d1050676_6-k.htm
UNITED
STATES
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
For the
month of November 2009
Commission
File Number 001-33922
DRYSHIPS
INC.
80
Kifissias Avenue
Amaroussion
15125, Athens Greece
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of 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): [ ].
Note: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely
to provide an attached annual report to security holders.
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): [ ].
Note: Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the registrant's
"home country"), or under the rules of the home country exchange on which the
registrant's securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been distributed to the
registrant's security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on
EDGAR.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Attached
as Exhibit 1 hereto is Exhibit 1.7 to the Company's Registration Statement on
Form F-3ASR (Registration No. 333-146540) filed on October 5, 2007, as amended
by a Post-Effective Amendment No. 1, filed on October 20, 2008 and
Post-Effective Amendment No. 2, filed on November 17, 2009 (the "Registration
Statement"), which is the Underwriting Agreement dated November 19, 2009 between
DryShips Inc. (the "Company") and Deutsche Bank Securities Inc. ("Deutsche
Bank") relating to the offering of 5.00% Convertible Senior Notes by the
Company.
Attached
as Exhibit 2 hereto is Exhibit 1.8 to the Registration Statement, which is the
Underwriting Agreement dated November 19, 2009 among the Company, Deutsche Bank
and Deutsche Bank AG, London Branch (the "Share Borrower") relating to the
issuance of loan of up to 26,100,000 shares of common stock by the Company (the
"Borrowed Shares").
Attached
as Exhibit 3 hereto is Exhibit 4.8 to the Registration Statement, which is the
First Supplemental Indenture dated November 25, 2009 among the Company, Law
Debenture Trust Company of New York and Deutsche Bank Trust Company Americas as
Paying Agent, Registrar and Conversion Agent.
Attached
as Exhibit 4 hereto is Exhibit 10.8 to the Registration Statement, which is the
Share Lending Agreement dated November 19, 2009 between the Company and the
Share Borrower relating to the Borrowed Shares.
This
Report on Form 6-K and the exhibits hereto are hereby incorporated by reference
into the Company's Registration Statement on Form F-3ASR (Registration No.
333-146540) filed on October 5, 2007, as amended by a Post-Effective Amendment
No. 1, filed on October 20, 2008 and Post-Effective Amendment No. 2, filed on
November 17, 2009.
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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DryShips Inc.
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(Registrant)
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Dated: November
25, 2009
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By: /s/George
Economou
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George
Economou
Chief
Executive Officer
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SK 23113
0005 1050676