As
filed with the Securities and Exchange Commission on October 9,
2009
Registration
No. 333-_______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
DHT
MARITIME,
INC.
(Exact
name of registrant as specified in its charter)
|
Republic
of the Marshall Islands
(State
or other jurisdiction
of
incorporation or organization)
|
N/A
(I.R.S.
Employer Identification No.)
|
|
26
New Street
St.
Helier, Jersey JE23RA
Channel
Islands
(Address
of Principal Executive Offices)
|
|
|
2005
Incentive Compensation Plan
(Full
Title of the plan)
|
|
|
CT
Corporation
111
Eighth Avenue
New
York, New York 10011
(212)
550-9100
(Name,
address and telephone number, including area code, of agent for
service)
|
|
|
Copies
to:
Erik
R. Tavzel, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, NY 10019
(212)
474-1000
|
|
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
|
|
|
Large
accelerated filer ¨
Non-accelerated
filer ¨
(Do
not check if a smaller reporting company)
|
Accelerated
filer þ
Smaller
reporting company ¨
|
CALCULATION
OF REGISTRATION FEE
|
Title
of
securities
to
be registered
|
Amount
to
be
registered(1)
|
Proposed
maximum
offering
price per
share(2)
|
Proposed
maximum
aggregate
offering
price(2)
|
Amount
of
registration
fee(3)
|
||||||||||||
|
Common
Stock, par value $.01 per share
|
400,000 | $ | 3.85 | $ | 1,540,000 | $ | 85.93 | |||||||||
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement shall include any additional
shares of common stock that become issuable as a result of any stock split,
stock dividend, recapitalization or other similar transaction that results in an
increase in the number of the outstanding shares of the common stock of DHT
Maritime, Inc. (the “Company”).
(2)
Pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act, the
offering price is estimated solely for the purpose of calculating the
registration fee. The proposed maximum offering price per share is
estimated to be $3.85, based on the average of the high and low sales prices per
share of the Company’s common stock as reported on the New York Stock Exchange
on October 8, 2009.
(3)
Pursuant to General Instruction E to Form S-8, a filing fee is only being paid
with respect to the registration of additional securities under the Company’s
2005 Incentive Compensation Plan (the “Plan”). A Registration
Statement on Form S-8 has been filed previously on October 19, 2005 (File
No. 333-129136) covering 300,000 shares of the Company’s common stock reserved
for issuance pursuant to awards granted under the Plan.
EXPLANATORY
STATEMENT
This Registration Statement is filed
pursuant to General Instruction E to Form S-8. The contents of the
Registration Statement on Form S-8 previously filed on October 19, 2005 (File
No. 333-129136) are incorporated herein by reference and made a part
hereof.
This Registration Statement on Form S-8
is filed by DHT Maritime, Inc. (the “Company”) to register an additional 400,000
shares of the Company’s common stock, par value $0.01 per share, which may be
awarded under the Company’s 2005 Incentive Compensation Plan, as amended (the
“Plan”).
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The following documents previously
filed with the Securities and Exchange Commission (the “Commission”) by the
Company are incorporated by reference herein and shall be deemed a part hereof:
(1) the Company’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2008, filed with the Commission on March 12, 2009, which
contains audited consolidated financial statements for the most recent fiscal
year for which such statements have been filed; (2) the Company's Report on
Form 6-K, filed with the Commission on May 19, 2009; (3) the Company's Report on
Form 6-K, filed with the Commission on September 2, 2009; and (4) the
description of the Company’s common stock contained in the Registration
Statement on Form 8-A, filed with the Commission on October 7, 2005,
including any amendment or report filed to update such description.
In addition, all documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document
incorporated or deemed to be 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 herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item
8. Exhibits.
|
Exhibit Number
|
Description
|
|
5.1
10.1
|
Opinion
of Reeder & Simpson PC, regarding the legality of the securities being
issued.
2005 Incentive Compensation Plan (incorporated herein by
reference to the Company’s
registration statement on Form F-1 (File No. 333-128460))
|
| 10.2 |
Amendment to the 2005 Incentive Compensation Plan
|
|
23.1
|
Consent
of Ernst & Young LLP
|
|
23.2
|
Consent
of Reeder & Simpson PC (included in Exhibit 5.1)
|
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:
2
(A) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933 (the “Securities
Act”);
(B) 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 hereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement; and
(C) 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 this
Registration Statement;
provided, however, that
paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 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 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.
(b) The undersigned
registrant hereby undertakes 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 the foregoing provisions, 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.
3
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8, has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Oslo,
Country of Norway, on October 9, 2009.
| DHT Maritime, Inc. | |||
|
|
By:
|
/s/ EIRIK UBØE | |
| Name: Eirik Ubøe | |||
| Title: Chief Financial Officer | |||
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
|
Signature
/s/
Ole Jacob Diesen
|
Title
Chief
Executive Officer
(Principal
Executive Officer)
|
Date
October
9, 2009
|
|
Ole
Jacob Diesen
/s/
Eirik Ubøe
|
Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
|
October
9, 2009
|
|
Eirik
Ubøe
/s/
Erik Lind
|
Chairman
and Director
|
October
9, 2009
|
|
Erik
Lind
/s/
Randee Day
|
Director
|
October
9, 2009
|
|
Randee
Day
/s/
Rolf Wikborg
|
Director
|
October
9, 2009
|
|
Rolf
Wikborg
/s/
Mark Eppley
|
Authorized
Representative in the United States
|
October
9, 2009
|
|
Mark
Eppley
CT
Corporation
|
||
4
EXHIBIT
INDEX
|
Exhibit Number
|
Description
|
|
5.1
10.1
|
Opinion
of Reeder & Simpson PC, regarding the legality of the securities being
issued.
2005 Incentive
Compensation Plan (incorporated herein by reference to the Company’s
registration statement on Form F-1 (File No.
333-128460))
|
| 10.2 |
Amendment to the 2005 Incentive Compensation Plan
|
|
23.1
|
Consent
of Ernst & Young LLP
|
|
23.2
|
Consent
of Reeder & Simpson PC (included in Exhibit 5.1)
|
Exhibit
5.1
REEDER
& SIMPSON PC
ATTORNEYS
AT LAW
|
P.O.
Box 601
RRE Commercial
Center
Majuro, MH
96960
|
Telephone:
011-692-625-3602
Facsimile:
011-692-625-3602
Email:
dreeder@ntamar.net
r.simpson@simpson.gr
|
October
9, 2009
Ladies
and Gentlemen:
Re: DHT
Maritime, Inc. (the
“Company”)
We are
licensed to practice law in the Republic of the Marshall Islands (the “RMI”), and
are members in good standing of the Bar of the RMI. We are acting as special RMI
counsel for the Company in connection with the registration statement on Form
S-8 (the “Registration
Statement”), being
filed by the Company with the United States Securities and Exchange Commission
(the “Commission”), under
the Securities Act of 1933, as amended, relating to shares of Common Stock, par
value US$0.01 per share of the Company (the “Common
Stock”), which will be issued
and issuable in respect of equity-based compensation awards granted under the
2005 Incentive Compensation Plan of the Company, as amended on June 19, 2009
(the “Plan”).
In
connection with this opinion, we have examined originals or electronic versions,
certified or otherwise identified to our satisfaction, of the Registration
Statement and such other documents, corporate records and other instruments as
we have deemed necessary or appropriate for the purposes of this opinion,
including, without limitation, a specimen certificate representing the Common
Stock and resolutions adopted by the board of directors of the Company on
September 20, 2005 and May 14, 2009. We have also made such examinations of
matters of law as we deemed necessary in connection with the opinions expressed
herein.
We
express no opinion as to matters governed by, or the effect or applicability of
any laws of any jurisdiction other than the laws of the RMI which are in effect
as of the date hereof. This opinion speaks as of the date hereof, and it should
be recognized that changes may occur after the date of this letter which may
effect the opinions set forth herein. We assume no obligation to advise the
parties, their counsel, or any other party seeking to rely upon this opinion, of
any such changes, whether or not material, or of any other matter which may
hereinafter be brought to our attention.
Based
upon and subject to the assumptions, qualifications and limitations herein, we
are of the opinion that the shares of Common Stock covered by the Registration
Statement are duly authorized and, when issued pursuant to the terms of the
grants of the equity-based compensation awards under the Plan, will be validly
issued, fully paid and nonassessable.
We hereby
consent to the filing of this opinion with the Commission as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the
caption “Interests of Named Experts and Counsel” in the Registration Statement.
In giving this consent, we do not hereby admit that we are included in the
category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the
Commission.
Sincerely,
Reeder
& Simpson PC
Dennis J.
Reeder
Exhibit 10.2
AMENDMENT TO THE DHT MARITIME, INC.
2005 INCENTIVE COMPENSATION PLAN
This Amendment (“Amendment”) to the DHT Maritime, Inc. (formerly Double Hull Tankers, Inc.) 2005 Incentive Compensation Plan (the “Plan”)
is effective as of June 19, 2009.
WHEREAS, in accordance with Section 7(a) of the Plan, the Board of Directors (the “Board”) of DHT Maritime, Inc. (the “Company”) may, subject
to the approval of the stockholders of the Company, amend the Plan to increase the maximum number of Shares for which Awards may be granted under the Plan and to increase the maximum number of Shares with respect to which Awards may be granted to any Participant in any fiscal year of the Company;
WHEREAS, the Board adopted a resolution on May 14, 2009 approving, subject to the approval of the stockholders of the Company, a proposal to increase the number of Shares available for Awards under the Plan from 300,000 to 700,000 and to increase the maximum number of Shares with respect to
which Awards may be granted to any Participant in the Plan in any fiscal year of the Company from 75,000 to 100,000 (the “Proposal”);
WHEREAS, on June 18 and June 19, 2009, in accordance with § 71(3) of the Business Corporations Act of the Republic of the Marshall Islands and Section 2.08 of the Bylaws of the Company, the stockholders of the Company approved the Proposal by the affirmative vote of a majority of the shares
of the Company’s common stock represented at the annual meeting of stockholders of the Company;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Amendments. (a) The first sentence of Section 4(a) of the Plan is hereby amended and restated in its entirety as follows:
“Subject to adjustment as provided in Section 4(b), (i) the aggregate number of Shares that may be delivered pursuant to Awards granted under the Plan shall be 700,000, of which the maximum number of Shares that may be delivered pursuant to Incentive Stock Options granted under the Plan shall be 150,000 and (ii) the maximum number
of Shares with respect to which Awards may be granted to any Participant in any fiscal year of the Company shall be 100,000.”
(b) Upon execution of this Amendment, the Plan shall be deemed to be amended and modified accordingly, and all references to the Plan in such document shall be read to include the Plan as amended and modified by this Amendment.
2. The Plan. Except as specifically amended hereby, all of the terms and other provisions of the Plan are hereby ratified and confirmed and shall continue
to be in full force and effect in accordance with their respective terms on the date hereof. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Plan.
3. Headings. The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of
this Amendment.
2
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed this amendment as of the date first written above.
| by | |||
|
|
|
/s/ Eirik Ubøe | |
| Name: Eirik Ubøe | |||
| Title: Chief Financial Officer | |||
3
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in the Registration Statement on Form
S-8 pertaining to DHT Maritime, Inc.’s 2005 Incentive Compensation
Plan of our reports dated March 11, 2009, with respect to the
consolidated financial statements of DHT Maritime, Inc. included in its Annual
Report (Form 20-F) for the year ended December 31, 2008, and the effectiveness
of internal control over financial reporting of DHT Maritime Inc. filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York,
New York
October
8, 2009