MC Shipping Inc. S-8 03-24-2006
As
filed
with the Securities and Exchange Commission on March 24, 2006.
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MC
SHIPPING INC.
(Exact
name of issuer as specified in its charter)
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Liberia
|
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98-0101881
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|
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(State
of Incorporation)
|
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(I.R.S.
Employer Identification No.)
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Richmond
House, 12 Par-la-ville Road, Hamilton HM CX, Bermuda
441-295-7933
(Address
and telephone number of principal executive offices)
MC
Shipping Inc. 2001 Stock Option Plan
(Full
Title of the Plans)
John
Blankley
10
Doverton Drive, Greenwich, CT 06831
203-416-5811
(Name,
address and telephone number of agent for service)
Please
address a copy of all communications to:
Dominique
Sergent
Chief
Financial Officer, Vice President and Treasurer
MC
Shipping Inc.
24,
avenue de Fontvieille
98000
Monaco
+
(377) 9205 9404
and
Joy
K. Gallup, Esq.
Milbank,
Tweed, Hadley & McCloy LLP
One
Chase Manhattan Plaza
New
York, New York 10005
(212)
530-5211
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities to be
Registered
|
Amount
to be
Registered
(1)
|
Proposed
Maximum
Offering
Price
Per
Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
|
Common
Stock (par value
$0.01
per share)
|
357,996
shares (2)
|
$11.21
(3)
|
$4,015,204
|
$430
|
(1) Pursuant
to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities
Act"), this registration statement also covers any additional securities that
may be offered or issued in connection with any stock split, stock dividend
or
similar transaction.
(2) Represents
(i) 186,398 shares of common stock issuable upon exercise of options issued
and available to be issued under the 2001 Stock Option Plan and
(ii) 171,598 shares of common stock for resale by certain current and
former employees.
(3) Computed
in accordance with Rule 457(h) of the Securities Act, solely for purposes of
calculating the registration fee based on the exercise price of $9.228 for
the
186,398 shares underlying the outstanding options and, for the remaining 171,598
shares, by averaging the high and low sales prices of MC Shipping Inc. common
stock as reported by the American Stock Exchange on March 20,
2006.
EXPLANATORY
NOTE
We
have
prepared this Registration Statement in accordance with the requirements of
Form
S-8 under the Securities Act, to register 357,996 shares of common stock of
MC
Shipping Inc. (“MC Shipping,” the “Registrant,” “we,” “us” or
“our”).
Of
the
shares to be registered pursuant to this Registration Statement, 186,398 have
been reserved for issuance pursuant to the terms of MC Shipping’s 2001 Stock
Option Plan (the “Plan”).
This
Registration Statement also registers the reoffer and resale, as permitted
by
Form S-8 General Instruction C and Rule 429 of the Securities Act, of up to
357,996 shares of common stock of MC Shipping, of which 171,598 shares of common
stock have been issued under the Plan prior to, or are issuable after, the
filing of this Registration Statement to certain current and former employees
named herein (the “Selling Shareholders”).
This
Registration Statement contains two parts. The first part contains a “reoffer
prospectus” prepared in accordance with Part I of Form S-3 of the Securities
Act. The second part contains information required in this Registration
Statement pursuant to Part II of Form S-8.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8 will be
sent or given to Plan participants as specified by Rule 428(b)(1) of the
Securities Act. Such documents are not being filed with the Securities and
Exchange Commission (the “Commission”) either as part of this Registration
Statement or as prospectuses, or prospectus supplements pursuant to Rule 424
of
the Securities Act, but constitute (along with the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II hereof)
a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
|
ITEM
2.
|
REGISTRANT
INFORMATION AND EMPLOYEE PLAN
INFORMATION
|
The
Registrant will, upon written or oral request, provide without charge to any
persons to whom the prospectuses relating to this Registration Statement are
delivered, a copy of any and all of the information which has been incorporated
by reference in such prospectuses and this Registration Statement (pursuant
to
Item 3 of Part II hereof). Such requests should be directed to the Secretary,
MC
Shipping Inc., 24, avenue de Fontvieille, 98000 Monaco (telephone: + (377)
9205
9404).
