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As filed with the Securities and Exchange Commission on August 15, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MARITRANS INC.
(Exact name of issuer as specified in its charter)
Delaware 51-0343903
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Logan Square, 26th Floor
Philadelphia, PA 19103-6993
(Address of principal executive offices)
MARITRANS INC.
EQUITY COMPENSATION PLAN
(Full title of the plan)
JOHN C. NEWCOMB
Vice President, General Counsel
and Secretary
Maritrans Inc.
One Logan Square, 26th Floor
Philadelphia, PA 19103-6993
(Name and address of agent for service)
(215) 864-1200
(Telephone number, including area code, of agent for service)
Copy to:
ROBERT J. LICHTENSTEIN
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
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CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration fee
per share* price*
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<S> <C> <C> <C> <C>
Common Stock, 500,000 $7.97 $3,985,000 $1,207.58
par value $.01 per share
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* Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices of shares of Common Stock on August 12,
1997, as reported on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by the Company with the Securities
and Exchange Commission, are incorporated by reference in this Registration
Statement and made a part hereof:
(a) Annual report on Form 10-K of the Registrant, filed with the
Commission for the fiscal year ended December 31, 1996;
(b) Quarterly reports on Form 10-Q of the Registrant, filed with the
Commission for the quarter ended March 31, 1997 and the quarter ended June 30,
1997; and
(c) The description of the Common Stock of the Registrant contained in
a registration statement on Form 8-B filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All reports and other documents 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 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 herein and to be part
hereof from the date of filing of such documents.
Any statement contained in any document, all or a portion of which is
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 or incorporated by reference herein modifies or supersedes such
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 consolidated financial statements of the Registrant appearing in
the Registrant's Annual Report (Form 10-K) for the year ended December 31, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance on the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Commission), given
upon the authority of such firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("Section 145")
permits indemnification of directors, officers, agents and controlling persons
of a corporation under certain conditions and subject to certain limitations.
Article EIGHTH of the Company's Restated Certificate of Incorporation and
Article 7 of the Company's By-Laws provide for the indemnification of the
Company's officers, directors and trustees of the Company's employee benefit
plans to the maximum extent permitted by the Delaware General Corporation Law.
Article 7 of the Company's By-Laws states that the indemnification provisions of
the By-Laws shall be deemed to be a contract between the Company and each
director, officer
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and trustee. Section 145 also empowers the Company to purchase and maintain
insurance that protects its officers, directors, employees and agents against
any liabilities incurred in connection with their service in such positions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement:
Exhibit
Number Description
- ------- -----------
4 Maritrans Inc. Equity Compensation Plan (as amended and restated).
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP
(included as part of Exhibit 5).
24 Power of attorney (included as part of the signature page).
Item 9. Undertakings.
(a) 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 the 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; and
(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) of
this section 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 Company pursuant to Section 13 or Section 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.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 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 Act 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 Company
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 Philadelphia, Commonwealth of Pennsylvania, on this
31st day of July, 1997.
MARITRANS INC.
By: /s/ Stephen A. Van Dyck
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Stephen A. Van Dyck
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the following
persons in the capacities and on the dates indicated.
Each person, in so signing, also makes, constitutes and appoints
Stephen A. Van Dyck and John C. Newcomb, and each of such officers acting
singly, his true and lawful attorney-in-fact, in his name, place and stead to
execute and cause to be filed with the Securities and Exchange Commission any or
all amendments to this Registration Statement, with all exhibits and any and all
documents required to be filed with respect thereto, and to do and perform each
and every act and thing necessary to effectuate the same.
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Signature Capacity Date
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<S> <C> <C>
/s/ Stephen A. Van Dyck Chairman of the Board of Directors, July 31, 1997
- ----------------------------------- Chief Executive Officer, Director
Stephen A. Van Dyck (Principal Executive Officer)
/s/ H. William Brown Chief Financial Officer July 31, 1997
- ---------------------------------- (Principal Accounting Officer)
H. William Brown
/s/ Dr. Robert E. Boni Director July 31, 1997
- -----------------------------------
Dr. Robert E. Boni
/s/ Dr. Craig E. Dorman Director July 31, 1997
- --------------------------------
Dr. Craig E. Dorman
/s/ Robert J. Lichtenstein Director July 31, 1997
- -----------------------------------
Robert J. Lichtenstein
/s/ Eric H. Schless Director July 31, 1997
- -------------------------------------
Eric H. Schless
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EXHIBIT 5.1
August 15, 1997
Maritrans Inc.
One Logan Square, 26th Floor
Philadelphia, Pennsylvania 19103
Re: Maritrans Inc. - Registration Statement on Form S-8
Relating to the Maritrans Inc. Equity Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to Maritrans Inc., a Delaware corporation (the
"Company"), in connection with the preparation of the subject Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to 500,000 shares of the Company's
common stock, par value $0.01 per share (the "Common Stock"), issuable under the
Maritrans Inc. Equity Compensation Plan (the "Plan").
In rendering the opinion set forth below, we have examined the Registration
Statement and the exhibits thereto, including the Plan, certain records of the
Company's corporate proceedings as reflected in its minute books and such
statutes, records and other documents as we have deemed relevant. In our
examination, we have assumed the genuineness of documents submitted to us as
originals and the conformity with the originals of all documents submitted to us
as copies thereof.
Based on the foregoing, it is our opinion that the shares of Common Stock
issuable under the Plan will be, when issued in accordance with the terms of the
Plan, validly issued, fully paid and nonassessable.
The opinion set forth above is limited to the General Corporation Law of the
State of Delaware, as amended.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act and the rules or regulations of the Commission thereunder.
The opinion expressed herein is solely for your benefit and may be relied upon
only by you.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8 No. 333-00000) pertaining to the Equity
Compensation Plan of Maritrans Inc. and to the incorporation by reference
therein of our report dated January 24, 1997, with respect to the consolidated
financial statements and schedule of Maritrans Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young, LLP
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Ernst & Young, LLP
Philadelphia, PA
August 15, 1997
