement on Form F-3 (File no. 333-197740), filed with the U.S. Securities and Exchange Commission (the "SEC") with an effective date of August 13, 2014, the Company's registration statement on Form F-3 (File no. 333-215748), as amended and filed with the SEC with an effective date of March 7, 2017, and the Company's registration statement on Form F-3 (File No. 333-216944), filed with the SEC with an effective date of May 11, 2017.
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.
DIANA CONTAINERSHIPS INC.
(registrant)
| Dated: July 28, 2017 | By: | /s/ Anastasios Margaronis |
| Anastasios Margaronis | ||
| President |
Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
DIANA CONTAINERSHIPS INC.
PURSUANT TO SECTION 90 OF
THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT
The undersigned, Symeon Palios, as the Chief Executive Officer of Diana Containerships Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Corporation"), for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certifies that:
| 1. | The name of the Corporation is: Diana Containerships Inc. |
| 2. | The Articles of Incorporation were filed with the Registrar of Corporations on the 7th day of January, 2010. |
| 3. | The Articles of Incorporation were amended and restated in their entirety and filed with the Registrar of Corporations on the 19th day of February, 2010; were further amended and restated in their entirety and filed with the Registrar of Corporations on the 5th day of March, 2010; and were further amended and restated in their entirety and filed with the Registrar of Corporations on the 5th day of April, 2010 (the "Amended and Restated Articles of Incorporation"). |
| 4. | The Statement of Designations of rights, preferences and privileges of the Corporation's Series A Participating Preferred Stock was filed with the Registrar of Corporations on the 2nd day of August, 2010. |
| 5. | Articles of Amendment were filed with the Registrar of Corporations on the 8th day of June, 2016. |
| 6. | The Statement of Designations of rights, preferences and privileges of the Corporation's Series B-1 Convertible Preferred Stock was filed with the Registrar of Corporations on the 21st day of March, 2017. |
| 7. | The Statement of Designations of rights, preferences and privileges of the Corporation's Series B-2 Convertible Preferred Stock was filed with the Registrar of Corporations on the 21st day of March, 2017. |
| 8. | The Statement of Designations of rights, preferences and privileges of the Corporation's Series C Preferred Stock was filed with the Registrar of Corporations on the 30th day of May, 2017. |
| 9. | Articles of Amendment were filed with the Registrar of Corporations on the 3rd day of July, 2017. |
| 10. | Section D of the Amended and Restated Articles of Incorporation is hereby amended by adding the following paragraph to the end of such Section: |
"Effective with the commencement of business on July 27, 2017, the Corporation shall effect a one-for-six reverse stock split as to its issued shares of common stock, par value $0.01 per share. No fractional shares shall be issued and, in lieu thereof, holders of the Corporation's common stock shall receive a cash payment. As a result of the reverse stock split, the number of issued shares of the Corporation's common stock shall decrease from 6,095,581 shares to approximately 1,015,930 shares, which may be further adjusted for the cancellation of fractional shares. The reverse stock split shall not change the number of registered shares of common stock the Corporation is authorized to issue or the par value of the common stock. The stated capital of the Corporation shall be reduced from $60,955.81 to $10,159.30, which may be further adjusted for the cancellation of fractional shares, and the amount of $50,796.51, which may be further adjusted for the cancellation of fractional shares, is allocated to surplus."
| 11. | All of the other provisions of the Amended and Restated Articles of Incorporation shall remain unchanged. |
| 12. | This amendment to the Amended and Restated Articles of Incorporation was approved by the affirmative vote of a majority of the voting power of all outstanding shares of the Corporation with a right to vote thereon at the Annual Meeting of Shareholders of the Corporation held on June 29, 2017, and by the Corporation's Board of Directors on July 25, 2017. |
[REMAINDER OF PAGE LEFT BLANK]
IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Amended and Restated Articles of Incorporation on this 26th day of July, 2017.
| /s/ Symeon Palios | ||
| Name: Symeon Palios | ||
| Title: Chief Executive Officer | ||
Exhibit 4.1
