e6vk
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:
September 18, 2009
Commission File No. 001-33311
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
þ Form 40-F o
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 o No þ
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 o No þ
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 o No þ
On September 18, 2009, Navios Holdings filed a Certificate of
Designation, Preferences and Rights of Series C Convertible
Preferred Stock with the Registrar of Corporations of the Republic of the Marshall Islands with
respect to the designation of a new Series C Convertible Preferred
Stock (the Series C Preferred Stock).
Navios Holdings reserved for future issuance 500 shares of the
Series C Preferred Stock.
In general, a holder
of the Series C Preferred Stock will receive an annual dividend equal to 2%, payable
quarterly, until such time as the Series C Preferred Stock converts
into common stock. The Series C Preferred
Stock will mandatorily convert into common stock five years from the
date of such issuance at a $10.00 price per share of common stock.
The holder shall have the right to convert the outstanding shares of such preferred stock into common stock
prior to the scheduled maturity date at a price of $14.00 per share of common stock. A copy of the Certificate
of Designation with respect to the Series C Preferred Stock is filed as Exhibit 3.1 as part of this Report
and is incorporated herein by reference.
On September 18, 2009, Navios
Holdings issued 500 shares of the newly designated Series C Preferred Stock as partial payment
in connection with the acquisition of a vessel.
This information contained in this Report is hereby incorporated by reference into the Navios
Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-141872 and on Form
S-8, File No. 333-147186.
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
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Angeliki Frangou |
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Chief Executive Officer Date:
September 24, 2009 |
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EXHIBIT INDEX
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Exhibit No. |
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Exhibit |
3.1
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Certificate of Designation,
Preferences and Rights of Series C Convertible Preferred Stock |
exv3w1
Exhibit 3.1
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
SERIES C CONVERTIBLE PREFERRED STOCK
OF
NAVIOS MARITIME HOLDINGS INC.
(Pursuant to Section 35(2) of the
Business Corporations Act of the Associations Law of
the Republic of the Marshall Islands)
The undersigned, Ms. Angeliki Frangou and Ms. Vasiliki Papaefthymiou, do hereby certify:
1. That they are the duly elected and acting Chief Executive Officer and Corporate Secretary,
respectively, of Navios Maritime Holdings Inc., a Marshall Islands corporation.
2. That, pursuant to the authority conferred by the Companys Amended and Restated Articles of
Incorporation, the Companys Board of Directors, as of September 2, 2009, by a unanimous written
consent in lieu of a meeting in accordance with Section 55 of the Business Corporation Act of the
Associations Law of the Republic of the Marshall Islands, adopted the following resolutions:
RESOLVED, that, pursuant to the authority expressly granted to and vested in the Board of
Directors (the Board of Directors) of Navios Maritime Holdings Inc. (the
Company) by the provisions of the Amended and Restated Articles of Incorporation (the
Articles of Incorporation) of the Company and its Bylaws, and in accordance with Section
35(2) of the Business Corporation Act of the Associations Law of the Republic of the Marshall
Islands (the BCA), there is hereby created, out of the 878,571 shares of preferred stock,
par value $0.0001 per share (the Preferred Stock), of the Companys remaining authorized,
unissued and undesignated, a series of the Preferred Stock, which series shall have the following
powers, designations, preferences and relative, optional or other rights, and the following
qualifications, limitations and restrictions (in addition to any powers, designations, preferences
and relative, optional or other rights, and any qualifications, limitations and restrictions, set
forth in the Articles of Incorporation which are applicable to the Preferred Stock):
Section 1. Designation of Amount.
The shares of such series of Preferred Stock created hereby shall be designated the Series C
Convertible Preferred Stock (the Series C Convertible Preferred Stock), par value
$0.0001 per share. The number of shares of Series C Convertible Preferred Stock shall initially be
500, which number the Board of Directors may from time to time increase or decrease (but not below
the number then-outstanding).
Section 2. Liquidation.