REOFFER
PROSPECTUS
MC
SHIPPING INC.
357,996
SHARES OF COMMON STOCK
This
prospectus relates to up to 357,996 shares of common stock, par value $.01
per
share, of MC Shipping Inc. which may be offered or sold from time to time by
the
Selling Shareholders. These shares of common stock are issued or issuable upon
exercise of stock options held by the Selling Shareholders pursuant to the
Plan.
The
price
at which a Selling Shareholder may sell any shares of common stock will be
determined by the prevailing market price for such shares or through a privately
negotiated transaction. We will receive no part of the proceeds of any sale
of
such shares made hereunder. We are paying the expenses incurred in registering
the shares, but all selling and other expenses incurred by each of the Selling
Shareholders will be borne by that Selling Shareholder.
Our
common stock is traded on the American Stock Exchange under the symbol “MCX”. On
March 20,
2006,
the last reported sale price of our common stock on the American Stock Exchange
was $13.45 per share.
The
mailing address of our principal executive offices is Richmond
House, 12 Par-la-ville Road, Hamilton HM CX, Bermuda,
and our
telephone number is (441)
295-7933.
INVESTING
IN OUR COMMON STOCK INVOLVES RISKS.
PLEASE
SEE “RISK FACTORS” BEGINNING ON PAGE 5.
No
person
has been authorized to give any information or to make any representations,
other than those contained in this prospectus in connection with the offering
made hereby, and if given or made, such information or representations must
not
be relied upon as having been authorized by us, any Selling Shareholder or
any
other person. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof.
This
prospectus does not constitute an offer to sell or a solicitation of an offer
to
buy any security other than the securities covered by this prospectus, nor
does
it constitute an offer to or solicitation of any person in any jurisdiction
in
which such offer or solicitation may not lawfully be made.
This
prospectus contains certain forward-looking statements. Actual results could
differ materially from those projected in the forward-looking statements due
to
a number of factors, including those set forth under “Risk Factors” and
elsewhere in this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
The
date
of this prospectus is March 24, 2006.
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8
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8
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9
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9
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10
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10
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10
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MC
Shipping was incorporated on March 17, 1989, in the Republic of Liberia.
Since
its
founding, the Registrant has been engaged in the business of investing in,
owning and operating second-hand vessels. As of December 31, 2005, the
Registrant's fleet included nine liquid petroleum gas ("LPG") carriers and
two
multipurpose seariver vessels. Each of the Registrant’s vessels is owned by a
separate wholly owned subsidiary of the Registrant. In addition,
the Registrant has a 25.8% percent interest in four containerships and a 50%
participation in an additional LPG carrier;
An
LPG
carrier is designed to carry petroleum gases used primarily as low pollution
fuels and as feedstock in the petrochemical and fertilizer industries. A
containership is a vessel designed exclusively to carry containers. A
multipurpose seariver vessel is a small vessel capable of carrying general
cargo
and/or bulk cargo both on rivers and at sea.
The
Registrant generally employs its vessels on time charter, bareboat charter
or
spot charter. With time charters, the Registrant receives a fixed charterhire
per on-hire day and is responsible for meeting all the operating expenses of
the
vessels, such as crew costs, voyage expenses, insurance, repairs and
maintenance. In the case of bareboat charters, the Registrant receives a fixed
charterhire per day for the vessel and the charterer is responsible for all
the
costs associated with the vessel's operation during the bareboat charter period.
In the case of voyage charters, the vessel is contracted only for a voyage
between two ports: the Registrant is paid for the tonnage transported and pays
all voyage costs.
You
should carefully consider the following factors and other information in this
prospectus and in our annual reports on Forms 10-K when you evaluate our
business.
Risks
Related to the Shipping Industry
Our
business is subject to the general volatility of the shipping
market.
The
shipping industry is subject to cyclical fluctuations in charter rates and
vessel values based on changes in supply and demand. The industry has been
experiencing volatility in profitability, vessel values and charter rates
resulting from changes in the supply of, and demand for, shipping capacity.
