SEC Comment Letter for TOP SHIPS INC. (TOPS) (CIK 0001296484) (TOPS) — Dec 19, 2011
TOP SHIPS INC. (TOPS) (CIK 0001296484)
Date: Dec. 19, 2011 · CIK: 0001296484 · Accession: 0000000000-11-072571
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-50859
Letter
December 19, 2011 Via E-mail Alexandros Tsirikos Chief Financial Offi cer and Director Top Ships Inc. 1 Vas. Sofias and Meg. Alexandrou Str. 15124 Maroussi, Greece Re: Top Ships Inc. Form 20-F for Fiscal Year Ended December 31, 2010 Filed April 11, 2011 File No. 000-50859
Dear Mr. Tsirikos: We have reviewed your response letter date d December 9, 2011 and have the following comment. Please respond to this letter within 10 bus iness days by confirming that you will revise your document in future filings and providing an y requested information. If you do not believe our comments apply to your facts and circumst ances, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 6-K Filed October 21, 2011
1. We note your response to prior comment 4 and the issuance of common stock pursuant to an equity line financing agreement per the Form 6-K filed on October 21, 2011. We note that these shares were sold to an affiliat e, Sovereign Holdings, Inc., a company wholly owned by the company’s President, Chief Ex ecutive Officer and Director, Evangelos J. Pistiolis. This issuance of 11,111,111 shares fo r $5 million resulted in a stock price of $.45 per share. This price represents a disc ount of approximately 80% from the October 21st share price of $2.16 per share, and a 55% discount from the share price on October 11th, the date of the stock’s lowest pri ce in fiscal 2011, of $1.02 per share.
Please tell us the reason the shares were sold as such a significan t discount from their market price. Also tell us how you have accounted for this transaction, including whether the discount given on the share pr ice is attributable to any it em that requires specific accounting treatment in the financial statem ents. As we note several relationships between Mr. Pistiolis and the company, your response should also address whether there is an accounting impact resulting fr om any of these relationships.
Alexandros Tsirikos Top Ships Inc. December 19, 2011 Page 2
Lastly, assuming a satisfactory response to th e above items, please provide disclosure in your Form 20-F for the period ended December 31, 2011 to include the following:
the stock sale to an affiliate, incl uding a description of the relationship the reasons for the financing as well as the terms of the agreement the amount of the discount to market price and the reasons for such discount the accounting treatment for the transaction(s)
Please provide a draft of your intende d disclosure in your response.
You may contact Theresa Me ssinese at 202-551-3307 or Jo e Foti at 202-551-3816 if you have questions regarding comments on the financ ial statements and related matters. Please contact me at 202-551-3380 w ith any other questions.
Sincerely,
/s/ Lyn Shenk Lyn Shenk
Branch Chief
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December 19, 2011 Via E-mail Alexandros Tsirikos Chief Financial Offi cer and Director Top Ships Inc. 1 Vas. Sofias and Meg. Alexandrou Str. 15124 Maroussi, Greece Re: Top Ships Inc. Form 20-F for Fiscal Year Ended December 31, 2010 Filed April 11, 2011 File No. 000-50859 Dear Mr. Tsirikos: We have reviewed your response letter date d December 9, 2011 and have the following comment. Please respond to this letter within 10 bus iness days by confirming that you will revise your document in future filings and providing an y requested information. If you do not believe our comments apply to your facts and circumst ances, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 6-K Filed October 21, 2011 1. We note your response to prior comment 4 and the issuance of common stock pursuant to an equity line financing agreement per the Form 6-K filed on October 21, 2011. We note that these shares were sold to an affiliat e, Sovereign Holdings, Inc., a company wholly owned by the company’s President, Chief Ex ecutive Officer and Director, Evangelos J. Pistiolis. This issuance of 11,111,111 shares fo r $5 million resulted in a stock price of $.45 per share. This price represents a disc ount of approximately 80% from the October 21st share price of $2.16 per share, and a 55% discount from the share price on October 11th, the date of the stock’s lowest pri ce in fiscal 2011, of $1.02 per share. Please tell us the reason the shares were sold as such a significan t discount from their market price. Also tell us how you have accounted for this transaction, including whether the discount given on the share pr ice is attributable to any it em that requires specific accounting treatment in the financial statem ents. As we note several relationships between Mr. Pistiolis and the company, your response should also address whether there is an accounting impact resulting fr om any of these relationships. Alexandros Tsirikos Top Ships Inc. December 19, 2011 Page 2 Lastly, assuming a satisfactory response to th e above items, please provide disclosure in your Form 20-F for the period ended December 31, 2011 to include the following: the stock sale to an affiliate, incl uding a description of the relationship the reasons for the financing as well as the terms of the agreement the amount of the discount to market price and the reasons for such discount the accounting treatment for the transaction(s) Please provide a draft of your intende d disclosure in your response. You may contact Theresa Me ssinese at 202-551-3307 or Jo e Foti at 202-551-3816 if you have questions regarding comments on the financ ial statements and related matters. Please contact me at 202-551-3380 w ith any other questions. Sincerely, /s/ Lyn Shenk Lyn Shenk Branch Chief