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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
August 11, 2006
QUINTANA MARITIME LIMITED
(Exact name of registrant as specified in its charter)
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Marshall Islands
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000-51412
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98-0453513 |
(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
Quintana Maritime Limited
c/o Quintana Management LLC
Pandoras 13 & Kyprou Street
166 74 Glyfada
Greece
(Address of principal executive office)
011-30-210-898-6820
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition of Disposition of Assets
On August 14, 2006, the Company completed the acquisition of Iron Fuzeyya, an 82,209 dwt
Kamsarmax vessel built in 2006, from an affiliate of Metrobulk, S.A. The Company had agreed to buy
the vessel under the terms of a Memorandum of Agreement dated May 3, 2006.
On May 10, 2006, the Company advanced the seller $4.5 million, representing 10% of the total
purchase price of $45.2 million. On August 14, the Company paid the balance of the purchase price
with a drawdown under its new revolving credit facility. The vessel is under time charter to Bunge,
S.A.
On August 15, 2006, the Company announced the delivery of Iron Fuzeyya by a press release,
which is attached as an exhibit to this report.
Consistent with shipping industry practice, we treat the acquisition of a vessel (whether
acquired with or without charter) as the acquisition of an asset rather than a business. We believe
that, under the applicable provisions of Rule 11-01(d) of Regulation S-X under the Securities Act,
the acquisition of our vessels does not constitute the acquisition of a business, for which
historical or pro forma financial information would be provided pursuant to Rules 3-05 and 11-01 of
Regulation S-X.
In general, we believe that there is little continuity between the acquired vessels
operations prior to and after the acquisition, and therefore disclosure of prior historical
financial information is not material to an understanding of future operations. We generally enter
into new charter contracts with our customers that commence following delivery of the vessel to us.
These new charter contracts have different financial terms than the old charter contracts, which
were entered into under generally different market conditions by different parties.
We take the following steps before an acquired vessel commences operations, which
substantially eliminate any continuity with operations prior to the vessels acquisition:
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put in place different commercial management, with a different marketing system and sales force; |
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put in place different technical management; |
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arrange for a new crew for the vessel; |
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replace all hired equipment on board, such as gas cylinders and communication equipment; |
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negotiate and enter into new insurance contracts for the vessel through our own insurance brokers; |
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register the vessel under a flag state and perform the related inspections in order to
obtain new trading certificates from the flag state; |
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implement a new planned maintenance program for the vessel; and |
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ensure that the new technical manager obtains new certificates for compliance with the
safety and vessel security regulations of the flag state. |
As a result, we believe that whether the vessel is acquired with or without a time charter,
the lack of continuity between the acquired vessels operations prior to and after the acquisition
makes prior financial information not material. For this reason, consistent with shipping industry
practice, we generally do not obtain from the seller historical operating or financial data for the
vessels we acquire, other than through inspection of the physical condition of the vessels and
examinations of classification society records. Most vessels are sold under a standardized
agreement, which, among other things, provides the buyer with the right to inspect the vessel and
the vessels classification society records. The standard agreement does not give the buyer the
right to inspect, or receive copies of, the historical operating or financial data of the vessel.
Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all
records, including past financial records and accounts related to the vessel. We do not obtain the
historical operating or financial data for the vessels from the sellers because that information is
not material to our decision to make acquisitions, nor do we believe it would be helpful to
potential investors in our common stock in assessing our business or profitability.
Item 3.03. Material Modifications to Rights of Security Holders and
Item 5.03. Amendments To Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the conversion of the Companys outstanding 12% Mandatorily Convertible
Preferred Stock described in Item 8.01 of this Form 8-K and pursuant to Section 35(5) of the
Business Corporation Act of the Republic of the Marshall Islands (the BCA), we have amended our
Articles of Incorporation by the filing under the BCA of Articles of Amendment, which reduces the
authorized number of preferred shares of stock by 2,045,558 shares.
The Articles of Amendment are filed as an exhibit to the Form 8-K.
Item 8.01 Other Events
On August 11, 2006, the Company held a Special Meeting of Shareholders to consider a proposal
to approve (i) the conversion of the Companys outstanding 12% Mandatorily Convertible Preferred
Stock into shares of common stock, (ii) the exercisability of the Companys outstanding Class A
Warrants, and (iii) the issuance of common stock to effect the conversion of the preferred stock
and the potential exercise of the warrants. 15,529,097 common shares were represented in person or
by proxy at the meeting, or approximately 64.3% of the Companys 24,148,242 common shares
outstanding as of the record date. Of the shares present in person or by proxy, 15,259,859 common
shares, or 98.3% of the shares represented, voted in favor of the proposal. An additional 55,857
shares, or 0.3%, voted against the proposal, and 213,381, or 1.4%, abstained. As a result, the
proposal was approved, and pursuant to the terms of the Statement of Designations governing the
preferred stock, the 2,045,558 shares of preferred stock were converted into approximately
25,569,475 shares of common stock effective August 11, 2006. The Company announced the results of
the special meeting by press release dated August 14, 2006, and that release is included as an
exhibit to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
3.1 |
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Articles of Amendment dated August 16, 2006. |
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99.1 |
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Press release of Quintana Maritime Limited dated August 15, 2006. |
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99.2 |
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Press release of Quintana Maritime Limited dated August 14, 2006. |
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 thereunto duly authorized.
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QUINTANA MARITIME LIMITED |
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By:
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/s/ Steve Putman |
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Steve Putman |
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Vice President and General Counsel
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Dated: August 17, 2006
EXHIBIT INDEX
3.1 |
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Articles of Amendment dated August 16, 2006. |
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99.1 |
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Press release of Quintana Maritime Limited dated August 15, 2006. |
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99.2 |
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Press release of Quintana Maritime Limited dated August 14, 2006. |