Securities Registration (section 12(b)) (8-a12b)
October 13 2017 - 1:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
SEASPAN
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Republic of The Marshall Islands
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N/A
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(State of Incorporation or Organization)
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(IRS Employer Identification No.)
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Unit 2, 2nd Floor, Bupa Centre,
141 Connaught Road West,
Hong Kong
China
(Address of principal executive office)
If this form relates to the
registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), check the following box. ☐
Securities Act registration statement file number to which this form
relates: 333-211545.
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
To Be So Registered
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Name Of Each Exchange On Which
Each Class Is To Be Registered
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7.125% Notes due 2027
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New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description of Registrants Securities to be Registered.
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A description of the
7.125% Notes due 2027 of Seaspan Corporation (the Registrant) is set forth under the caption Description of Notes in the prospectus filed by the Registrant on October 3, 2017, pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, which prospectus constitutes a part of the Registrants Registration Statement on Form
F-3
(Registration
No. 333-211545),
filed with
the Securities and Exchange Commission (the SEC) on April 19, 2017, as amended (including post-effective amendments). Such prospectus, in the form in which it is so filed, shall be deemed to be incorporated herein by reference.
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3.1
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Amended and Restated Articles of Incorporation of Seaspan Corporation (incorporated herein by reference to Exhibit 3.1 to the Companys Amendment
No. 2 to Form
F-1/A
(File
No. 333-126762),
filed with the SEC on August 4, 2005).
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3.2
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Articles of Amendment to the Articles of Incorporation of Seaspan Corporation (incorporated herein by reference to Exhibit 3.2 to the Companys
Form
8-A
(File
No. 001-32591),
filed with the SEC on February 13, 2014).
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3.3
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Second Articles of Amendment to the Amended and Restated Articles of Incorporation of Seaspan Corporation (incorporated herein by reference to
Exhibit 3.3 to the Companys Form
6-K
(File
No. 001-32591),
filed with the SEC on April 30, 2015).
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3.4
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Amended and Restated Bylaws of Seaspan Corporation (incorporated herein by reference to Exhibit 1.2 to the Companys Annual Report on Form
20-F
for the year ended December 31, 2011 (File
No. 001-32591),
filed with the SEC on March 23, 2012).
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3.5
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First Amendment to the Amended and Restated Bylaws of Seaspan Corporation (incorporated herein by reference to Exhibit
3.5 to the Companys Form
6-K
(File
No. 001-32591),
filed with the SEC on April 30, 2015).
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3.6
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Second Amendment to the Amended and Restated Bylaws of Seaspan Corporation (incorporated herein by reference to Exhibit
3.3 to the Companys Form
6-K
(File
No. 001-32591),
filed with the SEC on April 28, 2017).
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4.1
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Base Indenture, dated October
10, 2017, between Seaspan Corporation and The Bank of New York Mellon (incorporated herein by reference to Exhibit 4.1 to the Companys Form
6-K
(File
No.
001-32591),
filed with the SEC on October 12, 2017).
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4.2
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First Supplemental Indenture, dated October
10, 2017, between Seaspan Corporation and The Bank of New York Mellon (incorporated herein by reference to Exhibit 4.2 to the Companys Form
6-K
(File
No.
001-32591),
filed with the SEC on October 12, 2017).
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4.3
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Form of Global Note.
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2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: October 13, 2017
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SEASPAN CORPORATION
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By:
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/s/ David Spivak
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David Spivak
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Chief Financial Officer
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