As filed with the Securities and Exchange Commission on March 9, 2022

Registration No. 333-        

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

 

 

ZIM INTEGRATED SHIPPING SERVICES LTD.

(Exact Name of Registrant as specified in its charter)

 

State of Israel   Not Applicable
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

9 Andrei Sakharov Street

P.O. Box 15067

Haifa, Israel 31000

(Address including zip code of Principal Executive Offices)

 

 

 

2020 Share Incentive Plan

(Full title of the plan)

 

 

 

ZIM American Integrated Shipping Services Company, LLC

5801 Lake Wright Drive

Norfolk, Virginia 23502

757-228-1300

 

(Name, address and telephone number, including area code, of agent for service)

 

 

 

Copies to:

Michael Kaplan, Esq.

Pedro J. Bermeo, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

 

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 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 x 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. ¨

 

 

 

 

 

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

 

Pursuant to General Instruction E of Form S-8, Zim Integrated Shipping Services LTD. (“Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register 3,200,000 additional ordinary shares with no par value (“Ordinary Shares”) for issuance under the Registrant’s 2020 Share Incentive Plan (the “2020 Plan”). This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on February 1, 2021 (Registration No. 333-252619)). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents are incorporated herein by reference:

 

(a) The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the Commission on March 9, 2022 (the “Annual Report”);

 

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report referred to in (a) above; and

 

(c) The description of the Registrant’s share capital which is contained in the Registrant’s Registration Statement Form 8-A (Registration No. 001-654126, dated January 25, 2021, including any amendments or supplements thereto.

 

In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, including any Reports of Foreign Private Issuers on Form 6-K submitted during such period (or portion thereof) that is identified in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. The Registrant is not incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission.

 

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 other subsequently filed document which also is incorporated or 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 5. Interests of Named Experts and Counsel.

 

Certain legal matters with respect to the offering of the Ordinary Shares registered hereby have been passed on by Gross & Co.

 

 

 

 

Item 8. Exhibits.

 

Exhibit Number  
4.1 Amended and Restated Articles of Association of the Registrant to be in effect following this offering, incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-1, filed with the Commission on December 30, 2020 (File No. 333-251822)
   
4.2 Amended and Restated Registration Rights Agreement, dated December 22, 2020 by and among the Registrant and the other parties thereto, incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form F-1, filed with the Commission on December 30, 2020 (File No. 333-251822)
   
5.1 Opinion of Gross & Co., Attorneys at Law, Israeli counsel to the Registrant, as to the validity of the ordinary shares
   
23.1 Consent of Somekh Chaikin, a member firm of KPMG International
   
23.2 Consent of Dixon Hughes Goodman LLP
   
23.3 Consent of Gross & Co., Attorneys at Law (included in Exhibit 5.1)
   
24 Power of Attorney (included in signature page to Registration Statement)
   
99.1 2020 Share Incentive Plan, incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form F-1, filed with the Commission on December 30, 2020 (File No. 333-251822)
   
107 Filing Fee Table

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Haifa, Israel on this 9th day of March, 2022.

 

  ZIM Integrated Shipping Services Ltd.
   
   
  By: /s/ Eli Glickman
  Name: Eli Glickman
  Title: Chief Executive Officer, President
     
     
  By: /s/ Xavier Destriau
  Name: Xavier Destriau
  Title: Chief Financial Officer
     
     
  ZIM American Integrated Shipping Services Company, LLC
  (Authorized Representative in the United States)
   
   
  By: /s/ George Goldman   
  Name: George Goldman
  Title: President of ZIM – USA

 

 

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eli Glickman, Xavier Destriau or Noam Nativ, as his or her true and lawful attorneys-in-fact and agent, 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, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title Date
       
 /s/ Eli Glickman   Chief Executive Officer, President March 9, 2022
Eli Glickman   (Principal Executive Officer)  
       
 /s/ Xavier Destriau   Chief Financial Officer March 9, 2022
Xavier Destriau    (Principal Financial Officer and Principal Accounting Officer)  
       
 /s/ Yair Seroussi   Chairman of the Board March 9, 2022
Yair Seroussi       
       
/s/ Yair Caspi    Director March 9, 2022
Yair Caspi      
       
/s/ Nir Epstein    Director March 9, 2022
Nir Epstein      
       
/s/ Flemming Robert Jacobs    Director March 9, 2022
Flemming Robert Jacobs      
       
/s/ Dr. Karsten Karl-Georg Liebing      Director March 9, 2022
Dr. Karsten Karl-Georg Liebing             
       
/s/ Birger Johannes Meyer-Gloeckner    Director March 9, 2022
Birger Johannes Meyer-Gloeckner           
       
/s/ Yoav Moshe Sebba    Director March 9, 2022
Yoav Moshe Sebba          
       
/s/ William (Bill) Shaul    Director March 9, 2022
William (Bill) Shaul          
       
/s/ Liat Tennenholtz   Director March 9, 2022
Liat Tennenholtz      
       
/s/ George Goldman   ZIM American Integrated Shipping Services Company, LLC March 9, 2022
George Goldman   Authorized Representative in the United States  

 

 

 

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