The
demand for ships is influenced by, among other factors, global and regional
economic conditions, developments in international trade, changes in seaborne
and other transportation patterns, weather patterns, crop yields, armed
conflicts, port congestion, canal closures, political developments, conflicts,
embargoes and strikes. The demand for ships is also influenced by, among other
things, the demand for consumer goods and perishable foodstuffs, dry bulk
commodities, crude oil and oil products. Demand for such products is affected
by, among other things, general economic conditions, commodity prices,
environmental concerns, weather and competition from alternative fuels. The
supply of shipping capacity is a function of the delivery of new vessels and
the
number of older vessels scrapped, converted to other uses, reactivated or lost.
Such supply may be affected by regulation of maritime transportation practices
by governmental and international authorities. All of these factors which affect
the supply of and demand for vessel capacity are beyond the control of the
Registrant. In addition, the nature, timing and degree of changes in the
shipping markets, in which the Registrant operates, as well as future charter
rates and values of its vessels, are not readily predictable.
Our
business is subject to significant environmental and other
regulations.
The
operation of vessels is affected by extensive and changing environmental
protection and other laws and regulations, compliance with which may entail
significant expense, including expenses for ship modifications and changes
in
operating procedures. Such expense could have a material adverse effect on
the
Registrant at any time.
Our
business is subject to government
regulation which may increase our costs and potential liabilities, including
for
the failure to obtain required permits, licenses and certificates and the
failure to keep up with changing regulations.
The
shipping business is materially affected by government regulation in the form
of
international conventions, national, state or local laws and regulations, and
laws and regulations of the flag nations of its vessels, including laws relating
to the discharge of materials into the environment. Because such conventions,
laws and regulations are often revised, the Registrant is unable to predict
the
ultimate costs of complying with such conventions, laws and regulations. Under
certain regulations, a vessel owner may be liable for property and environmental
damages and all of its assets could be subject to claim for such damages.
Moreover, in certain jurisdictions, under the "sister ship" doctrine, all of
the
affiliates in a fleet of ships may be liable for damages caused by, or debts
incurred with respect to, a ship owned by one affiliate, and the ships and
other
assets of all the affiliates may be subject to attachments.
Risks
Related to MC Shipping’s Operations
Our
vessels may be subject to catastrophic loss, which our insurance may be
insufficient to cover.
The
business of the Registrant is affected by the risks of mechanical failure of
the
Registrant’s vessels, collisions, property losses to the vessels, cargo loss or
damage, and business interruption due to political action in foreign countries
and labor strikes. In addition, the operation of any ocean-going vessel entails
an inherent risk of catastrophic marine disaster. The Registrant maintains
Hull
and Machinery Insurance, War Risk Insurance, Protection and Indemnity Insurance,
Freight Demurrage and Defense Insurance and Loss of Earnings Insurance on its
vessels consistent with industry practice. The Registrant maintains total or
constructive total loss coverage for each of its vessels. The insurance
underwriters may require that additional premiums be paid for Hull and Machinery
and War Risk Insurance prior to any vessels entering certain geographical areas
subject to unstable political or military conditions. Although
the Registrant has had no difficulty in obtaining such insurance for its
vessels, there can be no assurance that the Registrant will be able to continue
to procure sufficient amounts of insurance at commercially reasonable rates
to
cover the repair and replacement cost of any vessel which is damaged or
destroyed, loss of earnings on a vessel or the Registrant’s liability in the
event of a catastrophic marine or ecological disaster. Further, the Registrant
cannot guarantee that any particular claim will be paid.
There
may be risks associated with the purchase and operation of second hand vessels.
The
economic useful lives of most gas carriers are generally estimated to be
approximately 30 years, depending on market conditions, the type of cargo being
carried and the level of maintenance. Second-hand vessels carry no warranties
from sellers or manufacturers. In general, expenditures necessary to maintain
a
vessel in good operating condition increase with the age of the vessel.