(a) Liquidation Preference. In the event of a liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary (a Liquidation Event), (i) after any
payment shall be made or any assets distributed out of the assets of the Company then-available for
distribution (whether such assets are stated capital, surplus or earnings) to the holders of (x)
any of the Companys secured and unsecured debt obligations, or (y) any other security or
obligation issued subsequent to the Original Issuance Date (as defined below) that expressly states
that it ranks senior to the Series C Convertible Preferred Stock (such holders in subclauses (x)
and (y) collectively, the Senior Holders), but (ii) before any payment shall be made or
any assets distributed to the holders of any class or series of the common stock, par value
$0.0001 per share of the Company (the Common Stock), the holders of the Series C
Convertible Preferred Stock then-outstanding shall be entitled to receive $10,000 per share of
Series C Convertible Preferred Stock plus the amount of any accumulated and unpaid dividends
thereon, whether or not declared (the Liquidation Preference), up to and including the
date full payment shall be tendered to the holders of the Series C Convertible Preferred Stock with
respect to such Liquidation Event. If, upon any Liquidation Event and after payment or
distribution to the Senior Holders, the assets of the Company available for distribution to the
holders of the Series C Convertible Preferred Stock are insufficient to permit the payment in full
to the holders of the Series C Convertible Preferred Stock of the full Liquidation Preference, then
all of the remaining assets of the Company available for such distribution shall be distributed
among the holders of the then-outstanding Series C Convertible Preferred Stock pro rata according
to the number of then-outstanding shares of Series C Convertible Preferred Stock held by each
holder thereof.
(b) Distribution of Remaining Assets. Following payment to the holders of the Series C
Convertible Preferred Stock of the full preferential amounts described in Section 2(a) above, the
holders of the Series C Convertible Preferred Stock shall have no further right to participate in
any assets of the Company available for distribution.
Section 3. Dividends; Withholding on Payments; Taxes.
(a) The holders of Series C Convertible Preferred Stock shall be entitled to receive, when, as and
if declared by the Board of Directors out of legally available funds, cumulative dividends at the
rate of 2.0% of the Liquidation Preference per share of Series C Convertible Preferred Stock per
annum. With respect to each share of Series C Convertible Preferred Stock, such dividends shall
accrue daily from and after the date such shares of Series C Convertible Preferred Stock are
initially issued (the Original Issuance Date) through the earlier of the conversion or
redemption of such share or a Liquidation Event and shall be payable quarterly in arrears on June
30, September 30, December 31, March 31 of each year or, if not a Business Day, the next succeeding
Business Day (and without any interest or other payment in respect of such delay), commencing with
the first dividend payment date following the date such shares of Series C Convertible Preferred
Stock are issued (each, a Dividend Payment Date). Any dividend payable on the Series C
Convertible Preferred Stock for any partial dividend period shall be prorated and computed on the
basis of a 365- or 366-day year and the actual number of days elapsed. Dividends shall be payable
to holders of record as they appear in the stock records of the Company at the close of business on
the applicable dividend record date, which shall be a date designated by the Board of Directors for
the payment of dividends that is not more than 60 nor less than 10 calendar days immediately
preceding such Dividend Payment Date.
(b) Notwithstanding anything to the contrary contained herein, dividends on the Series C
Convertible Preferred Stock shall accrue and cumulate whether or not the Company has earnings or
surplus, whether or not there are funds legally available for the payment of such dividends and
whether or not such dividends are declared by the Board of Directors. Accumulated but unpaid
dividends on the Series C Convertible Preferred Stock shall cumulate as of the Dividend Payment
Date on which they first become payable, on the date of conversion pursuant to Section 5 hereof and
on the date of any Liquidation Event.
(c) The Company shall be authorized to deduct and withhold any withholding or similar taxes imposed
with respect to any payments made (or deemed made) on or with respect to the Series C Convertible
Preferred Stock under the U.S. Internal Revenue Code of 1986, as amended, or any applicable
provision of state, local or foreign tax law, and any amounts so deducted and withheld shall be
treated as distributed by the Company to the holders of the Series C Convertible Preferred Stock in
accordance with the terms hereof. If payment is made through the distribution of property (other
than money), any holder of the Series C Convertible Preferred Stock that is subject to withholding
or similar
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taxes shall deliver to the Company (or, as directed by the Company, to its paying agent), by wire
transfer of immediately available funds in United States dollars, amounts sufficient to satisfy any
withholding obligations imposed on the Company (or its paying agent) with respect to any such
distribution to or for the benefit of such holder. As security for its obligations under this
Section 3(c), such holder hereby grants the Company a security interest in any and all amounts
payable or distributable to (or for the benefit of) such holder in respect of the Series C
Convertible Preferred Stock.
