Filed Pursuant to Rule 424(b)(2)
Registration No. 333-127086
Prospectus Supplement
(to Prospectus dated August 1, 2005)
TOP TANKERS INC.
The Plan of Distribution contained in the Prospectus is amended by (1) deleting
the following:
"We have entered into a Controlled Equity Offering sales agreement with Cantor
Fitzgerald & Co. as sales agent pursuant to which we may, from time to time,
sell up to 2.6 million common shares in at the market offerings. The placement
fee will be 2.5%."
and (2) replacing it in its entirety with the following:
"We have entered into a Controlled Equity Offering sales agreement with Cantor
Fitzgerald & Co. (the "Sales Agreement") relating to the shares of common stock
offered by this prospectus supplement and the accompanying prospectus dated
August 1, 2005. We have offered and sold an aggregate of 2,600,000 shares of the
Company's common stock, par value $0.01 per share, in "at-the-market" offerings
at an average price of approximately $7.50 per share under the Sales Agreement.
In accordance with the terms of the Sales Agreement, we may offer and sell up to
an additional 5,000,000 shares of our common stock from time to time through
Cantor Fitzgerald & Co. Cantor Fitzgerald & Co. will be entitled to compensation
equal to 2.50% of the gross proceeds of the sale of any of the 5,000,000 shares
of common stock referenced herein that are sold in "at-the-market" offerings,
and 4.0% of the gross proceeds of the sale of any of those shares in negotiated
transactions."
The date of this Prospectus Supplement is June 27, 2006
CAPITALIZATION
The following table sets forth our consolidated capitalization at
March 31, 2006:
o on an actual basis; and
o on an adjusted basis to give effect to (i) the aggregate payment of
$70.5 million of dividends declared in April 2006 which was paid on
April 25, 2006 to stockholders of record on April 17, 2006; (ii) the
payment of an aggregate $120.8 million of indebtedness outstanding
under our senior secured credit facilities with the Royal Bank of
Scotland and DVB Bank; and (iii) the issuance and sale of 2.6 million
shares of our common stock in "at-the-market" offerings pursuant to
our Controlled Equity Offering sales agreement with Cantor Fitzgerald
& Co.
As of March 31, 2006
Actual As Adjusted (1)
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(in thousands of U.S. Dollars)
Debt:
Current portion of long term debt $136,117 $15,345
Total long term debt, net of current portion 288,491 284,241
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Total debt 424,608 299,586
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Stockholders' equity:
Preferred stock, $0.01 par value; 20,000,000
shares authorized, none issued - -
Common stock, $0.01 par value; 100,000,000
shares authorized; 28,205,640 shares issued
and outstanding at March 31, 2006 282 308
Additional paid-in capital 299,110 318,110
Other comprehensive income 434 434
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Retained earnings (Accumulated deficit) (44,983) (120,197)
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Total stockholders' equity 254,843 198,655
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Total capitalization $679,451 $498,241
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(1) There have been no significant changes to our capitalization since March 31,
2006, as so adjusted.
Recent Developments
The Company has received informal inquiries from the U.S. Securities and
Exchange Commission relating to vessel acquisitions since 2004 and events
preceding the announcement on March 13, 2006 of the sale lease-back transactions
and the distribution of the $7.50 per share special dividend. The Company is
fully cooperating with such informal inquiries.