Second-hand vessels may develop unexpected mechanical and operational problems
despite adherence to regular survey schedules and proper maintenance. Changes
in
governmental regulations and safety standards may require expenditures for
alterations. The Registrant’s vessels range from 10 to 30 years old. There can
be no assurance that market conditions will justify the level of expenditures
necessary to maintain such vessels, to comply with applicable regulations,
to
enable the Registrant to operate such vessels profitably during the remainder
of
such vessels’ useful lives or to sell such vessels at prices approaching or in
excess of the book value. Therefore, the Registrant’s future operating results
could be negatively affected if some of its vessels do not perform as
expected.
We
may face unexpected repair costs for our vessels. Repairs
and maintenance costs are difficult to predict with certainty and may be
substantial. Many of these expenses are not covered by the Registrant’s
insurance. Large repair expenses could decrease the Registrant’s cash flow
and profitability and reduce its liquidity.
Our
revenues may be adversely affected if we do not successfully employ our vessels
at attractive rates.
The
Registrant’s vessels are currently chartered for periods ranging from three to
fifty-one months. Upon the termination of such charters, the Registrant may
seek
to sell one or more of its vessels, enter into medium- to long-term charters
or
trade such vessels in the spot market. If the Registrant decides to recharter
the vessels, there can be no assurance that it will be able to enter into
charters for periods and at rates of hire that will be sufficient to enable
the
Registrant’s vessels to be operated profitably.
We
are dependent upon a few significant charterers and the loss of any one could
have a material adverse affect on our results of operations. The
Registrant has derived and is expected to continue to derive, a significant
portion of its revenues from a limited number of charterers. In 2005, revenues
from three charterers amounted to $12,481,360, $9,731,326 and $9,052,303
respectively representing 35.3%, 27.5% and 25.6% of total revenues. In 2004,
revenues from three charterers amounted to $12,202,388, $8,817,095 and
$8,281,170 respectively representing 38.3%, 27.6% and 26.0% of total revenues
from charterhires. In 2003, revenues from four charterers amounted to
$12,811,153, $7,716,061, $7,605,471 and $4,692,500 respectively representing
35.8%, 21.6%, 21.2% and 13.1% of total revenues. The insolvency of any of these
charterers or the failure by any charterer to meet its charter obligations
would
likely require the Registrant to seek alternate employment for its vessels
and
might have a material adverse impact on the Registrant. In addition, the loss
of
any of these charterers as a customer or a significant decrease in the amount
of
business it transacts with the Registrant could materially adversely affect
the
Registrant’s revenues, cash flows and profitability.
There
may be risks associated with our operations outside the United
States.
The
Registrant’s operations are conducted worldwide, and may be affected by changing
economic, political and social conditions in the countries where the Registrant
is engaged in business or where the Registrant’s vessels are registered or
flagged. In particular, the Registrant’s operations may be affected by war,
expropriation of vessels, the imposition of taxes, increase regulation or other
circumstances, and as a consequence the Registrant may incur higher costs,
its
assets may be impaired or its operations may be curtailed.
Our
operating performance may be materially affected by competition.
Competition in the operation of containerships and LPG carriers is intense.
A
few large and experienced operators, with greater financial resources than
those
of the Registrant, dominate the LPG and containership sectors, particularly
in
the larger ship segments, and there is no assurance that the Registrant will
be
able to compete successfully with other shipping firms.
Related
party transactions may materially affect our business.
Certain
of the directors and executive officers of the Registrant are involved in
outside business activities similar to those conducted by the Registrant. As
a
result of such affiliations, such persons may experience conflicts of interest
in connection with the selection, purchase, operation and sale of the
Registrant’s vessels and those of other entities affiliated with such
persons.
Our
business exposes us to unpredictable contingent liabilities.
Various
claims, suits, and complaints, including those involving government regulations
and product liability, arise in the ordinary course of the shipping business.
In
addition, losses may arise from disputes with charterers, agents, insurance
and
other claims with suppliers relating to the operations of the Registrant’s
vessels.
