UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Mark One)
[_] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[_] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: N/A
Commission file number 000-50859
TOP TANKERS INC.
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(Exact name of Registrant as specified in its charter)
Republic of The Marshall Islands
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(Jurisdiction of incorporation or organization)
1 Vas. Sofias and Meg. Alexandrou Str, 15124 Maroussi, Greece
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(Address of principal executive offices)
Securities registered or to be registered pursuant to section 12(b) of the Act.
Common Stock par value $0.01 per share
Preferred Stock Purchase Rights
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Securities registered or to be registered pursuant to section 12(g) of the Act.
NONE
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Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
NONE
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Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
32,429,105 shares of Common Stock, par value $0.01 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act
Yes |_| No |X|
If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
Yes |_| No |X|
Note- Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934
for their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark whether registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer |_| Accelerated filer |X| Non-accelerated filer |_|
Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 |_| Item 18 |X|
If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes |_| No |X|
Explanatory Note
This Amendment No. 2 to Form 20-F of Top Tankers Inc. (the "Company")
("Amendment No. 2") is being filed solely for the purpose of revising exhibit
15.1 to the Form 20-F to include the registered public accounting firm's consent
to the incorporation by reference into the Company's registration statement on
Form F-3 (No. 333-127086) of the registered public accounting firm's report with
respect to the Company's financial statements for the years ended December 31,
2005 and 2004, as included in the Company's Form 20-F.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this registration statement on its behalf.
TOP Tankers Inc.
By: /s/ Evangelos Pistiolis
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Name: Evangelos Pistiolis
Title: Chief Executive Officer
June 11, 2007