|
Star
Bulk Carriers Corp.
|
|
(Name
of Issuer)
|
|
Common
Stock
|
|
(Title
of Class of Securities)
|
|
Y8162K105
|
|
(CUSIP
Number)
|
|
Nobu
Su
8F
No,126 Sec. 1 Jianguo N Rd.
Jhongshen
District, Taipei City 104
Taiwan,
R.O.C.
Tel:
886 2 2175 0247
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
|
|
July
10, 2008
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
|
If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].
|
|
|
Note: Schedules
filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
|
|
|
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover
page.
|
|
|
The
information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
|
|
CUSIP
No.
|
Y8162K105
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
F5
Capital
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
|
(a)
|
[_]
|
||
|
(b)
|
[X]
|
||
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS*
|
|
|
AF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Cayman
Islands
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
|
7.
|
SOLE
VOTING POWER
|
|
|
0
|
|
8.
|
SHARED
VOTING POWER
|
|
|
3,803,481
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
|
||
|
3,803,481
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
||
|
3,803,481
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
|
|
|
[_]
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
7.0%
|
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
|
CO
|
||
|
*SEE
INSTRUCTIONS BEFORE FILING OUT
|
||
|
CUSIP
No.
|
Y8162K105
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
|
Nobu
Su
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
|
(a)
|
[_]
|
||
|
(b)
|
[X]
|
||
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS*
|
|
|
AF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
[_]
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Republic
of China
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
|
7.
|
SOLE
VOTING POWER
|
|
|
0
|
|
8.
|
SHARED
VOTING POWER
|
|
|
3,803,481
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
|
||
|
3,803,481
|
|||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
||
|
3,803,481
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
|
|
|
[_]
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
7.0%
|
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
|
IN
|
||
|
*SEE
INSTRUCTIONS BEFORE FILING OUT
|
||
|
CUSIP
No.
|
Y8162K105
|
||
|
Item
1.
|
Security
and Issuer.
|
|
This
Amendment No. 1 to Schedule 13D, which amends the statement on Schedule
13D dated December 13, 2007, (the “Original
13D”)
relates to the shares of common stock, par value $0.01 (the “Common
Stock”), of Star Bulk Carriers Corp., a Marshall Islands corporation (the
“Issuer”), and is being filed pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The
principal executive offices of the Issuer are located at 40 Ag.
Konstantinou Avenue, Aethrion Center, Suite B34, Maroussi 15124, Athens,
Greece.
|
||
|
Item
2.
|
Identity
and Background.
|
|
(a)
|
This
Schedule 13D is being filed by F5 Capital (“F5”) and Mr. Nobu Su, the
Director of F5 (“Nobu Su”, and together with F5, the “Reporting
Persons”).
|
||
|
(b)
|
The
principal business address for each of the Reporting Persons
is:
F5
Capital
Campbell
Corporate Services Limited
Scotia
Centre
P.O.
Box 268
Grand
Cayman KY1-1104
Cayman
Islands
|
||
|
(c)
|
The
principal business of F5 is to carry on the business of an investment
company and for that purpose to invest and deal in securities, including
to act as nominee for TMT Co., Ltd. (“TMT”), an
affiliate of F5 which maintains an international fleet of shipping
carriers. The principal occupation of Nobu Su is to serve as
Chief Executive Officer of TMT.
|
||
|
F5
is wholly-owned by Nobu Su and, as a result, Nobu Su may be deemed to
control such entity. Accordingly, Nobu Su may be deemed to have
a beneficial interest in the shares of Common Stock by virtue of F5’s
power to vote and/or dispose of the shares of Common Stock. F5
and Nobu Su disclaim beneficial ownership of the shares of Common Stock
except to the extent of their pecuniary interest, if any,
therein.
|
|||
|
(d)
|
Neither
of the Reporting Persons has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
|
||
|
(e)
|
Neither
of the Reporting Persons was, during the last five years, a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
|
||
|
(f)
|
The
citizenship of each Reporting Person is as follows:
F5:
Cayman Islands corporation; and
Nobu
Su: Citizen of the Republic of China.
|
||
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
|
The
funds used for the acquisition of the shares of Common Stock consisted of
consideration from the sale of eight drybulk carriers by affiliates of the
Reporting Persons to the Issuer, as described in Item 4 on the
Original 13D.
|
|
| No borrowed funds were used to purchase the shares of Common Stock, other than any borrowed funds used for working capital purposes in the ordinary course of business. | |
|
Item
4.
|
Purpose
of Transaction.