(d) The Company will pay any and all original issuance, transfer, stamp and other similar taxes
that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of
Series C Convertible Preferred Stock pursuant hereto. The Company shall not, however, be required
to pay any tax which may be payable in respect of any transfer involved in the issue and delivery
of shares of Common Stock in a name other than that of the holder of the share(s) of Series C
Convertible Preferred Stock to be converted, and no such issue or delivery shall be made unless and
until the person requesting such issue has paid to the Company the amount of any such tax, or has
established to the reasonable satisfaction of the Company that such tax has been or will be paid.
Section 4. Voting Rights.
Except as may be provided in the BCA, a holder of Series C Convertible Preferred
Stock shall not have any voting rights.
Section 5. Conversion Rights.
(a) Automatic Conversion. On September 18, 2014 (the Final Conversion Date), the
then-outstanding shares of Series C Convertible Preferred Stock shall automatically convert pro
rata, without any action on the part of the Company, any stockholder or any other person, into a
number of fully paid and non-assessable shares of Common Stock determined by dividing the amount of
the then-Liquidation Preference of such Series C Convertible Preferred Stock being converted by a
conversion price equal to $10.00 per share of Common Stock, subject to adjustment pursuant to
Section 5(f) below.
(b) Optional Conversion. Subject to and upon compliance with the provisions of this
Section 5, the holders of shares of Series C Convertible Preferred Stock shall be entitled, at
their option, at any time following the Original Issuance Date and prior to the Final Conversion
Date, to convert all or any such then-outstanding shares of Series C Convertible Preferred Stock
into a number of fully paid and non-assessable shares of Common Stock determined by dividing the
amount of the then-Liquidation Preference of such Series C Convertible Preferred Stock being
converted by a conversion price equal to $14.00 per share of Common Stock, subject to adjustment
pursuant to Section 5(f) below.
(c) Automatic Conversion Based on Price. At any time following September 18, 2012, if the
closing price of the Common Stock on the New York Stock Exchange (or, if that is not then the
principal market for the Companys Common Stock, the then-principal market) has been at least
$20.00 per share, as adjusted for stock splits, stock dividends or similar events, for 10
consecutive Business Days (such 10th day, the Automatic Conversion Date), the
remaining balance of the then-outstanding shares of Series C Convertible Preferred Stock shall
automatically convert pro rata, without any action on the part of the Company, any stockholder or
any other person, into a number of fully paid and non-assessable shares of Common Stock determined
by dividing the amount of the then-Liquidation Preference of such Series C Convertible Preferred
Stock being converted by a conversion price equal to $14.00 per share of Common Stock, subject to
adjustment pursuant to Section 5(f) below.
(d) Conversion Price. The applicable conversion price (the Conversion Price)
shall be subject to adjustment from time to time in accordance with Section 5(f) hereof.
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(e) No Fractional Shares. The number of full shares of Common Stock issuable upon
conversion shall be computed on the basis of the aggregate number of shares of Series C Convertible
Preferred Stock surrendered. Instead of any fractional shares of Common Stock which would
otherwise be issuable upon conversion of any shares of Series C Convertible Preferred Stock, the
number of shares of Common Stock issued shall be rounded, up or down, to the nearest whole number
of shares of Common Stock (with one half being rounded up).
(f) Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment
from time to time as follows:
(1) Upon Stock Dividends, Subdivisions or Splits. If, at any time after the Original
Issuance Date, the number of shares of Common Stock outstanding is increased by a stock dividend
payable in shares of Common Stock or by a subdivision or split up of shares of Common Stock, then,
following the record date for the determination of holders of Common Stock entitled to receive such
stock dividend, or to be affected by such subdivision or split up, the Conversion Price shall be
appropriately decreased so that the number of shares of Common Stock issuable on conversion of
Series C Convertible Preferred Stock shall be increased in proportion to such increase in
outstanding shares.
(2) Upon Combinations or Reverse Stock Splits. If, at any time after the Original
Issuance Date, the number of shares of Common Stock outstanding is decreased by a combination or
reverse stock split of the outstanding shares of Common Stock into a smaller number of shares of
Common Stock, then, following the record date to determine shares affected by such combination or
reverse stock split, the Conversion Price shall be appropriately increased so that the number of
shares of Common Stock issuable on conversion of each share of Series C Convertible Preferred Stock
shall be decreased in proportion to such decrease in outstanding shares.
