kl02074.htm
As filed
with the Securities and Exchange Commission on March 2, 2009
Registration No.
333-155758
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
Post-Effective
Amendment No. 2
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)
Republic of the
Marshall
Islands
98-043-9758
(State or other jurisdiction
of (I.R.S.
Employer
incorporation or
organization) Identification
No.)
299
Park Avenue, 20th
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
Financial Officer
299
Park Avenue, 20th
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:
From time
to time after the effective date of this Registration Statement.
If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. £
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. S
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 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. £
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. £
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer x
Accelerated filer ¨
|
Non-accelerated
filer o
Smaller reporting company ¨
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 2 to the Registration Statement (File No.
333-155758) is being filed solely for the purpose of amending the registration
statement to convert it from a Form S-3ASR (automatic shelf registration
statement) to a Form S-3 (non-automatic shelf registration statement), as the
Registrant ceased to
be a well-known seasoned issuer (as such term is defined in Rule 405 of
the Securities Act) upon the filing of its Annual Report on Form 10-K for the
year ended December 31, 2008.
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 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 March 2, 2009.
GENCO
SHIPPING & TRADING LIMITED
By:
/s/ John C.
Wobensmith
John
C. Wobensmith, Chief Financial Officer
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Name Title Date
/s/
Peter C. Georgiopoulos* |
Chairman of the
Board and Director |
March 2,
2009 |
Peter C.
Georgiopoulos |
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/s/
Robert Gerald Buchanan* |
President |
March 2,
2009 |
Robert Gerald
Buchanan |
(Principal Executive
Officer) |
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/s/
John C. Wobensmith |
Chief Financial
Officer, Secretary |
March 2,
2009 |
John C.
Wobensmith |
and Treasurer
(Principal Financial |
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and Accounting
Officer) |
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/s/
Stephen A. Kaplan* |
Director |
March 2,
2009 |
Stephen A.
Kaplan |
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/s/
Nathaniel C.A. Kramer* |
Director |
March 2,
2009 |
Nathaniel C.A.
Kramer |
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/s/
Harry A. Perrin* |
Director |
March 2,
2009 |
Harry A.
Perrin |
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/s/
Mark F. Polzin* |
Director |
March 2,
2009 |
Mark F.
Polzin |
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/s/ Robert C.
North*
Director
March 2, 2009
Rear
Admiral Robert C. North,
USCG
(ret.)
/s/ Basil G.
Mavroleon*
Director
March 2, 2009
Basil G.
Mavroleon
*
Pursuant to powers of attorney executed by each of the above-named officers and
directors and previously filed with the Securities and Exchange
Commission.
By:
/s/ John C.
Wobensmith
John
C. Wobensmith, attorney-in-fact
EXHIBIT
INDEX
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1.1
|
Form(s)
of Underwriting Agreement with respect to Debt
Securities.*
|
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1.2
|
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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4.2
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Form(s)
of Debt Securities.*
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4.3
|
Form
of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to
the registrant’s Registration Statement on Form S−1 (Amendment No. 3) (No.
333−124718) filed on July 18,
2005).
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4.4
|
Form
of Shareholders’ Rights Agreement (incorporated by reference to Exhibit
4.2 to the registrant’s Registration Statement on Form S−1 (Amendment No.
3) (No. 333−124718) filed on July 18,
2005).
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4.5
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Certificate
of Designation of Preferred Stock.*
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4.6
|
Form
of Preferred Stock Certificate.*
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4.7
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Form
of Warrant Agreement (including form of
warrant).*
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4.8
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Form
of Unit Agreement (including form of unit
certificate).*
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4.9
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Amended
and Restated Articles of Incorporation of Genco Shipping & Trading
Limited (the “Company”) as adopted on July 5, 2005 (incorporated by
reference to Exhibit 3.1 to registrant’s Registration Statement on Form
S-1 (Amendment No. 2) (No. 333-124718) filed on July 6,
2005).
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4.10
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Amended
and Restated Bylaws of the Company as adopted April 4, 2006 (incorporated
by reference to Exhibit 3.2 to registrant’s report on Form 8-K dated April
4, 2006 (File No. 000-5142).
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4.11
|
Articles
of Amendment of Articles of Incorporation of the Company as adopted July
21, 2005 (incorporated by reference to Exhibit 3.3 to the registrant’s
Registration Statement on Form S-1 (Amendment No. 6) (No. 333-124718)
filed on July 21, 2005).
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4.12
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Articles
of Amendment of Articles of Incorporation of the Company as adopted May
18, 2006 (incorporated by reference to Exhibit 3.1 to the registrant’s
report on Form 8-K dated May 18, 2006 (File No.
000-5142).
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5.1
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Opinion
of Reeder & Simpson P.C., Marshall Islands counsel to Genco, as to the
legality of securities being
registered.**
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5.2
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Opinion
of Kramer Levin Naftalis & Frankel LLP, U.S. counsel to Genco, as to
the legality of securities being
registered.**
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12.1
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Computation
of Ratio of Earnings to Fixed
Charges.**
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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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Consent of Deloitte & Touche
LLP.
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24.1
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Power
of attorney.**
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25.1
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Statement
of Eligibility of Trustee on Form T-1.
*
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_______________________
*
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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.
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