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): June 23, 2006
EAGLE BULK SHIPPING INC.
(Exact name of each Registrant as specified in its Charter)
Marshall Islands 000-51366 98-0453513
(State or other jurisdiction of (Commission (IRS employer
incorporation or organization) File Number) identification no.)
477 Madison Avenue 10022
New York, New York (Zip Code)
(Address of principal executive offices)
(Registrant's telephone number, including area code): (212) 785-2500
(Former name or former address, if changed since last report.)
Not Applicable
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
Securities Purchase Agreement
On June 22, 2006 the Company entered into the Securities Purchase Agreement
described in Item 3.02.
Item 3.02. Unregistered Sales of Equity Securities
On June 22, 2006, Eagle Bulk Shipping Inc. (the "Company") entered into a
Securities Purchase Agreement (the "Agreement") with certain institutional
investors (individually, an "Investor" and collectively, the "Investors").
Pursuant to the terms of the Agreement the Company agreed to sell and the
Investors agreed to purchase an aggregate of 2,750,000 shares of the Company's
common stock, par value $0.01 (the "Common Shares"). The Common Shares are being
sold pursuant to an exemption from registration afforded by Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder.
The aggregate purchase price for the Common Shares is $33,000,000, or
$12.00 per Common Share. The Company expects to issue the Common Shares on or
about June 28, 2006.
Pursuant to the terms of the Agreement, the Company has undertaken among
other things, to file a resale Registration Statement for the Common Shares
pursuant to the Securities Act with the Securities and Exchange Commission no
more than 30 days from the date of issuance.
The Agreement (without exhibits or schedules) is annexed as Exhibit 10.1 to
this Report.
Item 7.01. Regulation FD
In connection with the Agreement described in Items 1.01 and 3.02, the
Company issued a press release on June 23, 2006. In addition, the Company issued
a press release on June 23, 2006 announcing the agreement to acquire three
Supramax drybulk carriers for an aggregate price of $105 million. Copies of the
press releases are attached as Exhibits 99.1 and 99.2, respectively.
Item 9.01. Financial Statements and Exhibits
10.1 Securities Purchase Agreement dated June 22, 2006 between the
Company and the Investors listed in Exhibit A thereto
99.1 Press Release of Eagle Bulk Shipping Inc. dated June 23, 2006
announcing private placement
99.2 Press Release of Eagle Bulk Shipping Inc. dated June 23, 2006
announcing acquisition and charter of three Supramax drybulk vessels
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 thereunto duly authorized.
June 23, 2006
EAGLE BULK SHIPPING INC.
By: /s/ Sophocles N. Zoullas
---------------------------
Sophocles N. Zoullas
Chief Executive Officer and President
SK 25083 0001 680613 v3