Edgar Filing: TOP SHIPS INC.

d1451706_pos-am.htm

As filed with the Securities and Exchange Commission on February 6, 2014

Registration Statement No. 333- 127086

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TOP SHIPS INC.

(Exact name of registrant as specified in its charter)

The Republic of the Marshall Islands (State or other jurisdiction of incorporation or organization)				N/A (I.R.S. Employer Identification No.)
1 Vas. Sofias and Meg. Alexandrou Str 15124 Maroussi, Greece 011 30 210 812 8180 (Address and telephone number of Registrant's principal executive offices)			Seward & Kissel LLP Attention: Gary J. Wolfe, Esq. One Battery Park Plaza New York, New York 10004 (212) 574-1200 (Name, address and telephone number of agent for service)

Copies to:

Gary J. Wolfe, Esq.

Seward & Kissel LLP

One Battery Park Plaza

New York, New York 10004

(212) 574-1200

Approximate date of commencement of proposed sale to the public: Not applicable. This Post-Effective Amendment No. 1 is filed to remove unsold shares from registration.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the registration statement on Form F-3 (File No. 333-127086) of Top Ships Inc., or the Company, initially filed on August 1, 2005 (the "Registration Statement"), covering a primary offering of securities of the Company and certain shares of the Company's common stock held by selling shareholders.

The Company hereby terminates the offering of shares under the Registration Statement and files this Post-Effective Amendment No. 1 to deregister all unsold securities registered under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Registration Statement on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, Country of Greece, on February 6, 2014.

	TOP SHIPS INC.
	By:	/s/ Alexandros Tsirikos
		Name: Alexandros Tsirikos Title: Chief Financial Officer
Date: February 6, 2014

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form F-3 has been signed below by the following persons on February 6, 2014 in the capacities indicated.

Signature		Title

/s/ Vangelis G. Ikonomou		Director, Executive Vice President and Chairman of the Board
Vangelis G. Ikonomou

/s/ Evangelos J. Pistiolis		Director, President and Chief Executive Officer (Principal Executive Officer)
Evangelos J. Pistiolis

/s/ Alexandros Tsirikos		Director and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Alexandros Tsirikos

/s/ Michael G. Docherty		Director
Michael G. Docherty

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this registration statement in the City of Newark, State of Delaware, on February 6, 2014.

PUGLISI & ASSOCIATES


By:	/s/ Donald J. Puglisi
	Name: Donald J. Puglisi
	Title: Managing Director