(3) Upon Capital Reorganization or Reclassification. If the Common Stock issuable upon
the conversion of the Series C Convertible Preferred Stock shall be changed into the same or
different number of shares of any class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination or shares of stock dividend
provided for elsewhere in this Section 5(f), or the sale of all or substantially all of the
Companys properties and assets to any other person), then and in each such event the holder of
each share of Series C Convertible Preferred Stock shall have the right thereafter to convert such
share into the kind and amount of shares of stock and other securities and property receivable upon
such reorganization, reclassification or other change by holders of the number of shares of Common
Stock into which such shares of Series C Convertible Preferred Stock might have been converted, as
the case may be, immediately prior to such reorganization, reclassification or change, all subject
to further adjustment as provided herein.
(4) Upon Reclassification, Merger or Sale of Assets. If, at any time or from time to
time, there shall be a capital reorganization of the Common Stock (other than a subdivision,
combination, reclassification, or exchange of shares provided for elsewhere in this Section 5(f))
or a merger or consolidation of the Company with or into another corporation, or the sale of all or
substantially all of the Companys properties and assets to any other person, then, as a part of
such reorganization, merger, or consolidation or sale, provision shall be made so that holders of
Series C Convertible Preferred Stock, as the case may be, shall thereafter be entitled to receive
upon conversion of the Series C Convertible Preferred Stock, the number of shares of stock or other
securities or property of the Company, or of the successor corporation resulting from such merger,
consolidation or sale, to which such holder would have been entitled if such holder had converted
its shares of Series C Convertible Preferred Stock immediately prior to such capital
reorganization, merger, consolidation or sale. In any such case, appropriate adjustment shall be
made in the application of the provisions of this Section 5(f) with respect to the rights of the
holders of the Series C Convertible Preferred Stock after the reorganization, merger, consolidation
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or sale to the end that the provisions of this Section 5(f), including adjustment of the
Conversion Price then in effect for the Series C Convertible Preferred Stock and the number of
shares issuable upon conversion of the Series C Convertible Preferred Stock shall be applicable
after that event in as nearly equivalent a manner as may be practicable.
(g) Exercise of Conversion Privilege.
(1) Except in the case of an automatic conversion pursuant to (x) Section 5(a) hereof, or (y)
Section 5(c) hereof, as the case may be, in order to convert shares of Series C Convertible
Preferred Stock, a holder must (A) surrender the certificate or certificates evidencing such
holders shares of Series C Convertible Preferred Stock (to the extent they were issued in
certificated form) to be converted and duly endorsed in a form satisfactory to the Company, at the
office of the Company, and (B) notify the Company at such office that such holder elects to convert
Series C Convertible Preferred Stock and the number of shares such holder wishes to convert. Such
notice referred to in clause (B) above shall be delivered substantially in the form set forth in
Annex A hereto.
(2) Except in the case of an automatic conversion pursuant to (x) Section 5(a) hereof, or (y)
Section 5(c) hereof, as the case may be, Series C Convertible Preferred Stock shall be deemed to
have been converted immediately prior to the close of business on the day (the Conversion
Date) of surrender of such shares of Series C Convertible Preferred Stock for conversion in
accordance with the foregoing provisions. In the case of (A) an automatic conversion pursuant to
Section 5(a) hereof, such conversion shall occur automatically on the Final Conversion Date, as the
case may be, or (B) an automatic conversion pursuant to Section 5(c) hereof, such conversion shall
occur automatically on the Automatic Conversion Date, and without any further action by the holders
of such shares and whether or not the certificates representing such shares, if any, are
surrendered to the Company or its transfer agent. Upon the Conversion Date, the Final Conversion
Date or the Automatic Conversion Date, as the case may be, the rights of the holders of such shares
of Series C Convertible Preferred Stock as holder shall cease, and the person or persons entitled
to receive the Common Stock issuable upon conversion shall be treated for all purposes as the
record holder or holders of such Common Stock as and after such time. Upon the automatic
conversion of the Series C Convertible Preferred Stock pursuant to (I) Section 5(a) hereof, or (II)
Section 5(c) hereof, as the case may be, the Company shall promptly send written notice thereof, by
registered or certified mail, return receipt requested and postage prepaid, by hand delivery or by
overnight delivery, to each holder of record of Series C Convertible Preferred Stock at their
address then-shown on the records of the Company, which notice shall state that certificates
