Form 8K Current Report
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): April 4, 2006
GENCO
SHIPPING & TRADING LIMITED
(Exact
name of registrant as specified in its charter)
|
Republic
of the Marshall Islands
|
000-5142
|
98-043-9758
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
employer
identification
no.)
|
|
299
Park Avenue, 20th
Floor
New
York, NY
(Address
of principal executive offices)
|
|
10171
(Zip
code)
|
Registrant’s
telephone number, including area code: (646) 443-8550
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):
r
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
(a) On
April
4, 2006, the Board of Directors (the “Board”) of Genco Shipping & Trading
Limited (the “Company”) amended Article IX of the Company’s By-Laws to: (i)
describe in more detail the standards, procedures, and limits applicable to
indemnification of the Company’s directors and officers and other persons; (ii)
expressly designate indemnification as a contractual right; (iii) expressly
provide indemnitees with the right to advancement of costs, charges, and
expenses incurred in an indemnitee’s defense of an action; (iv) allow
indemnification to be retroactive prior to the adoption of the indemnification
provisions and preserve indemnification rights for any actions occurring before
any amendment of such provisions that would rescind or restrict such rights,
to
the extent permitted by applicable law; and (v) allow the indemnified person
to
have his indemnification rights interpreted under the law applicable at the
time
the actions giving rise to the claim occurred or the time indemnification is
sought, to the extent permitted by applicable law. Article IX had previously
provided that directors and officers and certain other individuals would be
entitled to indemnification upon the same terms, under the same conditions,
as
to the same extent authorized by Section 60 of the Marshall Islands Business
Corporation Act. The preceding is qualified in its entirety by reference to
the
Company’s By-Laws, as amended and restated, which are attached hereto as Exhibit
3.1 and are incorporated herein by reference.
ITEM
9. Financial
Statements and Exhibits
(c)
Exhibits
| Exhibit No. |
Description |
| |
|
| 3.1 |
Amended and Restated
By-Laws of
Genco Shipping & Trading Limited, effective April 4,
2006. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Genco Shipping
&
Trading Limited has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
|
|
| |
GENCO
SHIPPING
& TRADING LIMITED |
|
|
|
| Date: April
7, 2006 |
By: |
/s/ John
C. Wobensmith |
| |
Name: John C. Wobensmith
|
| |
Title:
Chief
Financial Officer, Secretary and
Treasurer
(Principal
Financial and Accounting
Officer)
|
Exhibit
Index
| Exhibit No. |
Description |
| |
|
| 3.1 |
Amended and Restated
Genco
Shipping & Trading Limited, By-Laws, effective April 4,
2006. |
4