As filed with the Securities and Exchange Commission on February 24, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OMI CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-2625280
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
90 Park Avenue
New York, New York 10016
(Address of Principal Executive Offices) (Zip Code)
OMI CORP.
1990 EQUITY INCENTIVE PLAN
(Full title of the plan)
______________
Fredric S. London, Esq.
Senior Vice President and
General Counsel
90 Park Avenue
New York, New York 10016
(212) 986-1960
(Name, address and telephone number of agent for service)
______________
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum registration
offering aggregate fee
price per offering
share<F1> price<F1>
Common Stock, 1,000,000 $7.125 $7,125,000 $2,457
$0.50 Par Value
[FN]
<F1> Estimated solely for the purpose of calculating the registration fee.
Such estimate has been calculated pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, based on the average of the high and
low prices of the Common Stock as reported on the New York Stock
Exchange, Inc. on February 24, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant (File No. 2-87930) pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement:
(a) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992;
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1993, June 30, 1993 and September 30, 1993; and
(c) The description of the registrant's Common Stock contained in its
registration statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents and reports subsequently filed by the registrant 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 the Registration Statement which indicates
that all securities offered hereby have been sold, or which deregisters all
such securities remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents or reports.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
(the "DGCL") permits OMI to indemnify its directors, employees and agents
(each an "Insider") against liability for each such Insider's acts taken in
his or her capacity as in Insider in a civil action, suit or proceeding if
such actions were taken in good faith and in a manner which the Insider
reasonably believed to be in or not opposed to the best interests of OMI,
and in a criminal action, suit or proceeding, if the Insider had no reasonable
cause to believe his or her conduct was unlawful, including, under certain
circumstances, suits by or in the right of OMI, for any expenses, including
attorney's fees, and, for any liabilities which the Insider may have incurred
in consequences of such action, suit or proceeding under conditions stated
in said Section 145. OMI's By-Laws provide that OMI shall, to the full extent
permitted by Section 145 of the DGCL, indemnify any person made or threatened
to be made a party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person or
such person's testator or intestate is or was a director, officer or employee
of OMI or serves or served at the request of OMI or serves or served at the
request of OMI any other enterprise as a director, officer or employee.
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<PAGE>
OMI's Certificate of Incorporation provides that a director of OMI will
not be personally liable to OMI or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to OMI or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) for a stock repurchase which is illegal
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
OMI's Certificate of Incorporation also provides that if the Delaware General
Corporation Law is amended after the date of the Certificate, to authorize
the further elimination or limitation of the liability of directors, then the
liability of a director of OMI shall be additionally limited to the fullest
extent permitted by the amended Delaware General Corporation Law.
OMI has a directors' and officers' liability insurance policy which
affords officers and directors with insurance coverage for losses arising
from claims based on causally connected errors, statements, acts, omissions,
neglects or breaches of duty or other such matters but not for breaches of
fiduciary duty.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of White & Case, counsel to the registrant, dated
February 25, 1994, with respect to the legality of the Common
Stock being registered.
23(a) Consent of Deloitte & Touche, dated February 25, 1994.
23(b) Consent of White & Case (included in Exhibit 5 to this
Registration Statement).
24 Powers of Attorney (included in page II-4).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
II-2
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material change
to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
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, there-
unto duly authorized, in the City of New York, State of New York, on
February 24, 1994.
OMI CORP.
(Registrant)
By /s/ Jack Goldstein
Name: Jack Goldstein
Title: President
POWER OF ATTORNEY
Each of the undersigned officers and directors of OMI Corp. hereby
severally constitutes and appoints Vincent J. de Sostoa and
Fredric S. London, each of their attorneys-in-fact for the undersigned, in
any and all capacities, with full power of substitution, to sign any amend-
ments to this registration statement (including post-effective amendments),
and to file the same with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each said
attorney-in-fact, or either of them, 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 date indicated.
Signature Title Date
/s/ Michael Klebanoff Chairman of the Board February 24, 1994
Michael Klebanoff and Director
/s/ Jack Goldstein President, Chief February 24, 1994
Jack Goldstein Executive Officer, and
Director
/s/ Chaim Barash Senior Vice President February 24, 1994
Chaim Barash and Director
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<PAGE>
Signature Title Date
/s/ Livio Borghese Director February 24, 1994
Livio Borghese
/s/ Constantine G. Caras Director February 24, 1994
Constantine G. Caras
/s/ Vincent J. de Sostoa Senior Vice President, February 24, 1994
Vincent J. de Sostoa Chief Financial Officer
and
Chief Accounting Officer
/s/ Steven D. Jellinek Director February 24, 1994
Steven D. Jellinek
/s/ Emanuel L. Rouvelas Director February 24, 1994
Emanuel L. Rouvelas
/s/ Franklin W.L. Tsao Director February 24, 1994
Franklin W.L. Tsao
/s/ George W. Vlandis Director February 24, 1994
George W. Vlandis
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No.
5 Opinion of White & Case, counsel to the Registrant, dated February
25, 1994, with respect to the legality of the Common Stock being
registered.
23(a) Consent of Deloitte & Touche, dated February 25, 1994.
23(b) Consent of White & Case (included in Exhibit 5 to this
Registration Statement).
24 Powers of Attorney (included in page II-4).
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EXHIBIT 5
[White & Case Letterhead]
February 25, 1994
OMI Corp.
90 Park Avenue
New York, New York 10016
re OMI Corp.
1,000,000 Shares of Common Stock
Ladies and Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
OMI Corp., a New York corporation (the "Company"), in connection with the
registration pursuant to the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of
1,000,000 shares of its Common Stock, $0.50 par value (the "Common Stock"),
issuable pursuant to the Company's 1990 Equity Incentive Plan (the "Plan").
We have examined such documents, certificates, records, authorizations
and proceedings and have made such investigations as we have deemed necessary
or appropriate in order to give the opinion expressed herein.
Based on the foregoing, it is our opinion that the 1,000,000 shares of
Common Stock referred to above have been duly authorized and reserved for
issuance by the Company and, when issued and, in the case of shares to be
issued upon exercise of stock options granted under the Plan, the option
price therefor paid as described in the Plan, will be validly issued, fully
paid and nonassessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement.
Very truly yours,
White & Case
bcc: W. McDonald-Op. Com.
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of OMI Corp. on Form S-8 relating to the 1990 Equity Incentive
Plan of our report dated March 1, 1993 (October 21, 1993 as to Note 15)
appearing in the Annual Report on Form 10-K/A of OMI Corp. for the year
ended December 31, 1992.
Deloitte & Touche
New York, New York
February 25, 1994
