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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MARINE TRANSPORT CORPORATION
(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.)
1200 HARBOR BOULEVARD
WEEHAWKEN, NEW JERSEY 07087
(Address of Principal Executive Offices) (Zip Code)
MARINE TRANSPORT CORPORATION
AMENDED AND RESTATED 1998 INCENTIVE EQUITY PLAN
AND
MARINE TRANSPORT CORPORATION
AMENDED AND RESTATED 1998 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
(Full title of the plans)
PETER N. POPOV, GENERAL COUNSEL
MARINE TRANSPORT CORPORATION
1200 HARBOR BOULEVARD
WEEHAWKEN, NEW JERSEY 07087
(Name and address of agent for service)
(201) 330-0200
(Telephone number, including area code, of agent for service)
Copy to:
LOUIS J. BEVILACQUA, ESQ.
CADWALADER, WICKERSHAM & TAFT
100 MAIDEN LANE
NEW YORK, NEW YORK 10038
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED SHARE(2) PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.50 par value....... 975,000 shares(1) $4.00 $3,900,000 $1,084.20
====================================================================================================================
</TABLE>
(1) Represents 150,000 shares authorized for issuance under the Marine
Transport Corporation Amended and Restated 1998 Stock Option Plan for
Non-Employee Directors and 825,000 shares authorized for issuance under the
Marine Transport Corporation Amended and Restated 1998 Incentive Equity
Plan.
(2) Estimated solely for purposes of calculating the registration fee, in
accordance with Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), using the average of the high and low
prices of the Common Stock of Marine Transport Corporation as quoted on the
Nasdaq National Market on June 15, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item will be
sent or given to employees who are eligible for awards under the Marine
Transport Corporation Amended and Restated 1998 Incentive Equity Plan and the
Amended and Restated 1998 Stock Option Plan for Non-Employee Directors of Marine
Transport Corporation, a Delaware corporation (the "Registrant"), and are not
being filed with, or included in, this Registration Statement on Form S-8 (the
"Registration Statement") in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission"). These documents and the
documents incorporated by reference in the Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, the Registrant shall furnish, without
charge, the documents incorporated by reference to Item 3 of Part II of this
Registration Statement. These documents are incorporated by reference in the
Section 10(a) Prospectus. Upon written or oral request, the Registrant shall
also furnish, without charge, other documents required to be delivered to
employees pursuant to Rule 428(b) of the Securities Act. Requests should be
directed to Marine Transport Corporation, 1200 Harbor Boulevard, Weehawken, New
Jersey, 07087, Attention: General Counsel (tel. (201) 330-0200).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Registrant
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, together with all amendments thereto;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, together with all amendments thereto;
(c) The description of Registrant's Common Stock contained in the
Registrant's S-3 Registration Statement filed September 27, 1996 under
Section 12 of the Exchange Act under the caption of "Description of
Capital Stock," together with all amendments and reports filed with the
Commission for the purposes of updating that description.
(d) All documents subsequently filed by 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 which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, 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.
<PAGE>
Any statement contained in a document incorporated or deemed to be
incorporated by reference into this Registration Statement will be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or any other
subsequently filed document which also is or is deemed to be incorporated by
reference into this Registration Statement modifies or supersedes that
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the issuance of the Common Stock being registered hereby
is being passed upon by Cadwalader, Wickersham & Taft, 100 Maiden Lane, New
York, New York 10038, counsel for the Company. Jerome Shelby, a counsel to
Cadwalader, Wickersham & Taft, owns less than 2% of the Common Stock of
Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits
the Registrant 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 Registrant, 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 Registrant, 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.
Registrant's By-Laws provide that Registrant 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 Registrant or
serves or served at the request of Registrant any other enterprise as a
director, officer or employee.
Registrant's Certificate of Incorporation provides that a director of
Registrant will not be personally liable to Registrant 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 Registrant 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 DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Registrant's Certificate of Incorporation also provides that if the DGCL 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
Registrant shall be additionally limited to the fullest extent permitted by the
amended DGCL.
Registrant 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.
2
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT
NO. IDENTIFICATION
--- --------------
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the 1990 Annual
Report on Form 10-K of OMI Corp. (the former name of the
Registrant) and Exhibit A to the Registrant's Proxy Statement
dated May 15, 1999).
4.2 Bylaws, as amended, of the Registrant (incorporated by reference
to Exhibit 3.2 to the 1990 Annual Report on Form 10-K of OMI
Corp. (the former name of the Registrant)).
4.3 The Marine Transport Corporation Amended and Restated 1998 Stock
Option Plan for Non-Employee Directors (incorporated by reference
to Exhibit B to the Registrant's Proxy Statement dated May 15,
1999).
4.4 The Marine Transport Corporation Amended and Restated 1998
Incentive Equity Plan (incorporated by reference to Exhibit C to
the Registrant's Proxy Statement dated May 15, 1999).
5.1 Opinion of Cadwalader, Wickersham & Taft, counsel to Registrant,
with respect to the legality of the Common Stock being
registered.
23.1 Consent of Cadwalader, Wickersham & Taft (included in its opinion
filed as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ernst & Young LLP.
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) (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.
(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 this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.
(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 (a)(1)(i) and (a)(1)(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
3
<PAGE>
the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 the 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.
