SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PARAGON SHIPPING INC.
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(Exact name of Issuer as specified in its chapter)
Republic of the Marshall Islands n/a
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(State of incorporation (IRS Employer
or organization) Identification No.)
15 Karamanli Ave.
166 73 Voula,
Greece
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(Address of principal (Zip Code)
executive offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective upon filing
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), check the following box. |_|
Securities to be registered pursuant to Section 12(b) of the Act:
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Exhibits 3.1, 3.2 and 4.1 of the registrant's registration statement on Form
F-1, filed on July 19, 2007 (file No. 333-144687) are incorporated herein by
reference.
Item 1. Description of Registrants Securities to be Registered
1. Paragon Shipping Inc. (the "Company") has entered into a
stockholder rights agreement and declared a dividend of one preferred
share purchase right, or a Right, to purchase one one-thousandth of
the Company's Series A Participating Preferred Stock for each
outstanding share of the Company's common stock, par value $0.001 per
share ("Common Shares"). The dividend is payable on February 1, 2008
to our stockholders of record on that date. Each Right entitles the
registered holder, upon the occurrence of certain events, to purchase
from the Company one one-thousandth of a share of Series A
Participating Preferred Stock at an exercise price of $75, subject to
adjustment.
The following summary of the principal terms of the stockholder rights
agreement is a general description only, and is subject to the
specific terms and conditions set forth in the Stockholder Rights
Agreement between the Company and Computershare Trust Company, N.A.,
as Rights Agent, attached as Exhibit 4.1 to this Registration
Statement and incorporated herein by reference.
Rights Evidenced by Common Share Certificates
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The Rights will not be exercisable until the Distribution Date
(defined below). We will not send Certificates for the Rights ("Rights
Certificates") to stockholders and the Rights will attach to and trade
only together with the Common Shares. Common Share certificates
outstanding on the Record Date will evidence the Rights related
thereto, and Common Share certificates issued after the Record Date
will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), the surrender or transfer of
any certificates for Common Shares, outstanding as of the Record Date,
even without notation or a copy of the Summary of Rights being
attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.
Distribution Date
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The Rights will be separate from the Common Shares, Rights
Certificates will be issued and the Rights will become exercisable
upon the earlier of (a) the tenth day (or such later date as may be
determined by the Company's Board of Directors) after a person or
group of affiliated or associated persons ("Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of
15% or more of the Common Shares then outstanding, or (b) the tenth
business day (or such later date as may be determined by the Company's
Board of Directors) after a person or group announces a tender or
exchange offer, the consummation of which would result in ownership by
a person or group of 15% or more of the Company's then outstanding
Common Shares. The earlier of these dates is referred to as the
"Distribution Date." Persons who are beneficial owners of 15% or more
of the Common Shares outstanding on the effective date of the rights
agreement are excluded from the definition of "Acquiring Person" until
such time as they acquire additional shares of stock in an amount
equal to 5% of the Common Shares, and therefore until such time, these
stockholders will not be deemed to be Acquiring Persons.
Issuance of Rights Certificates; Expiration of Rights
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As soon as practicable following the Distribution Date, a Rights
Certificate will be mailed to holders of record of the Common Shares
as of the close of business on the Distribution Date and such separate
Rights Certificate alone will evidence the Rights from and after the
Distribution Date. The Rights will expire on the earliest of (i)
February 1, 2018, (the "Final Expiration Date"), or (ii) redemption or
exchange of the Rights as described below.
Initial Exercise of the Rights
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Following the Distribution Date, and until one of the further events
described below, holders of the Rights will be entitled to receive,
upon exercise and the payment of the Purchase Price, one
one-thousandth of a share of the Series A Participating Preferred
Stock. In the event that the Company does not have sufficient Series A
Participating Preferred Stock available for all Rights to be
exercised, or the board of directors decides that such action is
necessary and not contrary to the interests of Rights holders, the
Company may instead substitute cash, assets or other securities for
the Series A Participating Preferred Stock for which the Rights would
have been exercisable under this provision or as described below.
