Post-effective Amendment to Registration Statement (pos Am)
16 Juli 2021 - 09:58PM
Edgar (US Regulatory)
As filed with the U.S.
Securities and Exchange Commission on July 16,
2021
Registration No. 333-237717
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DIAMOND S SHIPPING INC.
(Exact name of registrant as specified in its
charter)
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Republic
of the Marshall Islands
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4412
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94-1480128
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(State or other
jurisdiction of
incorporation or organization)
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(Primary Standard
Industrial
Classification Code Number)
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(I.R.S.
Employer
Identification Number)
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33 Benedict Place
Greenwich, Connecticut
06830
(203) 413-2000
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive offices)
Craig H. Stevenson, Jr.
Chief Executive Officer, President
and Director
Diamond S Shipping Inc.
33 Benedict Place
Greenwich, Connecticut
06830
(203) 413-2000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200 (telephone number)
(212) 480-8421 (facsimile number)
Approximate date of commencement
of proposed sale to the public: Not Applicable.
If
any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box.
☐
If
this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
☐
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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
☒
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☒
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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 to Section 7(a)(2)(B) of the Securities
Act. ☐
DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment No. 1 to Form S-3 (the “Post-Effective
Amendment”) relates to the Registration Statement on Form S-3 (File
No. 333-237717) (the “Registration Statement”) filed with the
Securities and Exchange Commission on April 16, 2020 by Diamond S
Shipping Inc., a Republic of the Marshall Islands corporation (the
“Registrant”). The Registration Statement pertains to the
registration of an unspecified number of shares of common stock,
shares of preferred stock, debt securities, warrants, rights,
purchase contracts and units consisting of some or all of these
securities in any combination, up to a maximum aggregate offering
price of $500,000,000, by selling shareholders named therein.
On
March 31, 2021, the Registrant, International Seaways, Inc., a
Republic of the Marshall Islands corporation (“INSW”), and Dispatch
Transaction Sub, Inc., a Republic of the Marshall Islands
corporation and wholly-owned subsidiary of INSW (“Merger Sub”),
entered into an Agreement and Plan of Merger (the “Merger
Agreement”), pursuant to which the Registrant and INSW have agreed,
subject to the terms and conditions of the Merger Agreement, to
effect a stock-for-stock merger of their respective businesses
whereby Merger Sub will merge with and into the Registrant,
resulting in the Registrant surviving the merger as a wholly owned
subsidiary of INSW (the “Merger”).
As a
result of the consummation of the transactions contemplated by the
Merger Agreement, the Registrant has terminated all offerings of
its securities pursuant to the Registration Statement. In
accordance with undertakings made by the Registrant in the
Registration Statement to remove from registration, by means of a
post-effective amendment, any of the securities which remain unsold
at the termination of the offerings, the Registrant hereby amends
the Registration Statement to remove from registration the shares
registered but unsold under the Registration Statement.
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-3 and has
duly caused this Post-Effective Amendment to the 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
this 16th day of July, 2021.
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Diamond S Shipping Inc
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By:
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/s/ Kevin M.
Kilcullen
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Kevin M. Kilcullen
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Chief Financial Officer
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No other person is required to sign
this Post-Effective Amendment No. 1 on Form S-3 in reliance upon
Rule 478 under the Securities Act.
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