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): March
14, 2007
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STAR
MARITIME ACQUISITION CORP.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-32685
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20-2873585
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(State
or other jurisdiction of incorporation or
organization)
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(Commission
File Number)
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(IRS
employer identification no.)
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103
Foulk Road
Wilmington,
Delaware
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19803
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(Address
of principal executive offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area code): (302)
656-1950
c/o
Schwartz & Weiss, P.C.,
457
Madison Avenue
New
York, NY 10022
(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:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| x |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
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))
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IMPORTANT
NOTICES
STAR
MARITIME ACQUISITION CORP. (THE “COMPANY”) AND ITS DIRECTORS AND EXECUTIVE
OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR
THE
SPECIAL MEETING OF THE COMPANY’S STOCKHOLDERS TO BE HELD TO APPROVE THE
REDOMICILIATION MERGER (DEFINED HEREIN). STOCKHOLDERS OF THE COMPANY AND OTHER
INTERESTED PERSONS ARE ADVISED TO READ THE COMPANY’S PRELIMINARY PROXY STATEMENT
AND WHEN AVAILABLE, DEFINITIVE PROXY STATEMENT IN CONNECTION WITH THE COMPANY’S
SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE PROXY STATEMENTS
WILL CONTAIN IMPORTANT INFORMATION.
SUCH
PERSONS ARE ALSO ADVISED TO READ THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2006, FILED ON MARCH 14, 2006, FOR A
DESCRIPTION OF THE SECURITY HOLDINGS OF THE COMPANY’S OFFICERS AND DIRECTORS AND
THEIR RESPECTIVE INTERESTS SHOULD THE REDOMICILIATION MERGER BE CONSUMMATED.
THE
DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE
TO
BE ESTABLISHED FOR VOTING ON THE REDOMICILIATION MERGER. STOCKHOLDERS WILL
ALSO
BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE,
BY
DIRECTING A REQUEST TO:
STAR
MARITIME ACQUISITION CORP.
103
FOULK
ROAD
WILMINGTON,
DELAWARE 19803
ATTENTION:
CORPORATE SECRETARY
THE
PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE,
AND
THE ANNUAL REPORT ON FORM 10-K CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE
SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE AT HTTP://WWW.SEC.GOV.
Item
1.01 Entry
Into A Material Definitive Agreement.
On
March
14, 2007, Star Maritime Acquisition Corp. (AMEX: SEA), a Delaware corporation
(the “Company”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with its newly-formed, wholly-owned subsidiary Star Bulk Carriers
Corp., a Marshall Islands company (“Star Bulk”), whereby the Company will merge
with and into Star Bulk, with Star Bulk as the surviving corporation (the
“Redomiciliation Merger”). Star Bulk has entered into definitive agreements to
acquire a fleet of eight drybulk carriers from certain wholly-owned subsidiaries
of TMT Co., Ltd., a global shipping company with management headquarters in
Taiwan.
The
Company is a blank check
company formed to acquire, through a merger, capital stock exchange, asset
acquisition or similar business combination, one or more businesses in the
shipping industry. In December 2005, Star Maritime through its initial public
offering raised approximately $188.7 million, which was deposited in a trust
account, and $11.3 million in a private placement to certain officers and
directors and dedicated its time since the initial public offering to seeking
and evaluating business combination opportunities.
Subject
to the terms and conditions of the Merger Agreement, which has been unanimously
approved by the board of directors of Star Maritime, following the
Redomiciliation Merger: (i) the separate corporate existence of the Company
will
cease; (ii) each share of Star Maritime common stock, par value $0.0001 per
share, will be converted into the right to receive one share of Star Bulk common
stock, par value $0.01 per share; and (iii) each outstanding warrant of the
Company will be assumed by Star Bulk with the same terms and restrictions,
except that each will be exercisable for common stock of Star Bulk.
As
provided in the Company’s Certificate of Incorporation, holders of Star Maritime
common stock have the right to redeem their shares for cash if such stockholder
votes against the Redomiciliation Merger, elects to exercise redemption rights
and the Redomiciliation Merger is approved and completed.
The
Company cannot complete the Redomiciliation Merger unless (1) the holders of
at
least a majority of the issued and outstanding shares of Star Maritime entitled
to vote at the special meeting vote in favor of the Redomiciliation Merger;
(2)
holders of at least a majority of the shares issued in the initial public
offering and private placement vote in favor of the Redomiciliation Merger;
and
(3) holders of less than 6,600,000 shares of common stock, such number
representing 33.0% of the 20,000,000 shares of Star Maritime common stock issued
in the initial public offering and private placement, vote against the
Redomiciliation Merger and exercise their redemption rights to have their shares
redeemed for cash.
Messrs.
Tsirigakis and Syllantavos, the Company’s senior executive officers, and Messrs.
Pappas and Erhardt, two of the Company’s directors, have agreed to vote an
aggregate of 1,132,500 shares, or 3.9% of Star Maritime’s outstanding common
stock, acquired by them in the private placement and any shares of Star Maritime
common stock they may acquire in the future in favor of the Redomiciliation
Merger and thereby waive redemption rights with respect to such shares. All
of
the Company’s officers and directors have agreed to vote an aggregate of
9,026,924 shares, or 31.1% of Star Maritime’s outstanding common stock, issued
to them prior to the initial public offering and private placement in accordance
with the vote of the holders of a majority of the shares issued in the initial
public offering and private placement.
The
Company filed with the Securities and Exchange Commission a preliminary joint
proxy statement/prospectus under cover of Schedule 14A relating to the Company’s
special meeting of stockholders. The Company expects to consummate the
Redomiciliation Merger during the third quarter of 2007, assuming the requisite
stockholder approval.
Item
7.01 Regulation
FD Disclosure
The
Company intends to hold presentations for certain stockholders of Star Maritime
and certain other persons in connection with the Redomiciliaton Merger. A copy
of the presentation material is attached as Exhibit
99.1.
This
information shall not be deemed to be “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and shall not be deemed to
be
incorporated by reference in any filing under the Securities Act of 1933, as
amended.
Item
8.01 Other
Events
On
March
15, 2007, the Company announced in a press release, a copy of which is attached
as Exhibit
99.2
hereto,
that it filed a preliminary joint proxy statement/prospectus in connection
with
the Redomiciliation Merger.
Item
9.01 Financial
Statements and Exhibits
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No.
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Description
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10.1
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Agreement
and Plan of Merger by and between Star Maritime Acquisition Corp.
and Star
Bulk Carriers Corp.
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99.1
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Stockholder
Presentation
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99.2
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Press
Release, dated March 15, 2007
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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.
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| Dated:
March 15, 2007 |
STAR MARITIME ACQUISITION CORP. |
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By: |
/s/Prokopios
(Akis) Tsirigakis |
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Name:
Prokopios
(Akis) Tsirigakis |
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Title:
Chairman
and Chief Executive Officer |