|
|
The
Original 13D is being amended to report the following:
|
|
|
1. On
June 20, 2008, TMT and certain of its affiliates entered into a private
agreement (the “Agreement”) with Oceanbulk Shipping & Trading SA
(“Oceanbulk”) to transfer shares of Common Stock in settlement of certain
commercial obligations of TMT (which obligations were and are unrelated to
the Issuer and its business). Pursuant to the Agreement, on
July 10, 2008, F5 transferred an aggregate of 9,537,645 shares of Common
Stock to Glassy Sea Navigation Limited (2,384,411 shares), Legion Finance
Inc. (2,384,412 shares), Marquis Shipholding Ltd (2,384, 411 shares) and
Venere Shipholding S.A (2,384,411 shares). Mr. Nobu Su, the
sole director and shareholder of F5, is a member of the board of directors
of the Issuer. Petros Pappas, the non-executive Chairman of the
Issuer, is also the founder of Oceanbulk.
|
|
|
2. On
July 17, 2008, the Issuer issued to F5 803,481 shares of Common Stock
pursuant to the terms of that certain Master Agreement, dated January 12,
2007, as amended, by and among Star Maritime Acquisition Corp., the Issuer
and TMT (which agreement was filed as an exhibit to the Original
13D).
|
|
| The Reporting Persons have acquired their Common Stock of the Issuer for investment. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any material change in the present capitalization or dividend policy of the Issuer; (c) any material change in the operating policies or corporate structure of the Issuer; (d) any change in the Issuer's charter or by-laws; (e) the Common Stock of the Issuer ceasing to be authorized to be quoted in the NASDAQ inter-dealer quotation system; or (f) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. | |
| The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in items (a) through (f) of the preceding paragraph) or formulate and implement plans or proposals with respect to any of the foregoing. | |
|
The
Reporting Persons reserve the right to act in concert with any other
shareholders of the Issuer, or other persons, for a common purpose should
they determine to do so, and/or to recommend courses of action
to management and the shareholders of the Issuer.
|
|
|
Item
5.
|
Interest
in Securities of the Issuer.
|
|
(a)
|
As
of the date hereof, F5 may be deemed to be the beneficial owner of
3,803,481 shares of Common Stock, representing approximately 7.0% of the
Common Stock outstanding and deemed to be outstanding based upon the
Issuer’s Form 20-F filed with the SEC on June 30, 2008. F5
specifically disclaims beneficial ownership in the shares of Common Stock
reported herein except to the extent of its pecuniary interest
therein.
As
of the date hereof, Nobu Su may be deemed to be the beneficial owner of
3,803,481 shares of Common Stock, representing approximately 7.0% of the
Common Stock outstanding and deemed to be outstanding based upon the
Issuer’s Form 20-F filed with the SEC on June 30, 2008. Nobu Su
specifically disclaims beneficial ownership in the shares of Common Stock
reported herein except to the extent of his pecuniary interest
therein.
|
||
|
(b)
|
F5
has the sole power to vote or direct the vote of 0 shares of Common Stock;
has the shared power to vote or direct the vote of 3,803,481 shares of
Common Stock; has sole power to dispose or direct the disposition of 0
shares of Common Stock; and has shared power to dispose or direct the
disposition of 3,803,481 shares of Common Stock.
Nobu
Su has the sole power to vote or direct the vote of 0 shares of Common
Stock; has the shared power to vote or direct the vote of 3,803,481 shares
of Common Stock; has sole power to dispose or direct the disposition of 0
shares of Common Stock; and has shared power to dispose or direct the
disposition of 3,803,481 shares of Common Stock.
|
||
|
(c)
|
Other
than the disposition described in Item 5(a), no transactions in Common
Stock were effected by the Reporting Persons during the past sixty
days.
|
||
|
(d)
|
No
person other than the Reporting Persons is known to have the right to
receive, or the power to direct the receipt of, dividends from, or
proceeds from the sale of, the Shares reported in this Schedule
13D.
|
||
|
(e)
|
Not
applicable.
|
||
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
|
|
|
Except
for the matters described herein and on the Original 13D, neither the
Reporting Persons nor, to the best knowledge of any Reporting Person, any
of the persons listed in Item 2 has any contract, arrangement,
understanding or relationship with any person with respect to any
securities of the Issuer.
|
||
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
1.
Joint Filing Agreement, by and among the Reporting Persons,
dated July 29, 2008
|
||
|
F5
CAPITAL
By:
/s/
Nobu
Su
Name:
Nobu Su
Title:
Director
|
|
|
By:
/s/ Nobu
Su
Name:
Nobu Su
|
|
F5
CAPITAL
By:
/s/ Nobu
Su
Name:
Nobu Su
Title:
Director
|
|
|
By: /s/ Nobu
Su
Name:
Nobu Su
|