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 July 2017
Commission File Number 001-33922

DRYSHIPS INC.

109 Kifissias Avenue and Sina Street
151 24, Marousi
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 to this report on Form 6-K as Exhibit 1 is a copy of the Articles of Amendment to the Amended and Restated Articles of Incorporation of DryShips Inc. (the "Company"), filed with the Registrar of Corporations of the Republic of the Marshall Islands on July 20, 2017. The Articles of Amendment relate to the previously announced 7:1 reverse stock split of the Company's issued common shares that became effective at the opening of trading on July 21, 2017.

The information contained in this report on Form 6-K is hereby incorporated by reference into the Company's registration statements on Form F-3 (File Nos. 333-202821 and 333-216826).


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.


 
 
DRYSHIPS INC.
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
Dated:  July 25, 2017
By:
/s/ Anthony Kandylidis
 
 
 
Anthony Kandylidis
 
 
 
President and Chief Financial Officer
 



Exhibit 1
 
 
ARTICLES OF AMENDMENT
 
OF
 
DRYSHIPS INC.
Reg. No. 11911

 
REPUBLIC OF THE MARSHALL ISLANDS
 
REGISTRAR OF CORPORATIONS
 
DUPLICATE COPY
 
The original of this Document was filed in
accordance with Section 5 of the
Business Corporations Act on
 
                                                      NON RESIDENT
 
 
   
 
July 20, 2017
 
 
/s/ Kevin Kucher
 
Deputy Registrar Registrar
 


 
ARTICLES OF AMENDMENT TO THE
 
AMENDED AND RESTATED ARTICLES OF INCORPORATION
 
OF
 
DRYSHIPS INC.
 
PURSUANT TO SECTION 90 OF
 
THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT
 

I, Anthony Kandylidis, as the President and Chief Financial Officer   of DryShips Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Corporation"), for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certify that:

1.
The name of the Corporation is: DRYSHIPS INC.

2.
The Articles of Incorporation were filed with the Registrar of Corporations as of the 9 th day of September 2004.

3.
Articles of Amendment were filed with the Registrar of Corporations on the 18 th day of October 2004.

4.
Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on the 31 st day of January 2005.

5.
Articles of Amendment were filed with the Registrar of Corporations on the 14 th day of September 2006.

6.
Articles of Amendment were filed with the Registrar of Corporations on the 17 th day of January 2008.

7.
The Statement of Designations of rights, preferences and privileges of the Corporation's Series A Participating Preferred Stock was filed with the Registrar of Corporations on the 18 th day of January 2008.

8.
The Statement of Designations of rights, preferences and privileges of the Corporation's Series A Convertible Preferred Stock was filed with the Registrar of Corporations on the 15 th day of July 2009.

9.
The Statement of Designations of rights, preferences and privileges of the Corporation's Series B Preferred Stock was filed with the Registrar of Corporations on the 28 th day of December 2015.

10.
Articles of Amendment were filed with the Registrar of Corporations on the 10 th day of March 2016.

11.
The Statement of Designations, preferences and rights of the Corporation's Series C Convertible Preferred Stock was filed with the Registrar of Corporations on the 8 th day of June 2016.

12.
Articles of Amendment were filed with the Registrar of Corporations on the 12 th day of August 2016.

13.
The Statement of Designations of rights, preferences and privileges of the Corporation's Series D Preferred Stock was filed with the Registrar of Corporations on the 9 th day of September 2016.

14.
Articles of Amendment were filed with the Registrar of Corporations on the 31 st day of October 2016.

15.
The Statement of Designations, preferences and rights of the Corporation's Series E-1 Convertible Preferred Stock was filed with the Registrar of Corporations on the 16 th day of November 2016.

16.
The Statement of Designations, preferences and rights of the Corporation's Series E-2 Convertible Preferred Stock was filed with the Registrar of Corporations on the 16 th day of November 2016.

17.
Articles of Amendment were filed with the Registrar of Corporations on the 20 th day of January 2017.

18.
Articles of Amendment were filed with the Registrar of Corporations on the 10 th day of April 2017.

19.
Articles of Amendment were filed with the Registrar of Corporations on the 10 th day of May 2017.

20.
Articles of Amendment were filed with the Registrar of Corporations on the 21 st day of June, 2017.

21.
Section D of the Amended and Restated Articles of Incorporation is hereby amended by adding the following paragraph:

"(j)            Reverse Stock Split .  Effective with the commencement of business on July 21, 2017, the Corporation shall effect a one-for-seven reverse stock split as to its issued shares of common stock, par value $0.01 per share. No fractional shares shall be issued and, in lieu thereof, holders of the Corporation's common stock, par value $0.01 per share, shall receive a cash payment.  As a result of the reverse stock split, the number of issued shares of the Corporation's common stock, par value $0.01 per share, shall decrease from 36,296,095 to approximately 5,185,156 which may be further adjusted for the cancellation of fractional shares. The reverse stock split shall not change the number of registered shares of common stock, par value $0.01 per share, the Corporation is authorized to issue or the par value of the common stock. The stated capital of the Corporation shall be reduced from $362,960.95 to $51,851.56, which may be further adjusted for the cancellation of fractional shares, and the amount of $311,109.39, which may be further adjusted for the cancellation of fractional shares, is allocated to surplus."

22.
All of the other provisions of the Amended and Restated Articles of Incorporation shall remain unchanged.

23.
This amendment to the Amended and Restated Articles of Incorporation was authorized by vote of the holders of a majority of the voting power of the total number of shares of the Corporation issued and outstanding and entitled to vote thereon at the annual meeting of shareholders of the Corporation held on May 2, 2017, and by the Corporation's Board of Directors on July 18, 2017.


[REMAINDER OF PAGE LEFT BLANK]

IN WITNESS WHEREOF , I have executed this Amendment to the Amended and Restated Articles of Incorporation on this 18 th day of July, 2017.

     
     
 
/s/ Anthony Kandylidis
 
 
Name: Anthony Kandylidis
Title:   President and Chief Financial Officer
 

 
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