Securities Registration: Employee Benefit Plan (s-8)
08 Août 2022 - 10:27PM
Edgar (US Regulatory)
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 |
|
13-2637623 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(I.R.S.
Employer
Identification
No.) |
302 Knights
Run Avenue, Tampa, Florida |
|
33602 |
(Address of principal executive
office) |
|
(Zip Code) |
OVERSEAS
SHIPHOLDING GROUP, INC.
2019
INCENTIVE COMPENSATION PLAN for MANAGEMENT
(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
(Name
and address of agent for service)
(813)
209-0600
(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
(Name
and address of agent for service)
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 |
☐ |
Accelerated
filer |
☒ |
Non-accelerated
filer |
☐ |
Smaller
reporting company |
☒ |
|
|
Emerging
growth company |
☐ |
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. ☐
EXPLANATORY
NOTE; INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION
STATEMENT ON FORM S-8 (NO. 333-237228)
This
registration statement registers additional securities of the same class as other securities for which a registration statement filed
on Form S-8 relating to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management (the “Management Plan”)
is already effective. Pursuant to Instruction E to Form S-8, we incorporate by reference into this registration statement the contents
of the registration statement on Form S-8 (File No. 333- 237228) that we filed with the Securities and Exchange Commission (the “SEC”)
on March 17, 2020 relating to the registration of 4,000,000 shares of our Class A common stock (“Common Stock”) authorized
for issuance under the Management Plan. This registration statement provides for the registration of an additional 5,000,000 shares of
Common Stock to be issued under the Management Plan. These 5,000,000 shares represent an increase in the number of shares of Common Stock
reserved for issuance under the Management Plan, which increase was approved by the stockholders on June 1, 2022, at the annual meeting
of stockholders of Overseas Shipholding Group, Inc. (the “Registrant”). As a result of the foregoing, the number of shares
of Common Stock reserved under the Management Plan is now 9,000,000.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Registrant with the SEC are incorporated herein by reference:
|
(a) |
The Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on March 9, 2022; |
|
(c) |
The
Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, filed on
May 9, 2022 and August 8, 2022, respectively; and |
|
(d) |
The description of our
common stock, which is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
contained in Exhibit 4.1 to the Annual Report, including any amendments or reports filed for the purpose of updating such description. |
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this registration
statement and prior to the filing of a post-effective amendment to this registration statement 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 the rules of the SEC shall not be deemed incorporated by reference into
this registration statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or
in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration
statement.
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):
Exhibit
Number |
|
Description |
|
Filed
Herewith |
4.1 |
|
Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 9, 2016) |
|
|
4.2 |
|
Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on August 8, 2014) |
|
|
4.3 |
|
Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management (filed as Appendix A to the Registrant’s Form DEF14A filed April 16, 2019 and dated May 30, 2019) |
|
|
4.4 |
|
Amendment No. 1 to Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management (filed as Appendix A to the Registrant’s Form DEF14A dated April 19, 2022 |
|
|
5.1 |
|
Opinion of General Counsel, Overseas Shipholding Group, Inc. |
|
x |
23.1 |
|
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm |
|
x |
24.1 |
|
Power of Attorney (filed as part of signature pages) |
|
x |
107 |
|
Filing Fee Table |
|
x |
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 August 8, 2022.
OVERSEAS
SHIPHOLDING GROUP, INC. |
|
|
|
By: |
/s/
Samuel H. Norton |
|
Name: |
Samuel
H. Norton |
|
Title: |
Chief
Executive Officer |
|
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 |
|
Title |
|
Date |
|
|
|
|
|
/s/
Samuel H. Norton |
|
President,
Chief Executive Officer and Director |
|
|
Samuel
H. Norton |
|
(Principal
Executive Officer and Director) |
|
August
8, 2022 |
|
|
|
|
|
/s/
Richard Trueblood |
|
Vice
President and Chief Financial Officer |
|
|
Richard
Trueblood |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
August
8, 2022 |
|
|
|
|
|
/s/
Douglas D. Wheat |
|
|
|
|
Douglas
D. Wheat |
|
Director |
|
August
8, 2022 |
|
|
|
|
|
/s/
John P. Reddy |
|
|
|
|
John
P. Reddy |
|
Director |
|
August
8, 2022 |
|
|
|
|
|
/s/
Joseph I. Kronsberg |
|
|
|
|
Joseph
I. Kronsberg |
|
Director |
|
August
8, 2022 |
|
|
|
|
|
/s/
Anja L. Manuel |
|
|
|
|
Anja
L. Manuel |
|
Director |
|
August
8, 2022 |
|
|
|
|
|
/s/
Julie E. Silcock |
|
|
|
|
Julie
E. Silcock |
|
Director |
|
August
8, 2022 |
|
|
|
|
|
/s/
Gary Eugene Taylor |
|
|
|
|
Gary
Eugene Taylor |
|
Director |
|
August
8, 2022 |
|
|
|
|
|
/s/
Rebecca DeLaet |
|
|
|
|
Rebecca
DeLaet |
|
Director |
|
August
8, 2022 |
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