If
we
default under any of our loan agreements, we could forfeit our rights in our
vessels and their charters. The
Registrant has pledged all of its vessels and related collateral as security
to
the lenders under its loan agreements. Default under any of these loan
agreements, if not waived or modified, would permit the lenders to foreclose
on
the mortgages over the vessels and the related collateral, and the Registrant
could lose its rights in the vessels and their charters.
Risks
Related to MC Shipping’s Common Stock
You
may not be able to sell your common stock when you want to and, if you do,
you
may not be able to receive the price that you want.
Although our common stock trades on the American Stock Exchange, we do not
know
if an active trading market for the common stock will continue or, if it does,
at what prices the common stock may trade. Since the beginning of fiscal 2005,
the reported closing prices for our common stock have ranged from a high of
$15.82 to a low of $3.55. In addition, the stock markets in general, including
the American Stock Exchange, have experienced extreme price and trading volume
fluctuations. These fluctuations have resulted in volatility in the market
prices of securities that has often been unrelated or disproportionate to
changes in operating performance. These broad market fluctuations may adversely
affect the market prices of our common stock. Further, possible additional
issuances could significantly increase the number of shares of our common stock
outstanding, and could result in a decline in the market price of our common
stock. Therefore, you may not be able to sell our common stock when you want
and, if you do, you may not receive the price you want.
We
cannot assure you that we will pay any dividends. In
March
2005, the Registrant’s board of directors initiated a cash dividend
policy. The timing and amount of dividends, if any, could be affected by
factors affecting cash flows, results of operations, required capital
expenditures, or reserves. Maintaining the dividend policy will depend on
the Registrant’s cash earnings, financial condition and cash requirements and
could be affected by factors, including the loss of a vessel, required capital
expenditures, reserves established by the board of directors, increased or
unanticipated expenses, additional borrowings or future issuances of securities,
which may be beyond the Registrant’s control.
We
will
not receive any of the proceeds from the sale of any shares of our common stock
by the Selling Shareholders pursuant to this prospectus. All such proceeds,
net
of brokerage commissions, if any, will be received by the Selling Shareholders.
The
shares of common stock to which this prospectus relates may be offered or sold
from time to time by the Selling Shareholders. A first grant of 163,655 stock
options, a second grant of 100,000 stock options and a third grant of 186,398
stock options were granted to such Selling Shareholders pursuant to the Plan
by
the compensation committee of our board of directors on June 20, 2001, September
17, 2004 and June 14, 2005, respectively.
The
following table sets forth certain information as to the beneficial ownership
of
MC Shipping’s common stock as of March 7, 2006 for each Selling
Shareholder.
|
Name
of Selling
Shareholder
(1)
|
Office/Position
of
Selling
Shareholder
|
Number
of Shares
Beneficially
Owned
Prior to
Sale
(2)
|
Maximum
Number
of Shares
Eligible
To Be
Sold
(3)
|
Number
of Shares
Beneficially
Owned
After
Sale
(4)
|
Percentage
of
Shares
Beneficially
Owned
After
Sale
|
|
Antony
Crawford
|
CEO
and President
|
157,000
|
157,000(5)
|
0
|
1.8%
|
|
Graham
Pimblett
|
COO
|
56,968
|
56,968(6)
|
0
|
*
|
|
Dominique
Sergent
|
CFO,
Vice
President and Treasurer
|
66,935
|
66,935(7)
|
0
|
*
|
|
Barbara
Delacour
|
Administrative
Assistant
|
13,015
|
13,015
(8)
|
0
|
*
|
|
Alex
Gorchakov
|
Corporate
Secretary
|
35,398
|
35,398
(5)
|
|
|
|
Guy
Morel
|
Former
President and COO
|
28,680
|
28,680
(9)
|
0
|
*
|
* Less
than 1%.
|
(1)
|
Each
Selling Shareholder received stock options determined by the compensation
committee of our board of directors. Until June 14, 2005, such stock
options vested 25% per annum, commencing one year after the grant
date of
the respective option. On June 14, 2005, the Board modified the vesting
conditions under the terms of the plan. The options now vest 100%
on the
day following the grant date. If any awards under the Plan expire
or
terminate unexercised, the shares of common stock allocatable to
the
unexercised or terminated portion of such award shall again be available
for award under the
Plan.
