SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
Dated: January 10, 2007
Commission File No. 000-51047
NAVIOS MARITIME HOLDINGS INC.
85 Akti Miaouli Street, Piraeus, Greece 185
38
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes No X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes No X
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
Amendment to Articles of Incorporation and Results of Annual General Meeting
On January 10, 2007, Navios filed an amendment to its Articles of Incorporation to effectuate the increase of its authorized common stock from 120,000,000 to 250,000,000. Upon filing on January 10, 2007, the amendment became effective. The amendment is included as Exhibit 99.1 to this filing and is incorporated herein by reference. Navios filed the amendment after such amendment was approved by its stockholders at its Annual Meeting of Stockholders held on December 19, 2006. All of the matters put forth at the Annual Meeting, at which 77% of Navios’ common stock was represented in person or by proxy, were approved by the requisite number of votes to approve all such matters. The matters approved were:
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| • | Approval of the election of three Class A directors, whose term will expire in 2009 (John Stratakis, Rex Harrington, Albun Shaw); |
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| • | Approval and adoption of Navios Maritime Holdings Inc. 2006 Stock Plan; |
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| • | Approval of the amendment to the Articles of Incorporation to increase the authorized number of shares of common stock from 120,000,000 to 250,000,000; and |
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| • | Approval of the ratification of the appointment of PricewaterhouseCooper as Navios’ independent public accountants for the fiscal year ending December 31, 2006. |
A further discussion of these matters and all related materials were set forth in a proxy sent to stockholders, a copy of which can be found in the Form 6-K filed with the SEC on November 17, 2006. The results of the Annual Meeting have also been posted to Navios’ website at www.navios.com.
New Long-Term Time Charter for Ultra-Handymax
On January 16, 2007, Navios issued a press release announcing that it has secured a favorable long-term time charter for its 2000 built ultra-handymax, Navios Ionian. A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated herein by reference.
This Report on Form 6-K is hereby incorporated by reference into the Navios Registration Statements on Form F-3, File Nos. 333-136936 and 333-129382.
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.
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NAVIOS MARITIME HOLDINGS INC. |
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By: /s/ Angeliki
Frangou
Angeliki Frangou Chief Executive Officer Date: January 17, 2007 |
EXHIBIT INDEX
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| Exhibit No. | |
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Exhibit |
| 99.1 | |
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Articles of Amendment of Articles of Incorporation. |
| 99.2 | |
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Press Release dated January 16, 2007. |
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ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
NAVIOS MARITIME HOLDINGS INC.
UNDER SECTION 90 OF THE BUSINESS CORPORATIONS ACT
I, Angeliki Frangou, Chief Executive Officer of Navios Maritime Holdings Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands, for the purpose of amending the Articles of Incorporation of said Corporation hereby certify:
1.
The name of the Corporation is: Navios Maritime Holdings Inc.
2.
The Articles of Incorporation were originally filed with the Registrar of Corporations under the laws of the Republic of The Marshall Islands on November 19, 2002, as amended and restated on December 5, 2002 and as amended on each of April 23, 2003 and February 16, 2005, and as further amended and restated on August 25, 2005.
3.
Subsection FOURTH of Section 3 of the Articles of Incorporation, as heretofore amended and restated, is hereby amended to read as follows:
“FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 251,000,000 of which 250,000,000 shares shall be Common Stock of the par value of $.0001 per share and 1,000,000 shares shall be Preferred Stock of the par value of $.0001 per share.
A. Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, (full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a "Preferred Stock Designation") and as may be permitted by the BCA. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
B. Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common
1
Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.”
4.
This Amendment to the Articles of Incorporation was authorized by vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders.
IN WITNESS WHEREOF, I have executed this Amendment to the Articles of Incorporation this 8th day of January 2007.
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/s/ Angeliki Frangou |
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Angeliki Frangou |
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Chief Executive Officer |
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PRESS RELEASE
DRAFT RELEASE – NOT FOR DISTRIBUTION
Navios Maritime Holdings Inc. Announces
New Long-Term Time Charter for Ultra-Handymax, Navios Ionian
New Two-Year Charter To Commence In March
PIRAEUS, Greece, January 16, 2007 /PRNewswire – FirstCall/ -- Navios Maritime Holdings Inc. (“Navios”) (Nasdaq: BULK, BULKU, BULKW), a large, global, vertically integrated seaborne shipping company, announced today that it has secured a favorable time charter contract for the Company’s 2000-built ultra-handymax, Navios Ionian. The new 24-month charter will commence in March of this year, at a rate, net of all related commissions, of $ 22,219 per day. Navios Ionian is one of 14 vessels in the Company’s core ultra-handymax fleet.
“We continue to take advantage of the current strong rate environment in the drybulk sector,” said Ms. Angeliki Frangou, Chairman and CEO of Navios. “This charter, almost 50% higher than Ionian’s current rate, clearly illustrates the demand for our young, high-quality vessels. The charter announced today will support our primary goal of generating stable cash flow for Navios.”
As a result of this latest charter, Navios has extended the coverage of its long term fleet to 78% for 2007, 43% for 2008 and 10% for 2009.
Navios currently controls 33 vessels, of which 17 are wholly owned, 16 are chartered-in including six still to be delivered to the chartered-in fleet. Navios also owns eight purchase options on its 16 chartered-in vessels, including options on four of the vessels still to be delivered. All of these options are for exercise prices below the related vessel’s current market value.
About Navios Maritime Holdings Inc.
Navios Maritime Holdings Inc. is a large, global, vertically integrated seaborne shipping company transporting a wide range of drybulk commodities including iron ore, coal and grain. For over 50 years, Navios has worked with raw materials producers, agricultural traders and exporters, industrial end- users, ship owners, and charterers. Navios also owns and operates a port/storage facility in Uruguay and has in-house technical ship management expertise. Navios maintains offices in Piraeus, Greece, South Norwalk, Connecticut and Montevideo, Uruguay. Navios' stock is listed on the NASDAQ Global Market where its Common Shares, Units and Warrants trade under the symbols “BULK”, “BULKU”, “BULKW”, respectively. Risks and uncertainties are described in reports filed by Navios Maritime Holdings Inc. with the United States Securities and Exchange Commission.
Safe Harbor
This press release may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Navios Maritime Holdings Inc. (Navios). Forward looking statements are statements that are not historical facts. Such forward looking statements, based upon the current beliefs and expectations of Navios’ management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The information set forth herein should be read in light of such risks. Navios does not assume any obligation to update the information contained in this press release.
Public & Investor Relations Contact:
Navios Maritime Holding Inc.
Investor Relations
212 – 279- 8820
investors@navios.com
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