SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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
DRYSHIPS
INC. |
(Exact
name of Issuer as specified in its chapter)
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Republic
of the Marshall Islands
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n/a
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(State
of incorporation or organization)
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(IRS
Employer Identification No.)
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Dryships
Inc.
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80
Kifissias Avenue
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Marousi
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Athens
- 15125
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Greece
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(Address
of principal executive
offices)
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(Zip
Code)
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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. o
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:
Exhibits
3.1, 3.2 and 4.2 are filed herewith. Exhibit 4.1, originally filed as
Exhibit 4 to the second amendment to registrant’s registration statement on Form
F-1/A, filed on January 31, 2005 (File No. 333-122008), is incorporated herein
by reference.
Item
1. Description of
Registrants
Securities to be Registered
1. DryShips
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 $0.01
per share (“Common Shares”). The dividend is payable on February 4,
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 $130, 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 American
Stock Transfer & Trust Company, as Rights Agent, attached as Exhibit 4.2 to
this Registration Statement and incorporated herein by reference.
Rights
Evidenced by Common
Share Certificates
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
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 timeas
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
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 4, 2018, (the “Final Expiration Date”), or (ii)
redemption or exchange of the Rights as described below.
Initial
Exercise of the
Rights
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
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
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
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
AcquiringPerson
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
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
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
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
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
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
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
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 notapproved
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.
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Description |
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3.1
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Amended Articles of Incorporation of the Registrant
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3.2
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Amended
and Restated Bylaws of the Registrant
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4.1
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Form
of Share Certificate of the Registrant is hereby incorporated by
reference
to Exhibit 4 to the Second Amendment to the Registration Statement
on Form
F-1/A (File No. 333-122008), filed with the Securities and Exchange
Commission on January 31, 2005
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4.2
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Stockholder
Rights Agreement dated as of January 18, 2008, between DryShips
Inc. and
American Stock Transfer & Trust Company, 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
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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
18, 2008
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DRYSHIPS
INC.
By:
/s/ George
Economou
Name: George
Economou
Title: President
& Chief Executive Officer
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SK
23113 0002 845877
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