|
|
(2)
|
The
number of shares beneficially owned by the Selling Shareholders includes
options to purchase shares of our common stock under the Plan, whether
or
not exercisable, as of or within 60 days of the date of this prospectus,
as well as shares of common stock beneficially owned by the Selling
Shareholder.
|
|
(3)
|
Includes
options to purchase shares of our common stock under the Plan, whether
or
not exercisable, as of or within 60 days of the date of this
prospectus.
|
|
(4)
|
Assumes
the sale of all of the Selling Shareholder’s registered common
stock.
|
|
(5)
|
All
these shares vested in June 2005.
|
|
(6)
|
56,968
of these shares vested in June
2005.
|
|
(7)
|
9967
of these shares vested in June 2004 and 56,968 vested in June 2005.
|
|
(8)
|
3253
of these shares vested in June 2002. 3254 of these shares vested
in each
of June 2003, June 2004 and June
2005.
|
|
(9)
|
14,340
of these shares vested in each of June 2002 and June
2003.
|
We
are
registering the shares of common stock covered by this prospectus for the
Selling Shareholders or their pledgees, donees, transferees or other
successors-in-interest as a gift, partnership distribution or other
non-sale-related-transfer after the date of this prospectus, who may sell the
shares from time to time. The Selling Shareholders will act independently of
us
in making decisions with respect to the timing, manner and size of each sale.
The sales may be made on one or more exchanges or otherwise, at prices and
at
terms then prevailing or at prices related to the then current market price,
or
in negotiated transactions. The Selling Shareholders may effect such
transactions by selling the shares to or through broker-dealers or directly
to
purchasers (in the event of a private sale). The shares may be sold by one
or
more of, or a combination of, the following:
| |
o
|
a
block trade in which the broker-dealer so engaged will attempt to
sell the
shares as agent but may position and resell a portion of the block
as
principal to facilitate the transaction;
|
| |
o
|
purchases
by a broker-dealer as principal and resale by such broker-dealer
for its
account pursuant to this prospectus;
|
| |
o
|
ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; and
|
| |
o
|
in
privately negotiated transactions.
|
Certain
Selling Shareholders may enter into hedging transactions with broker-dealers
in
connection with distributions of the shares or otherwise. In such transactions,
broker-dealers may engage in short sales of the shares in the course of hedging
the positions they assume with certain Selling Shareholders. Certain Selling
Shareholders may also sell the shares short and redeliver the shares to close
out such short positions. Such Selling Shareholders may enter into option or
other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus.
Certain
Selling Shareholders also may loan or pledge the shares to a broker-dealer.
The
broker-dealer may sell the shares so loaned, or upon a default the broker-dealer
may sell the pledged shares, pursuant to this prospectus.
Broker-dealers
or agents may receive compensation in the form of commissions, discounts or
concessions from Selling Shareholders. Broker-dealers or agents may also receive
compensation from the purchasers of the shares for whom they act as agents
or to
whom they sell as principals, or both. In such cases, usual and customary
brokerage fees will be paid by the Selling Shareholders. Broker-dealers or
agents and any other participating broker-dealers or the Selling Shareholders
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act in connection with sales of the shares. Accordingly, any such
commission, discount or concession received by them and any profit on the resale
of the shares purchased by them may be deemed to be underwriting discounts
or
commissions under the Securities Act. Because Selling Shareholders may be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities
Act,
the Selling Shareholders will be subject to the prospectus delivery requirements
of the Securities Act. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 promulgated under the Securities
Act
may be sold under Rule 144 rather than pursuant to this prospectus. There is
no
underwriter or coordinating broker acting in connection with the proposed sale
of the shares by the Selling Shareholders.
We
will
bear all costs, expenses and fees in connection with the registration of the
shares. The Selling Shareholders will bear all commissions and discounts, if
any, attributable to the sales of the shares. The Selling Shareholders may
agree
to indemnify any broker-dealer or agent that participates in transactions
involving sales of the shares against certain liabilities, including liabilities
arising under the Securities Act.
