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
Dated:
January 25, 2010
Commission File No. 001-33311
NAVIOS MARITIME HOLDINGS INC.
85 Akti Miaouli Street, Piraeus, Greece 185 38
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F:
Form 20-F
þ Form 40-F o
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):
Yes o No þ
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):
Yes o No þ
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
On February 2, 2010, Navios Maritime Holdings Inc. (Navios Holdings) issued a press release announcing
the delivery of a new build Capesize vessel and the execution of an agreement to acquire another new build Capesize
vessel. A copy of the press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
On January 20, 2010, Navios
Holdings took delivery of the Navios Antares. On January 27, 2010,
Navios Holdings acquired a new build
Capesize vessel scheduled for delivery in the second quarter of 2011.
The acquisition price for the new build vessel was $52.5
million in cash and $3.0 million of convertible preferred Series D stock.
In connection with the acquisition of the new build vessel, on
January 25, 2010, Navios Holdings filed a Certificate of Designation, Preferences and Rights of Series D Convertible
Preferred Stock with the Registrar of Corporations of the Republic of the Marshall Islands with
respect to the designation of a new Series D Convertible Preferred Stock (the Series D Preferred Stock).
Navios Holdings reserved for future issuance 300 shares of the Series D Preferred Stock.
In general, a holder
of the Series D Preferred Stock will receive an annual dividend equal to 2%, payable
quarterly, until such time as the Series D Preferred Stock converts into common stock. The Series D Preferred
Stock will mandatorily convert into common stock as follows: (1) following the third anniversary of such
preferred stocks issuance, if the common stock closing price is at
least $20.00 per share for 10 consecutive business days, then such outstanding preferred
stock automatically converts at a conversion price of $14.00 per share of common stock; and (2) 30% of the
then-outstanding Series D Preferred Stock will mandatorily convert into common stock five years from the
date of such issuance and any remaining then-outstanding Series D Preferred Stock will mandatorily convert
into common stock ten years from the date of such issuance, all at a $10.00 price per share of common stock.
The holder shall have the right to convert the outstanding shares of such preferred stock into common stock
prior to the scheduled maturity date at a price of $14.00 per share of common stock. A copy of the Certificate
of Designation with respect to the Series D Preferred Stock is filed as Exhibit 3.1 as part of this Report
and is incorporated herein by reference.
On January 27, 2010, Navios
Holdings issued 300 shares of the newly designated Series D Preferred Stock as partial payment
in connection with the acquisition of the new build vessel.
This information contained in this Report is hereby incorporated by reference into the Navios
Registration Statements on Form F-3, File Nos. 333-136936, 333-129382 and 333-141872 and on Form
S-8, File No. 333-147186.
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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NAVIOS MARITIME HOLDINGS INC.
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By: |
/s/ Angeliki Frangou
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Angeliki Frangou |
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Chief Executive Officer Date:
February 4, 2010 |
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