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As filed with the Securities and Exchange Commission on
September 5, 1995
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1993
OMI CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-2625280
(State of 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.
1995 EQUITY INCENTIVE PLAN
(Full title of the plan)
OMI CORP.
NON-EMPLOYEE DIRECTOR
STOCK OPTION AWARD AGREEMENT
(Full title of the plan)
_________________
Fredric S. London, Esq.
Senior Vice President,
General Counsel and Secretary
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 Proposed Proposed
securities Amount maximum maximum
to be to be offering aggregate Amount of
registered registered price offering registration
per share1 price1 fee
Common
Stock,
$0.50
Par
Value 1,300,000 $7.50 $9,750,000 $3,362.50
1 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 August 30, 1995.
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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 (OMI Corp. or OMI) Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995; 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 an 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 any other enterprise as
a director, officer or employee.
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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
September 1, 1995 with respect to the legality of the
Common Stock being registered.
23(a) Consent of Deloitte & Touche LLP, dated September 1, 1995.
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;
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(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 then 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 of 1933 and will be governed by the final adjudication of
such issue.
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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, thereunto duly authorized, in the City of New York, State
of New York, on September 1, 1995.
OMI CORP.
(Registrant)
By /s/ Jack Goldstein
Name: Jack Goldstein
Title: President
POWERS 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 amendments
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
Michael Klebanoff and Director
/s/ Jack Goldstein President, Chief
Jack Goldstein Executive Officer, and
Director
(Principal Executive Officer)
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Signature Title Date
Director
Livio Borghese
Director
Constantine G. Caras
/s/ Vincent J. de Sostoa Senior Vice President
Vincent J. de Sostoa Chief Financial Officer
and
Chief Accounting Officer
(Principal Financial and Accounting
Officer)
/s/ Steven D. Jellinek Director
Steven D. Jellinek
/s/ Emanuel L. Rouvelas Director
Emanuel L. Rouvelas
Director
Marianne K. Smythe
/s/ Craig H. Stevenson, Jr. Director,
Craig H. Stevenson, Jr. Chief Operating
Officer and
Executive Vice President
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EXHIBIT INDEX
Exhibit No.
5 Opinion of White & Case, counsel to the Registrant, dated
September 1, 1995, with respect to the legality of the Common
Stock being registered
23(a) Consent of Deloitte & Touche LLP, dated September 1, 1995
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 LETTER]
OMI Corp
90 Park Avenue
New York, New York 10016
re OMI Corp.
1,300,000 Shares of Common Stock
Ladies and Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
OMI Corp., a Delaware 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
1,300,000 shares of its Common Stock, $0.50 par value (the "Common
Stock"), issuable pursuant to the Company's 1995 Equity Incentive Plan
and the OMI Corp. 1995 Non-Employee Director Stock Option Award
Agreement (collectively, the "Plans").
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 1,300,000 shares of
Common Stock referred to above have been duly authorized and reserved
for issuance by the Company and, when issued and paid for as described
in the Plans 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
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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 1995 Equity Incentive
Plan and the Non-Employee Director Stock Option Award agreement of our
report dated February 22, 1995 (March 3, 1995 as to Note 15) appearing
in the Annual Report on Form 10-K of OMI Corp. for the year ended
December 31, 1994.
Deloitte & Touche LLP
New York, New York
September 1, 1995