The
common stock being registered hereunder has been registered pursuant to Section
12 of the Exchange Act on Form 8-A (File No. 001-10231) filed with the
Commission on April 20, 1989 and a description of the common stock is contained
in the Exchange Act registration statement which has been filed with the
Commission.
The
consolidated financial statements of MC Shipping as of December 31, 2005 and
for
each of the fiscal years in the three year period ended December 31, 2005 are
incorporated herein by reference from MC Shipping’s annual report on Form 10-K
for the year ended December 31, 2005, in reliance upon the report of Moore
Stephens Hays LLP, independent auditors, also incorporated by reference herein,
and upon the authority of said firm as experts in accounting and
auditing.
We
file
annual, quarterly and special reports and other information with the Securities
and Exchange Commission. You may read and copy any of the information on file
with the Commission at the Commission’s Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330
for
further information on the Public Reference Room. In addition, the Commission
maintains an Internet site at http://www.sec.gov that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the Commission. We began filing documents with the
Commission electronically on November 12, 2002. Our filings with the Commission
are also available to the public from commercial document retrieval services.
Some of our filings are available at http://www.mcshipping.com.
Our
common stock is listed on the American Stock Exchange. Reports and other
information concerning MC Shipping may be inspected at the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York
10006.
We
filed
a registration statement on Form S-8 to register with the Commission the shares
of common stock offered by this prospectus. This document is part of that
registration statement and constitutes a prospectus of MC Shipping. As permitted
by Commission rules, this document does not contain all the information you
can
find in the registration statement or exhibits to the registration
statement.
The
Commission allows us to incorporate by reference information into this document,
which means that we can disclose important information to you by referring
you
to another document filed separately with the Commission. The information
incorporated by reference is deemed to be part of this document, except for
any
information superseded by information in this document or a document
subsequently filed by us. The following documents (which contain important
information about us and our financial performance) have been filed by the
Registrant with the Commission pursuant to the Exchange Act, as applicable,
and
are incorporated by reference herein and shall be deemed to be a part
hereof:
(a) The
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005,
filed March 17, 2006, which contains audited financial statements for the most
recent fiscal year for which statements have been filed.
(b) The
description of the Registrant's common stock contained in the Registrant's
registration statement on Form 8-A filed with the Commission pursuant to Section
12 of the Exchange Act on April 20, 1989, including any amendment or report
filed for the purpose of updating such description.
All
documents subsequently filed by us with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 in this prospectus and made a part hereof from
their respective dates of filing.
Copies
of
these filings, excluding all exhibits unless an exhibit has been specifically
incorporated by reference in this document, are available from us, at no cost,
by writing or telephoning us at:
MC
Shipping Inc.
24,
avenue de Fontvieille
98000
Monaco
+
(377)
9205 9404
Attn:
Corporate Secretary
You
should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have authorized no one to
provide you with different information. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as
of
any date other than the date on the front of that document, regardless of the
time of delivery of this prospectus or of any sale of shares of common
stock.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
|
ITEM
3.
|
INCORPORATION
OF DOCUMENTS BY REFERENCE
|
The
following documents which have been filed by the Registrant with the Commission
pursuant to the Exchange Act, as applicable, are incorporated by reference
herein and shall be deemed to be a part hereof:
1. The
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005,
filed March 17, 2006.
2. The
description of the Registrant's common stock contained in the Registrant's
registration statement on Form 8-A filed with the Commission pursuant to Section
12 of the Exchange Act on April 20, 1989, including any amendment or report
filed for the purpose of updating such description.
All
documents subsequently filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement, 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 in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").