(b) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to any provision or arrangement whereby the
Registrant may indemnify a director, officer or controlling person of the
Registrant against liabilities arising under the Securities Act, or otherwise,
the Registrant has been advised that in the opinion of the 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.
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<PAGE>
SIGNATURES
The Registrant. 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 Weehawken, State of New Jersey, on June 16,
1999.
MARINE TRANSPORT CORPORATION
By: /S/ RICHARD T. DU MOULIN
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Richard T. du Moulin
Chairman, President and Chief Executive Officer
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 16, 1999.
SIGNATURE TITLE
--------- -----
/S/ RICHARD T. DU MOULIN
- ------------------------------------- Chairman of the Board, President and
RICHARD T. DU MOULIN Chief Executive Officer (Principal
Executive Officer)
/S/ MARK L. FILANOWSKI
- ------------------------------------- Senior Vice President, Chief
MARK L. FILANOWSKI Financial Officer (Principal
Financial Officer and Principal
Accounting Officer) and Director
/S/ PAUL B. GRIDLEY
- ------------------------------------- Director
PAUL B. GRIDLEY
- ------------------------------------- Director
JEROME SHELBY
- ------------------------------------- Director
WILLIAM M. KEARNS, JR.
/S/ STANLEY B. RICH
- ------------------------------------- Director
STANLEY B. RICH
/S/ MICHAEL KLEBANOFF
- ------------------------------------- Director
MICHAEL KLEBANOFF
- ------------------------------------- Director
JONATHAN BLANK
/S/ ELAINE L. CHAO
- ------------------------------------- Director
ELAINE L. CHAO
/S/ BRENT D. BAIRD
- ------------------------------------- Director
BRENT D. BAIRD
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NO. IDENTIFICATION PAGE
--- -------------- ----
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the 1990
Annual Report on Form 10-K of OMI Corp. (the former name
of the Registrant) and Exhibit A to the Registrant's
Proxy Statement dated May 15, 1999)...........................
4.2 Bylaws, as amended, of the Registrant (incorporated by
reference to Exhibit 3.2 to the 1990 Annual Report on
Form 10-K of OMI Corp. (the former name of the
Registrant))..................................................
4.3 The Marine Transport Corporation Amended and Restated
1998 Stock Option Plan for Non-Employee Directors
(incorporated by reference to Exhibit B to the
Registrant's Proxy Statement dated May 15, 1999)..............
4.4 The Marine Transport Corporation Amended and Restated
1998 Incentive Equity Plan (incorporated by reference to
Exhibit C to the Registrant's Proxy Statement dated May
15, 1999).....................................................
5.1 Opinion of Cadwalader, Wickersham & Taft, counsel to
Registrant, with respect to the legality of the Common
Stock being registered........................................
23.1 Consent of Cadwalader, Wickersham & Taft (included in
its opinion filed as Exhibit 5.1 to this Registration
Statement)....................................................
23.2 Consent of Deloitte & Touche LLP..............................
23.3 Consent of Ernst & Young LLP..................................
7
EXHIBIT 5.1
[CADWALADER, WICKERSHAM & TAFT LETTERHEAD]
June 18, 1999
Marine Transport Corporation
1200 Harbor Boulevard
Weehawken, New Jersey 07087
Re: Marine Transport Corporation
Registration Statement On Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Marine Transport Corporation, a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of the Company's
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to, among
other things, the offer and sale of up to an aggregate of 825,000 shares (the
"Incentive Shares") of its Common Stock, par value $.50 per share, issuable
pursuant to the Company's Amended and Restated 1998 Incentive Equity Plan (the
"Incentive Plan"), and the offer and sale of up to an aggregate of 150,000
shares (the "Non-Employee Shares", and together with the Incentive Shares, the
"Shares") of its Common Stock, par value $.50 per share, issuable pursuant to
the Company's Amended and Restated 1998 Stock Option Plan for Non-Employee
Directors (the "Non-Employee Plan", and together with the Incentive Plan, the
"Plans").
We are members of the Bar of the State of New York, and in rendering the opinion
below, we do not purport to be an expert in, or express any opinion concerning,
the laws of any jurisdiction other than the substantive laws of the State of New
York and the General Corporation Law of the State of Delaware (in each case
without regard to conflicts of law principles).
Based on the foregoing, we are of the opinion that the Shares, when issued in
accordance with the Plans, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement, without admitting that we are "experts" within the
meaning of the Securities Act or the rules and regulations of the Commission
issued thereunder with respect to any part of the Registration Statement,
including this exhibit.
Yours very truly,
/S/ CADWALADER, WICKERSHAM & TAFT
EXHIBIT 23.2
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Marine Transport Corporation on Form S-8 of our report dated March 9, 1998
(relating to the consolidated financial statements of OMI Corp. (predecessor to
Marine Transport Corporation) which expresses an unqualified opinion and an
explanatory paragraph relating to a change in accounting principle) appearing in
the Annual Report on Form 10-K of Marine Transport Corporation for the year
ended December 31, 1998.
/S/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
New York, New York
June 17, 1999
EXHIBIT 23.3
[ERNST & YOUNG LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of our report dated February 26, 1998 with respect to the consolidated
financial statements of Marine Transport Corporation included in its Annual
Report (Form 10-K) for the year ended December 31, 1998 filed with the
Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Ernst & Young LLP
New York, New York
June 18, 1999