Right to Buy Company Common Shares
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Unless the Rights are earlier redeemed, in the event that an Acquiring
Person obtains 15% or more of the Company's then outstanding Common
Shares, then each holder of a Right which has not theretofore been
exercised (other than Rights beneficially owned by the Acquiring
Person, which will thereafter be void) will thereafter have the right
to receive, upon exercise, Common Shares having a value equal to two
times the Purchase Price. Rights are not exercisable following the
occurrence of an event as described above until such time as the
Rights are no longer redeemable by the Company as set forth below.
Right to Buy Acquiring Company Shares
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Similarly, unless the Rights are earlier redeemed, in the event that,
after an Acquiring Person obtains 15% or more of the Company's then
outstanding Common Shares, (i) the Company is acquired in a merger or
other business combination transaction, or (ii) 50% or more of the
Company's consolidated assets or earning power are sold, proper
provision must be made so that each holder of a Right which has not
theretofore been exercised (other than Rights beneficially owned by
the Acquiring Person, which will thereafter be void) will thereafter
have the right to receive, upon exercise, shares of common stock of
the acquiring company having a value equal to two times the Purchase
Price.
Exchange Provision
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At any time after an Acquiring Person obtains 15% or more of the
Company's then outstanding Common Shares and prior to the acquisition
by such Acquiring Person of 50% or more of the Company's outstanding
Common Shares, the board of directors of the Company may exchange the
Rights (other than Rights beneficially owned by the Acquiring Person,
which shall be void), in whole or in part, at an exchange ratio of one
Common Share per Right.
Redemption
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At any time on or prior to the close of business on the earlier of (i)
the tenth day following the public announcement that an Acquiring
Person has attained 15% or more of the Company's then outstanding
Common Shares (or such later date as may be determined by action of
the Company's Board of Directors and publicly announced by the
Company), or (ii) the Final Expiration Date, the Company may redeem
the Rights in whole, but not in part, at a price of $0.001 per Right.
Adjustments to Prevent Dilution
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The Purchase Price payable, the number of Rights, and the number of
Series A Participating Preferred Stock shares or Common Shares or
other securities or property issuable upon exercise of the Rights are
subject to adjustment from time to time in connection with the
dilutive issuances by the Company as set forth in the Rights
Agreement. With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.
Cash Paid Instead of Issuing Fractional Shares
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No fractional Common Shares will be issued upon exercise of a Right
and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Common Shares on the last trading date prior to
the date of exercise.
No Shareholders' Rights Prior to Exercise
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights
resulting from such holder's ownership of Common Shares), including,
without limitation, the right to vote or to receive dividends.
Amendment of Rights Agreement
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The terms of the Rights and the Rights Agreement may be amended in any
respect without the consent of the Rights holders on or prior to the
Distribution Date; thereafter, the terms of the Rights and the Rights
Agreement may be amended without the consent of the Rights holders in
order to cure any ambiguities or to make changes which do not
adversely affect the interests of Rights holders (other than the
Acquiring Person).
Rights and Preferences of the Series A Participating Preferred Stock
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Each one one-thousandth of a share of Series A Participating Preferred
Stock has rights and preferences substantially equivalent to those of
one Common Share.
Certain Anti-Takeover Effects
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The Rights approved by the board of directors are designed to protect
and maximize the value of the Company's securities in the event of an
unsolicited attempt by an acquirer to take over the Company in a
manner or on terms not approved by the board of directors. Takeover
attempts may include coercive tactics, which deprive the Company's
board of directors and its shareholders of a meaningful chance to
determine the Company's future. The Rights have been declared by the
board of directors in order to deter such tactics, as they unfairly
pressure shareholders and may deprive them of the full value of their
shares.
The Rights will not prevent a takeover of the Company. Subject to the
restrictions described above, the Rights may be redeemed by the
Company at $0.001 per Right at any time prior to the Distribution
Date, and therefore, should not interfere with any merger or business
combination approved by the board of directors.
Item 2. Exhibits Description
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4.1 Stockholder Rights Agreement dated as
of January 4, 2008, between Paragon
Shipping Inc. and Computershare Trust
Company, N.A., as Rights Agent, which
includes as Exhibit A the Form of
Certificate of Designation of Series A
Participating Preferred Stock, as
Exhibit B the Form of Rights Certificate
and as Exhibit C the Summary of Rights
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: January 4, 2008 PARAGON SHIPPING INC.
By: /s/ Michael Bodouroglou
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Name: Michael Bodouroglou
Title: Chief Executive Officer
SK 25744 0001 843094