Unassociated Document
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): December 19, 2006
STAR
MARITIME ACQUISITION CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-32685
|
20-2873585
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
103
Foulk Road
Wilmington,
Delaware 19803
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (302) 656-1950
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):
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
On
December 19, 2006, Star Maritime Acquisition Corporation (the “Company”),
entered into a Sublease and Administrative Services Agreement (the “Agreement”),
with Blue Diamond Realty, LLC, a Delaware limited liability company (“Blue
Diamond”). Effective as of December 1, 2006, Blue Diamond agreed to sublet
offices to the Company located at 103 Foulk Road, Wilmington, Delaware (the
“Premises”), and provide the Company with such office space and equipment,
including a conference room, as well as administrative support necessary for
the
Company’s business. A copy of the Agreement is attached hereto as Exhibit
10.15.
The
Agreement is for a one-year term effective December 1, 2006 through December
31,
2007, with an automatic renewal each year for an additional one year period,
unless either party gives the other party at least 90 days written notice of
its
intent to terminate the Agreement. The Company shall pay Blue Diamond annual
base rent and administrative services fees in the aggregate of $4,000 payable
on
January 1 each year. Such fees are subject to adjustment annually in the event
of an increase in cost of living, by the percentage by which the US Consumer
Price Index, All Urban Consumers, All Items has increased since the previous
anniversary of the Agreement.
The
Agreement is subject to a Master Lease between Blue Diamond and Capano
Investments, with respect to the Premises and shall automatically terminate
on
the termination, cancellation or expiration of the Master Lease with Blue
Diamond.
ITEM
1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On
December 22, 2006, the Company and Schwartz & Weiss, P.C. (“Schwartz &
Weiss”) entered into an agreement (the “Termination Agreement”), terminating the
Administrative Services Agreement, dated May 26, 2005 (the “Services
Agreement”). As a result of the Company’s decision to re-locate its executive
office from the State of New York to the State of Delaware, the use of office
space and other services provided by Schwartz & Weiss in New York were no
longer necessary. There were no early termination penalties incurred by the
Company in connection with such termination. Each party agreed to release the
other from any claims, debts or any other liabilities that the other has now,
has ever had or may have in the future arising out of the Services Agreement.
A
copy of the Termination Agreement is attached hereto as Exhibit
10.16.
ITEM
8.01 OTHER EVENTS.
Effective
as of December 1, 2006, the Company relocated its executive office Star Maritime
Acquisition Corporation, 103 Foulk Road, Wilmington, Delaware 19803. The
Company’s new telephone number is: 302-656-1950.
On
November 3, 2006, the Company notified The American Stock Exchange LLC (“AMEX”),
that it may not be possible for the Company to hold an annual meeting of
stockholders prior to the end of its fiscal year on December 31, 2006 and
requested an extension to hold its meeting as soon as reasonably practicable,
but in not event later than 60 days after the end of the fiscal year. The
Company advised AMEX that the reason for its request for an extension is that
since its initial public offering in December 2005, its management and board
of
directors have focused their efforts exclusively on identifying and selecting
potential target(s) for a business combination, as the Company believes it
is in
the best interests of its stockholders for it to consummate a business
combination at the earliest possible time. As a result of these efforts, the
Company did not have time to focus on preparing for an annual meeting. The
Company further stated that the annual meeting is not only a time for presenting
proposals to stockholders, but also a time when the Company can update
shareholders on it business operations. At this time because the Company has
no
business operations, the Company believes that the need for such updates is
obviated in this case. On November 13, 2006, AMEX notified the Company that
its
request for an extension to hold its meeting no later than sixty days after
the
end of its fiscal year was granted. A press release was disseminated on December
26, 2006 and has been attached hereto as Exhibit 99.1.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| 10.15 |
Sublease
and Administrative Services Agreement, between the Company and Blue
Diamond Realty, LLC
|
| 10.16 |
Termination
Agreement, between the Company and Schwartz & Weiss, P.C.
|
| 99.1 |
Press
Release dated December 26, 2006
|
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 hereunto
duly authorized.
STAR
MARITIME ACQUISITION CORPORATION
Dated:
December 26, 2006 By:
/s/ Prokopios
(Akis) Tsirigakis
Prokopios
(Akis) Tsirigakis
Chairman
and Chief Executive Officer
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
10.15
|
Sublease
and Administrative Services Agreement, between the Company and Blue
Diamond Realty, LLC
|
|
10.16
|
Termination
Agreement, between the Company and Schwartz & Weiss, P.C.
|
|
99.1
|
Press
Release dated December 26, 2006
|