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Section 1: S-8 POS

 

As filed with the Securities and Exchange Commission on June 23, 2017

 

Registration No. 333-95029

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

 

 

OVERSEAS SHIPHOLDING GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   13-2637623
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification Number)

 

302 Knights Run Avenue

Tampa, Florida 33602

(813) 209-0600

(Address of Principal Executive Offices) (Zip Code)

OSG SHIP MANAGEMENT, INC. sAVINGS PLAN

(Full Title of the Plan)

 

 

 

Susan Allan

Vice President, General Counsel and Corporate Secretary

Overseas Shipholding Group, Inc.

302 Knights Run Avenue

Tampa, Florida 33602

Telephone: (813) 209-0600

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

 

copies to:

 

Christopher M. Bartoli

Baker & McKenzie LLP

300 East Randolph Street, Suite 5000

Chicago, Illinois 60601

(312) 861-8000

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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 [X]
Non-accelerated filer [  ] (Do not check if a smaller reporting company) 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. [  ]

 

 

 

   
  

 

EXPLANATORY NOTE

 

On January 20, 2000, Overseas Shipholding Group, Inc. (the “Registrant”) filed a Registration Statement on Form S-8 (Registration No. 333-95029) (the “Registration Statement”) to register 150,000 shares of its common stock (the “Common Stock”), and an indeterminate number of interests, issuable under the OSG Ship Management, Inc. Savings Plan (the “Plan”). In November 2016, Common Stock was eliminated from the investment alternatives under the Plan. As a result, this Post-Effective Amendment No. 1 to Registration Statement is being filed to deregister and remove all of the previously registered shares of Common Stock, along with the associated interests, that remain unissued and unsold under the Registration Statement as of the date hereof.

 

   
  

 

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 this Post-Effective Amendment No. 1 to Registration Statement and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on June 21, 2017.

 

  OVERSEAS SHIPHOLDING GROUP, INC.
     
  By: /s/ Samuel H. Norton
  Name:  Samuel H. Norton
  Title: Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

Signature   Title   Date
           
/s/ Samuel H. Norton   President, Chief Executive Officer and Director    
Samuel H. Norton   (Principal Executive Officer and Director)   June 21, 2017
       
/s/ Christopher Wolf   Senior Vice President and Chief Financial Officer      
Christopher Wolf   (Principal Financial Officer and Principal Accounting Officer)   June 21, 2017
           
/s/ Douglas D. Wheat        
Douglas D. Wheat   Director   June 21, 2017
           
/s/ Timothy J. Bernlohr      
Timothy J. Bernlohr   Director   June 21, 2017
           
/s/ Joseph I. Kronsberg          
Joseph I. Kronsberg   Director   June 21, 2017
           
/s/ Anja L. Manuel          
Anja L. Manuel   Director   June 21, 2017
           
/s/ Ronald Steger          
Ronald Steger   Director   June 21, 2017
           
/s/ Gary Eugene Taylor          
Gary Eugene Taylor   Director   June 21, 2017
           
/s/ Ty E. Wallach          
Ty E. Wallach   Director   June 21, 2017

 

   
  

 

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on June 22, 2017.

 

  OSG SHIP MANAGEMENT, INC. SAVINGS PLAN
     
  By: /s/ Deanna Marshall
  Name:  Deanna Marshall
  Title: Member of Savings Plan Committee

 

   
  

 

 

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