Securities Registration: Employee Benefit Plan (s-8)
11 Maggio 2020 - 9:55PM
Edgar (US Regulatory)
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
OVERSEAS
SHIPHOLDING GROUP, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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13-2637623
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
Number)
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302
Knights Run Avenue
Tampa,
Florida 33602
(813)
209-0600
(Address
of Principal Executive Offices) (Zip Code)
OVERSEAS
SHIPHOLDING GROUP, INC. NON-EMPLOYEE DIRECTOR INCENTIVE COMPENSATION PLAN,
AS AMENDED AND RESTATED
(Full
Title of the Plan)
Susan
Allan
Vice
President, General Counsel and Corporate Secretary
Overseas
Shipholding Group, Inc.
302
Knights Run Avenue
Tampa,
Florida 33602
Telephone:
(813) 209-0600
(Name,
Address, and Telephone Number, Including Area Code, of Agent for Service)
copy
to:
Robert
B. Lamm, Esq.
Gunster,
Yoakley & Stewart, P.A.
450
E. Las Olas Blvd., Suite 1400
Fort
Lauderdale, Florida 33301
(954)
462-2000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
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Accelerated
filer [X]
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Non-accelerated
filer [ ] (Do not check if a smaller reporting company)
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Smaller
reporting company [X]
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Emerging
growth company [ ]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.[ ]
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount
to Be Registered (1)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Class A Common Stock, $0.01 par value per share
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1,500,000 shares
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(1)
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$
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2.38
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(2)
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$
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3,570,000
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(2)
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$
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464.00
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(1)
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Represents
the additional shares of Class A common stock, $0.01 par value per share (the “Common Stock”), of Overseas
Shipholding Group, Inc. (the “Registrant”) issuable in connection with equity awards under the Overseas
Shipholding Group, Inc. Non-Employee Director Incentive Compensation Plan, as amended and restated (the “Director
Plan”). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Director
Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction affected without the receipt
of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
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(2)
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Estimated
solely for the purposes of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based
on the average of the high and low prices of the Common Stock of the Registrant as reported on the NYSE on May 4, 2020.
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PART
I
INFORMATION
REQUIRED IN SECTION 10(a) PROSPECTUS
The
information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of
Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The document(s) containing the information
specified in Part I of Form S-8 will be sent or given to the recipients of the applicable grants, as required by Rule 428 under
the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which previously have been filed by the Registrant with the Commission, are incorporated herein by reference
and made a part hereof:
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1.
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The
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Commission on March
13, 2020 (the “Annual Report”);
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2.
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All
other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)
since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above; and
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3.
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The
description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-06479),
filed with the Commission on June 23, 2016.
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All
documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that
all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however,
that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed
incorporated by reference into this Registration Statement. Any statement contained in any document incorporated or deemed to
be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except
as modified or superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law, as amended (“DGCL”) provides that a corporation may indemnify
directors and officers as well as other employees and individuals of such corporation against expenses, including attorneys’
fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil,
criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted
in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard
is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys’
fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there
can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, by-laws,
disinterested director vote, securityholder vote, agreement or otherwise.
The
Registrant’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws provide for indemnification
of directors and officers to the fullest extent permitted by law, including payment of expenses in advance of resolution of any
such matter. The Registrant’s Amended and Restated Certificate of Incorporation eliminates the potential personal monetary
liability of its directors to the Company or its securityholders for breaches of their duties as directors except as otherwise
required under the DGCL.
In
addition, the Registrant has entered into separate indemnification agreements with certain of its directors and officers. Each
indemnification agreement provides, among other things, for indemnification to the fullest extent permitted by law against any
and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements also
provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to the Registrant if it is found
that such indemnitee is not entitled to such indemnification under applicable law.
Section
145(g) of the DGCL provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person
who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity,
or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person
against such liability under the provisions of the DGCL. The Registrant maintains insurance policies that provide coverage to
its directors and officers against certain liabilities.
Item
7. Exemption From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
Item
9. Undertakings.
(a)
The undersigned Registrant hereby undertakes:
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(1)
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To file,
during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
Registration Statement;
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(iii)
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To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
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provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant 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 registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 11, 2020.
OVERSEAS
SHIPHOLDING GROUP, INC.
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By:
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/s/
Samuel H. Norton
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Name:
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Samuel
H. Norton
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Title:
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Chief
Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Samuel H.
Norton and Susan Allan, and each of them acting individually, as his or her true and lawful attorney-in-fact, each with full power
of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (unless
revoked in writing), to sign any and all amendments (including post-effective amendments thereto) to this registration statement
on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to such attorney-in-fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as full to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature
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Title
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Date
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/s/
Samuel H. Norton
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President,
Chief Executive Officer and Director
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Samuel
H. Norton
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(Principal
Executive Officer and Director)
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May 8, 2020
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/s/
Richard Trueblood
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Vice
President and Chief Financial Officer
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Richard
Trueblood
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(Principal
Financial Officer and Principal Accounting Officer)
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May
8, 2020
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/s/
Douglas D. Wheat
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Douglas
D. Wheat
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Director
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May
9, 2020
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/s/
John P. Reddy
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John
P. Reddy
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Director
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May
8, 2020
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/s/
Joseph I. Kronsberg
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Joseph
I. Kronsberg
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Director
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May
8, 2020
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/s/
Anja L. Manuel
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Anja
L. Manuel
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Director
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May
11, 2020
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/s/
Julie E. Silcock
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Julie
E. Silcock
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Director
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May
8, 2020
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/s/
Gary Eugene Taylor
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Gary
Eugene Taylor
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Director
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May
8, 2020
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/s/
Ty E. Wallach
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Ty
E. Wallach
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Director
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May
8, 2020
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EXHIBIT
INDEX
Grafico Azioni Overseas Shipholding Gro... (CE) (USOTC:OVSPW)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Overseas Shipholding Gro... (CE) (USOTC:OVSPW)
Storico
Da Lug 2023 a Lug 2024