SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-A/A
AMENDMENT NO. 2.
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FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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DIANA
SHIPPING INC.
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(Exact
name of Issuer as specified in its charter)
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The
Republic of the Marshall Islands
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n/a
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(State
of incorporation or organization)
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(IRS
Employer Identification No.)
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Pendelis
16
175
64 Palaio Faliro
Athens,
Greece
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(Address
of principal executive offices)
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(Zip
Code)
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If
this form relates to the registration of a class of securities pursuant to
Section 12(b) and is effective pursuant to General Instruction A.(c), check
the following box. ý
If
this form relates to the registration of a class of securities pursuant to
Section 12(g) and is effective pursuant to General Instruction A.(d), check
the following box. o
Securities
Act Registration Statement file number to which this form relates:
333-123052
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to be so
registered
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Name
of each exchange on
which
each class is to be registered
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Common
Stock, par value $0.01
Preferred
Stock Purchase Rights
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New
York Stock Exchange
New
York Stock Exchange
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Securities
to be registered pursuant to Section 12(g) of the
Act:
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None
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(Title
of Class)
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Explanatory
Note
This
Amendment No. 2 to Form 8-A is being filed by Diana Shipping Inc. (the
“Company”) for the purpose of including the Notice of Removal of Rights Agent,
the Amendment No. 1 to the Amended and Restated Stockholders Rights Agreement by
and among the Company, Computershare Trust Company, N.A., as successor in
interest to Computershare Trust Company, Inc. (“Computershare”), and Mellon
Investor Services LLC (“Mellon”), the Notice of Appointment of Successor Rights
Agent, and the Second Amended and Restated Stockholders Rights Agreement by and
between the Company and Mellon as Rights Agent.
Item
1. Description of Registrants
Securities to be Registered
Reference is hereby made to the
registration statement on Form 8-A filed with the Securities and Exchange
Commission by the Company on March 15, 2005, as amended on March 18, 2005
(the “Form 8-A”). The Form 8-A relates to the preferred stock purchase rights
(the “Rights”) of the Company.
The Company entered into its initial
Stockholders Rights Agreement with Computershare Trust Company, Inc. as Rights
Agent on February 21, 2005, and a “form-of” this Stockholders Rights Agreement
was incorporated by reference into the Form 8-A on March 15, 2005 as mentioned
above. The Company entered into an amended and restated version of
this Stockholders Rights Agreement on October 15, 2005, which was filed as an
exhibit to its Registration Statement on Form F-1 on November 16, 2005 (the
“Prior Stockholders Rights Agreement”).
The Company entered into an amendment
dated October 7, 2008 to the Prior Stockholders Rights Agreement, (the
“Amendment No. 1 to the Prior Stockholders Rights Agreement”), by and between
the Company, Computershare and Mellon, whereby the Company (i) amended the
provision relating to the removal of the Rights Agent to authorize the Company
to remove the Rights Agent or any successor Rights Agent upon written notice,
sent by first-class mail, to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the preferred shares and the common
stock and to provide that subsequent to the appointment of a successor Rights
Agent, the successor Rights Agent shall send, by first class mail, to the
holders of the rights certificates a Notice of Appointment of Successor Rights
Agent; (ii) removed Computershare as Rights Agent; and (iii) appointed Mellon as
successor Rights Agent. A copy of the Notice of Removal of Rights
Agent, Amendment No. 1 to the Prior Rights Agreement, and Notice of Appointment
of Successor Rights Agent is attached as Exhibit 4.4 and is incorporated herein
by reference.
The Company then entered into the
Second Amended and Restated Rights Agreement, dated as of October 7, 2008, by
and between the Company and Mellon, as Rights Agent (the “New Stockholders
Rights Agreement”), whereby the Company increased the Exercise Price of the
Rights to one hundred dollars ($100) and made other modifications relating to
the rights and obligations between the Company and Mellon. A copy of the New
Stockholders Rights Agreement is attached as Exhibit 4.5 and is incorporated
herein by reference.
Item
2. Exhibits
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Exhibit
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Description
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3.1
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Amended
and Restated Articles of Incorporation, which is hereby incorporated by
reference to Exhibit 1 of the Company's report on Form 6-K that was filed
with the Securities and Exchange Commission on March 29,
2008.
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3.2
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Amended
and Restated Bylaws of the Company, which are hereby incorporated by
reference to Exhibit 1 of the Company's report on Form 6-K, which was
filed with the Securities and Exchange Commission on December 4,
2007.
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4.1
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Form
of Stock Certificate (specimen) of the Company, which is hereby
incorporated by reference to Exhibit 4 in the Amendment No. 1 to the
Registration Statement on Form F-1/A (Registration No. 333-123052),
including exhibits thereto, filed with the Securities and Exchange
Commission on March 15, 2005.
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4.2
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Form
of Stockholders' Rights Agreement, which is hereby incorporated by
reference to Exhibit 10.1 of the Company's Registration Statement on Form
F-1 (Registration No. 333-123052), including exhibits thereto, filed with
the Securities and Exchange Commission on March 1, 2005.
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4.3
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Amended
and Restated Stockholders Rights Agreement dated October 15, 2005, which
is hereby incorporated by reference to Exhibit 10.1 of the Company's
Registration Statement on Form F-1 (Registration No. 333-129726),
including exhibits thereto, filed with the Securities and Exchange
Commission on November 16, 2005.
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4.4
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Notice
of Removal of Rights Agent, Amendment No. 1 to the Amended and Restated
Rights Agreement, and Notice of Appointment of Successor Rights Agent,
dated October 7, 2008.
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4.5
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Amended
and Restated Stockholders Rights Agreement, dated as of October 7, 2008
between Diana Shipping Inc. and Mellon Investor Services LLC, as Rights
Agent.
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934,
the registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated: October 7, 2008 |
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DIANA
SHIPPING INC.
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By:
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/s/
Simeon Palios
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Name:
Simeon Palios
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Title:
Chief Executive Officer
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SK 23159 0002 921704 v4