As filed with the Securities and Exchange Commission on October 21, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TSAKOS ENERGY NAVIGATION LIMITED
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrants Name into English)
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Bermuda
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Not Required
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(State or other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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367 Syngrou Avenue
175 64 P. Faliro
Athens,
Greece
011-30210-9407710
(Address and Telephone number of Registrants principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address and telephone number of agent for service)
Copies to:
Finn
Murphy, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York,
New York 10178
(212) 309-6704
(212) 309-6001 (facsimile)
Approximate Date of Commencement of Proposed Sale of the Securities to the Public: From time to time after the effective
date of this Registration Statement.
If only securities being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if 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. ☐
The term new or revised financial accounting standard refers to any updated issued by the Financial
Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)(2)
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Proposed
Maximum
Aggregate
PricePer Share(3)
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Proposed
Maximum
Aggregate
Offering Price(3)
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Amount of
Registration Fee
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Common Shares, par value $1.00 per share
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11,666,666
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$3.85
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$44,916,665
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$5,830.19
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(1)
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Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number of common shares being registered on
behalf of the selling shareholder shall be adjusted automatically to include any common shares that may become issuable as a result of any share distribution, split, combination or similar transaction.
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(2)
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Represents 11,666,666 common shares issuable upon conversion of the Series G Redeemable Convertible Perpetual
Preferred Shares held by the selling shareholder listed herein.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act of 1933, as amended. The price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices per share of the common shares on October 18, 2019 as reported on the New York Stock
Exchange.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.