Bird Acquisition Corp. - Post-Effective Amendment to an S-8 filing (S-8 POS)
15 Abril 2008 - 3:27PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 15,
2008
Registration No. 333-
128501
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIRD ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
Republic of the Marshall
Islands
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98-0454094
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(State or Other Jurisdiction of Incorporation or
Organization)
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(IRS Employer Identification No.)
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Bird Acquisition Corp.
c/o Excel Maritime Carriers Ltd.
c/o 17th km National Road Athens-Lamia &
Finikos Street
145-64 Nea Kifisia
Athens, Greece
(Address of
principal executive office)
QUINTANA MARITIME LIMITED 2005 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Donald J. Puglisi
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
(302) 738-6680
(Name, Address and Telephone Number, Including Area Code, of Agent for
Service)
Copies to:
Bird
Acquisition Corp.
c/o Excel
Maritime Carriers Ltd.
Attn:
Gabriel Panayotides
c/o 17th km
National Road Athens-Lamia & Finikos Street
145-64 Nea
Kifisia
Athens,
Greece
(011) (30)
(210) 620-9520
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John M. Reiss, Esq.
David M.
Johansen, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036
(212) 819-8200
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(Name, Address and Telephone Number, Including Area Code)
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
x
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Accelerated
filer
o
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Non-accelerated
filer
o
(Do not check if a smaller reporting company)
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Smaller
reporting company
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DEREGISTRATION OF UNSOLD SECURITIES
This
post-effective amendment (this Amendment), filed by Bird Acquisition Corp.
(f/k/a Quintana Maritime Limited) (the Company), deregisters the shares of
the Companys Common Stock, $0.01 par value per share (the Common Stock),
that had been registered under the QUINTANA MARITIME LIMITED 2005 STOCK
INCENTIVE PLAN on the Companys Registration Statement on Form S-8, as
amended, Registration No. 333-128501
(the Registration Statement) that remain unsold as of the date of this
Amendment.
On
April 15, 2008, pursuant to the Agreement and Plan of Merger (the Merger
Agreement), dated as of January 29, 2008, as amended, among Excel
Maritime Carriers Ltd. (Excel), Bird Acquisition Corp. (Merger Sub) and the
Company, Merger Sub merged with and into the Company (the Merger), with the
Company being the surviving entity and becoming a wholly-owned subsidiary of
Excel. Pursuant to the terms of the
Merger Agreement, the Company changed its name from Quintana Maritime Limited
to Bird Acquisition Corp. at the effective time of the Merger. As a result of the Merger, the Company has
terminated all offerings of its securities pursuant to its existing
registration statements on file with the Securities and Exchange Commission,
including the Registration Statement. In
accordance with an undertaking made by the Company in its Registration
Statement to remove from registration, by means of a post-effective amendment,
any shares of Common Stock which remain unsold at the termination of the
offering, the Company hereby removes from registration the shares of its Common
Stock under the Registration Statement which remained unsold as of the date of
this Amendment.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2
to the Registration Statement on Form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Athens, the Republic
of Greece, on April 15, 2008.
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BIRD ACQUISITION CORP.
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By:
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/s/ Gabriel Panayotides
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Gabriel Panayotides
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President
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 to the Registration Statement on Form S-8 has been
signed by the following persons in the capacities and on the date indicated.
/s/
Gabriel Panayotides
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President
(principal executive officer) and Director
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April 15, 2008
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Gabriel
Panayotides
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Secretary
and Director
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April 15, 2008
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/s/
Ismini Panayotides
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Ismini
Panayotides
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Treasurer
(principal financial and accounting officer)
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April 15, 2008
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/s/
Eleftherios Papatrifon
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and
Director
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Eleftherios
Papatrifon
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AUTHORIZED
UNITED STATES REPRESENTATIVE
Pursuant
to the requirements of the Securities Act of 1933, the undersigned, the duly undersigned
representative in the United States of the Company, has signed this
Post-Effective Amendment No. 2 to the Registration Statement on Form S-8
on April 15, 2008.
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By:
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/s/ Donald J. Puglisi
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Donald J. Puglisi
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Authorized Representative
in the United States
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3
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