As
filed with the Securities and Exchange Commission on July 10, 2024
Registration
No. 333-208736
Registration
No. 333-218554
Registration
No. 333-237228
Registration
No. 333-238158
Registration
No. 333-266646
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-208736
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-218554
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-237228
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-238158
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-266646
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) |
|
(IRS
Employer
Identification
No.) |
Two
Harbour Place
302
Knights Run Avenue, Suite 1200
Tampa,
Florida 33602
(Address
of Principal Executive Office)
Overseas
Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management
Overseas
Shipholding Group, Inc. Management Incentive Compensation Plan
Overseas
Shipholding Group, Inc. Non-Employee Director Incentive Compensation Plan
Overseas Shipholding Group, Inc. Non-Employee Director Incentive
Compensation Plan, as Amended and Restated
(Full
title of plans)
Susan
M. Allan
Vice
President, General Counsel and Corporate Secretary
Overseas
Shipholding Group, Inc.
Two
Harbor Place
302
Knights Run Avenue, Suite 1200
Tampa,
Florida 33602
(813)
209-0600
(Name,
address and telephone number, including area code, of agent for service)
Copies
to:
Philip
Richter
Ryan
Messier
Fried,
Frank, Harris, Shriver & Jacobson LLP
One
New York Plaza
New
York, NY 10004
(212)
859-8000
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 |
☒ |
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|
|
|
Non-accelerated
filer |
☐ |
Smaller
reporting company |
☐ |
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|
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
DEREGISTRATION
OF SECURITIES
These
Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8
(each, a “Registration Statement,” and collectively, the “Registration Statements”) filed with the Securities
and Exchange Commission (the “SEC”) by Overseas Shipholding Group, Inc. (“OSG” or the “Registrant”):
|
● |
Registration
Statement on Form S-8 (File No. 333-208736), registering 40,000,000 shares of Class A common stock of OSG, par value $0.01 per share
(the “Class A Common Stock”), with 37,000,000 shares of Class A Common Stock registered for grants under the Overseas
Shipholding Group, Inc. Management Incentive Compensation Plan and 3,000,000 shares of Class A Common Stock registered for grants
under the Overseas Shipholding Group, Inc. Non-Employee Director Incentive Compensation Plan, filed
with the SEC on December 23, 2015; |
|
|
|
|
● |
Registration
Statement on Form S-8 (File No. 333-218554), registering 1,500,000 shares of Class A Common Stock to be issued under the Overseas
Shipholding Group, Inc. Non-Employee Director Incentive Compensation Plan, as amended and restated (the “Restated Director
Plan”), filed with the SEC on June 7, 2017; |
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|
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● |
Registration
Statement on Form S-8 (File No. 333-237228), registering 4,000,000 shares of Class A Common Stock to be issued under the Overseas
Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management (the “2019 Plan”), filed with the SEC on March
17, 2020; |
|
|
|
|
● |
Registration
Statement on Form S-8 (File No. 333-238158), registering 1,500,000 additional shares of Class A Common Stock to be issued
under the Restated Director Plan, filed with the SEC on May 11, 2020; and |
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● |
Registration
Statement on Form S-8 (File No. 333-266646), registering 5,000,000 additional shares of Class A Common Stock to be issued
under the 2019 Plan, filed with the SEC on August 8, 2022. |
On
July 10, 2024, pursuant to that certain Agreement and Plan of Merger, dated as of May 19, 2024 (the “Merger Agreement”),
by and among OSG, Saltchuk Resources, Inc., a Washington corporation (“Parent”), and Seahawk MergeCo., Inc., a Delaware corporation
and wholly owned subsidiary Parent (“Merger Sub”), Merger Sub merged with and into OSG, with OSG surviving as a wholly owned
subsidiary of Parent (the “Merger”).
As
a result of the Merger and the other transactions contemplated by the Merger Agreement, OSG has terminated any and all offerings of its
securities pursuant to the Registration Statements. In accordance with an undertaking made by OSG in the Registration Statements to remove
from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain
unissued at the termination of the offerings, by filing these Post-Effective Amendments, OSG hereby removes from registration all securities
registered but unsold under such Registration Statements, if any, as of the date hereof, and the Registration Statements are hereby amended,
as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida on July 10, 2024.
|
OVERSEAS
SHIPHOLDING GROUP, INC. |
|
|
|
|
By: |
/s/
Samuel H. Norton |
|
Name: |
Samuel
H. Norton |
|
Title: |
Chief
Executive Officer |
No
other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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