evidencing shares of Series C Convertible Preferred Stock, if any, must be surrendered at the
office of the Company (or of its transfer agent for the Common Stock, if applicable). Upon the
occurrence of the automatic conversion of the Series C Convertible Preferred Stock, whether
pursuant to Section 5(a) or Section 5(c) hereof, the holders of Series C Convertible Preferred
Stock shall surrender the certificates representing such shares at the office of the Company or any
transfer agent for the Series C Convertible Preferred Stock. Upon the conversion of the Series C
Convertible Preferred Stock, the shares of Series C Convertible Preferred Stock so converted shall
not be transferred on the books of the Company or be deemed to be outstanding for any purpose
whatsoever and shall constitute only the right to receive such number of shares of Common Stock as
may be issuable upon such conversion. As promptly as practicable on or after the Conversion Date,
the Final Conversion Date (subject to Section 5(a)), or the Automatic Conversion Date (subject to
Section 5(c)), as the case may be, the Company shall issue and shall deliver at any office or
agency of the Company maintained for the surrender of Series C Convertible Preferred Stock a
certificate or certificates for the number of full shares of Common Stock issuable upon conversion
or such shares shall be issued in book-entry form and deposited at an account in the name of the
holder of record maintained at the Companys transfer agent.
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(3) In the case of any certificate evidencing shares of Series C Convertible Preferred Stock
which is converted in part only, upon such conversion the Company shall execute and deliver a new
certificate representing an aggregate number of shares of Series C Convertible Preferred Stock
equal to the unconverted portion of such certificate.
(4) Notwithstanding anything to the contrary contained herein, if any Common Stock underlying
the Series C Convertible Preferred Stock is issued prior to one year after the Original Issuance
Date for such Series C Convertible Preferred Stock, such Common Stock shall be issued in
certificated form with an appropriate legend to the effect that it can only be sold in a
transaction registered under the Securities Act of 1933, as amended, or in a transaction exempt
from such registration.
(h) Cancellation of Converted Series C Convertible Preferred Stock. All Series C
Convertible Preferred Stock delivered for conversion shall be delivered to the Company to be
cancelled.
Section 6. Certain Definitions. The following terms shall have the following respective meanings herein:
Business Day means any day that is not a Saturday or Sunday or a day on which banks
are required or permitted to be closed in the State of New York.
Designated Office means the office or agency maintained by the Company for the
presentation of certificates evidencing shares of Series C Convertible Preferred Stock.
RESOLVED FURTHER, that the President, Chief Executive Officer or any Vice President and the
Secretary or any Assistant Secretary of this Company be, and they hereby are, authorized and
directed to prepare and file a Certificate of Designation of Rights, Preferences and Privileges in
accordance with the foregoing resolution and the provisions of Marshall Islands law and to take
such actions as they may deem necessary or appropriate to carry out the intent of the foregoing
resolution.
[Remainder of page intentionally left blank. Signature page to follow.]
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We further declare under penalty of perjury that the matters set forth in the foregoing
Certificate of Designation, Preferences and Rights are true and correct of our own knowledge.
Executed in Piraeus, Greece on September 17, 2009.
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/s/ Angeliki Frangou
Angeliki Frangou
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Chief Executive Officer |
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/s/ Vasiliki Papaefthymiou
Vasiliki Papaefthymiou
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Corporate Secretary |
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ANNEX A
NOTICE TO EXERCISE CONVERSION RIGHT
The undersigned, being a holder of the Series C Convertible Preferred Stock of Navios Maritime
Holdings Inc. (the Convertible Preferred Stock) irrevocably exercises the right to
convert outstanding shares of Convertible Preferred Stock on , ___, into
shares of Common Stock of Navios Maritime Holdings Inc. in accordance with the terms of the shares
of Convertible Preferred Stock, and directs that the shares issuable and deliverable upon the
conversion be issued and delivered in the denominations indicated below to the registered holder
hereof unless a different name has been indicated below.
Dated: [At least three Business Days prior to the date fixed for conversion]
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Fill in for registration of
shares of Common Stock
if to be issued otherwise
than to the registered
holder: |
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Name |
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Address |
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Please print name and
address, including postal
code number
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(Signature) |
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Denominations: