As filed with the Securities and Exchange Commission on June 14, 2018
Registration No. 333-204580
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
GENCO SHIPPING & TRADING LIMITED
(Exact name of registrant as specified in its charter)
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Republic of the Marshall Islands |
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98-043-9758 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
299 Park Avenue, 12th Floor
New York, New York 10171
(646) 443-8550
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John C. Wobensmith
Chief Executive Officer and President
299 Park Avenue, 12th Floor
New York, New York 10171
(646) 443-8550
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies To:
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
Attention: Thomas E. Molner, Esq.
(212) 715-9100
Approximate date of commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
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. o
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. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
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 o |
Accelerated filer x |
Non-accelerated filer o |
Smaller reporting company o |
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(Do not check if a smaller reporting company) |
Emerging growth company o |
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. o
EXPLANATORY NOTE
This post-effective Amendment No. 1 (this “Amendment”) to Genco Shipping & Trading Limited’s Registration Statement on Form S-3 (Registration No. 333-204580) originally filed with the Securities and Exchange Commission (the “Commission”) on May 29, 2015 (the “Registration Statement”), is being filed for the sole purpose of replacing Exhibits 5.1 and 5.2 to the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Amendment is effective upon filing with the Commission. This Amendment does not modify any part of the Registration Statement other than Item 16 and Exhibits 5.1 and 5.2.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
See Exhibit Index immediately preceding the signature page.
EXHIBIT INDEX
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1.1 |
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Form(s) of Underwriting Agreement with respect to Debt Securities.* |
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1.2 |
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Form of Underwriting Agreement with respect to Preferred Stock.* |
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1.3 |
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Form of Underwriting Agreement with respect to Common Stock.* |
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4.1 |
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4.2 |
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Form(s) of Debt Securities.* |
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4.3 |
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4.4 |
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Certificate of Designation of Preferred Stock.* |
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4.5 |
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Form of Preferred Stock Certificate.* |
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4.6 |
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Form of Warrant Agreement (including form of warrant).* |
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4.7 |
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Form of Unit Agreement (including form of unit certificate).* |
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4.8 |
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4.9 |
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4.10 |
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4.11 |
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4.12 |
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4.13 |
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Form of Deposit Agreement* |
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4.14 |
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Form of Depositary Receipt* |
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4.15 |
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Form of Purchase Contract (including form of related security certificate)* |
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4.16 |
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4.17 |
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5.1 |
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5.2 |
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12.1 |
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23.1 |
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Consent of Reeder & Simpson P.C. (included as part of Exhibit 5.1). |
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23.2 |
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Consent of Kramer Levin Naftalis & Frankel LLP (included as part of Exhibit 5.2). |
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23.3 |
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24.1 |
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25.1 |
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* To be filed, if necessary, by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with the offering of securities registered hereunder.
** Previously filed.
Pursuant to the requirements of the Securities Act, the registrant has duly caused this post-effective Amendment No. 1 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 June 14, 2018.
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GENCO SHIPPING & TRADING LIMITED | |
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By: |
/s/ John C. Wobensmith |
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John C. Wobensmith, Chief Executive Officer and President |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John C. Wobensmith his true and lawful attorney in fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post effective amendments) to this Registration Statement on Form S-3, and to sign any related registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post effective amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney in fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney in fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this this post-effective Amendment No. 1 to the registration statement has been signed below by the following persons on June 14, 2018 in the capacities indicated.
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Signature |
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Title |
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/s/ John C. Wobensmith |
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Chief Executive Officer and President (Principal Executive Officer) |
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John C. Wobensmith |
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/s/ Apostolos D. Zafolias |
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Chief Financial Officer (Principal Financial Officer) |
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Apostolos D. Zafolias |
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/s/ Joseph Adamo |
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Chief Accounting Officer (Principal Accounting Officer) |
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Joseph Adamo |
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/s/ Arthur L. Regan |
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Interim Executive Chairman and Director |
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Arthur L. Regan |
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/s/ James G. Dolphin |
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Director |
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James G. Dolphin |
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/s/ Kathleen C. Haines |
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Director |
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Kathleen C. Haines |
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