- Post-Effective Amendment to an S-8 filing (S-8 POS)
18 Décembre 2009 - 4:21PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 18,
2009
Registration
No. 333-147290
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Registration No. 333-147290
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to Form S-8 Registration Statement No. 333-147290
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
OSG AMERICA L.P.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or Other
Jurisdiction of
Incorporation or Organization)
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11-3812936
(I.R.S.
Employer
Identification No.)
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Two
Harbour Place, 302 Knights
Run Avenue,
Suite 1200, Tampa, FL
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33602
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OSG America L.P.
2007 Omnibus Incentive
Compensation Plan
(Full Titles of
Plans)
Henry P. Flinter
OSG America LLC
Two Harbour Place
302 Knights Run Avenue
Tampa, FL 33602
(813) 209-0600
(Telephone Number, Including Area Code, of Agent For Service)
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 definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.
o
Large
accelerated filer
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x
Accelerated
filer
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o
Non-accelerated
filer
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o
Smaller reporting company
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(Do
not check if a smaller reporting company)
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the Amendment)
relates to the Registration Statement 333-147290 registering 250,000 Common
Units representing limited partner interests (the Units) of OSG America L.P.
(the Partnership) for the OSG America L.P. 2007 Omnibus Incentive
Compensation Plan on Form S-8 (the Registration Statement).
On December 17,
2009, OSG Bulk Ships, Inc., a New York corporation (the Purchaser),
completed, pursuant to Section 15.01 of the amended restated limited
partnership agreement of the Partnership (the Partnership Agreement) (the Repurchase
Right), its purchase of all of the remaining Units that were not tendered
pursuant to the Offer to Purchase dated November 5, 2009.
As a result of the exercise of the Repurchase Right,
the Partnership has terminated any offering of the Partnerships securities
pursuant to the Registration Statement. In accordance with an undertaking made
by the Partnership in Part II of the Registration Statement to remove from
registration, by means of a post-effective amendment, any of the securities
that had been registered for issuance that remain unsold at the termination of
the offering, the Partnership hereby removes from registration all of such
securities of the Company registered but unsold under the Registration
Statement, if any.
2
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 New York, State of New
York, on this 18
th
day of December, 2009.
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OSG AMERICA L.P.
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By: OSG America LLC, its general partner
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By:
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/s/ Myles R. Itkin
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Name: Myles R. Itkin
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Title: President and Chief Executive Officer
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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/
Morten Arntzen
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Chairman of OSG America LLC
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December 18,
2009
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Morten Arntzen
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/s/
Myles R. Itkin
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President, Chief Executive Officer &
Director
(Principal Executive Officer) of OSG America LLC
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December 18,
2009
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Myles R. Itkin
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/s/
Henry P. Flinter
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Chief Financial Officer & Director
(Principal Financial and Accounting Officer) of OSG America LLC
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December 18,
2009
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Henry P. Flinter
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/s/
Robert E. Johnston
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Director of OSG America LLC
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December 18,
2009
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Robert
E. Johnston
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/s/
Steven T. Benz
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Director of OSG America LLC
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December 18,
2009
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Steven
T. Benz
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/s/
James G. Dolphin
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Director of OSG America LLC
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December 18,
2009
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James
G. Dolphin
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/s/
Kathleen C. Haines
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Director of OSG America LLC
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December 18,
2009
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Kathleen
C. Haines
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3
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