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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
April 5, 2005
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GENERAL MARITIME CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
REPUBLIC OF THE MARSHALL ISLANDS
(STATE OR OTHER JURISDICTION OF INCORPORATION)
001-16531 06-159-7083
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
35 West 56th Street
New York, New York 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 763-5600
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Not Applicable
(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 (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item 1.01 Entry Into a Material Definitive Agreement
On April 5, 2005, General Maritime Corporation (the "Company") entered
into a new employment agreement with its Chairman and Chief Executive Officer,
Peter C. Georgiopoulos. The Company's agreement with Mr. Georgiopoulos is for a
term from January 1, 2005 through December 31, 2009 and provides for automatic
renewal for additional one year terms, unless he or the Company terminates the
agreement on 90 days' notice. Mr. Georgiopoulos' agreement provides for a base
salary of $675,000 per annum as well as discretionary bonuses based upon actual
performance as determined by the Board or an appropriate committee. The
agreement also calls for certain payments to be made to Mr. Georgiopoulos based
on prior compensation if Mr. Georgiopoulos is dismissed without cause or resigns
for good reason, or upon his death or disability. A copy of this agreement is
filed with this report as Exhibit 10.1.
In connection with Mr. Georgiopoulos' employment agreement, the Company
agreed to enter into a Restricted Stock Agreement, pursuant to the Company's
2001 Stock Incentive Plan, as amended and restated on December 12, 2002 with
Peter C. Georgiopoulos whereby Mr. Georgiopoulos will be granted 350,000 shares
of restricted common stock, with restrictions on all such shares to lapse on
December 31, 2014. No shares will be granted pursuant to this agreement unless
and until the applicable waiting period for acquisition of such shares under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and
regulations thereunder has expired or been terminated. Restrictions on Mr.
Georgiopoulos' stock will also lapse in full if Mr. Georgiopoulos is dismissed
without cause or resigns for good reason, or upon a change of control of the
Company and will lapse on a straight-line basis upon his death or disability. A
copy of this agreement is filed with this report as Exhibit 10.2.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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10.1 Employment Agreement dated April 5, 2005, between General Maritime
Corporation and Peter C. Georgiopoulos.
10.2 Restricted Stock Agreement dated April 6, 2005, between General
Maritime Corporation and Peter C. Georgiopoulos.
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.
GENERAL MARITIME CORPORATION
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(Registrant)
By: /s/ John C. Georgiopoulos
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Name: John C. Georgiopoulos
Title: Chief Administrative Officer
Date: April 7, 2005