Any
statement contained in an Incorporated Document 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 Incorporated
Document 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
4.
|
DESCRIPTION
OF SECURITIES
|
The
common stock being registered hereunder has been registered pursuant to Section
12 of the Exchange Act on Form 8-A (File No. 001-10231) filed with the
Commission on April 20, 1989 and a description of the common stock is contained
in the Exchange Act registration statement which has been filed with the
Commission.
|
ITEM
5.
|
INTEREST
OF NAMED EXPERTS AND COUNSEL
|
The
consolidated financial statements of MC Shipping as of December 31, 2005 and
for
each of the three years in the period ended December 31, 2005 are incorporated
herein by reference from MC Shipping’s annual report on Form 10-K for the year
ended December 31, 2005, in reliance upon the report of Moore Stephens Hays
LLP,
independent registered public accounting firm, also incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
|
ITEM
6.
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
|
Article
III of the Registrant’s Articles of Incorporation, as amended, provides as
follows:
"The
purpose of the Corporation is to engage in the following
activities:
((1)
through (13) omitted)
"(14)
To
indemnify any person to the full extent permitted by Section 6.13 of the
Business Corporation Act, as now or hereafter amended, restated or recodified
or
as otherwise permitted by law by action of its Board of Directors without the
authorization of the Shareholders, whether or not one or more of the directors
voting for such indemnification constitute or are included among the parties
indemnified; and to purchase and maintain insurance for any such person against
any liability asserted against him and incurred by him, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of the aforesaid Section 6.13."
Section
6.13 of the Business Corporation Act of Liberia provides as
follows:
"1. Actions
not by or in right of the corporation. A
corporation shall have power to indemnify any person who was or is a party
or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a
plea of no contest, or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
"2. Actions
by or in right of the corporation. A
corporation shall have power to indemnify any person who was or is a party
or is
threatened to be made a party to any threatened, pending or completed action
or
suit by or in the right of the corporation to procure judgment in its favor
by
reason of the fact that he is or was a director or officer of the corporation,
is or was serving at the request of the corporation as a director or officer
of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys’ fees) actually and reasonably incurred by
him or in connection with the defense or settlement of such action or suit
if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only
to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
"3. When
director or officer successful. To
the extent that a director or officer of a corporation has been successful
on
the merits or otherwise in defense of any action, suit or proceeding referred
to
in paragraphs 1 or 2, or in the defense of a claim, issue or matter therein,
he
shall be indemnified against expenses (including attorneys’ fees) actually and
reasonably incurred by him in connection therewith.
"4 Payment
of expenses in advance. Expenses
incurred in defending a civil or criminal action, suit or proceeding may be
paid
in advance of the final disposition of such action, suit or proceeding as
authorized by the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
if
it shall ultimately be determined that he is not entitled to be indemnified
by
the corporation as authorized in this section.
"5. Insurance. A
corporation shall have power to purchase and maintain insurance on behalf of
any
person who is or was a director or officer of the corporation or is or was
serving at the request of the corporation as a director or officer against
any
liability asserted against him and incurred by him in such capacity whether
or
not the corporation would have the power to indemnify him against such liability
under the provisions of this section."
"6. Other
rights of indemnification unaffected. The
indemnification and advancement of expenses provided by, or granted pursuant
to,
this section shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office.
"7. Continuation
of indemnification. The
indemnification and advancement of expenses provided by, or granted pursuant
to,
this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who as ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administration
of such persons."
The
Registrant’s By-Laws contain provisions to implement the foregoing Section 6.13.
|
ITEM
7.
|
EXEMPTION
FROM REGISTRATION CLAIMED
|
The
securities that are to be reoffered or resold pursuant to this Registration
Statement were issued pursuant to our 2001 Stock Option Plan in transactions
that were exempt from registration pursuant to Section 4(2) under the Securities
Act.
The
following exhibits are filed with or incorporated by reference into this
Registration Statement (numbering corresponds to the exhibit table in Item
601
of Regulation S-K):
|
Exhibit
No.
|
Description
|
| |
|
|
5.1
|
Opinion
of Holland & Knight LLP as to the legality of the Registrant's common
stock.
|
| |
|
|
10.1
|
2001
Stock Option Plan.
|
| |
|
|
23.1
|
Consent
of Holland & Knight LLP (included in the Opinion filed as Exhibit 5.1
hereto).
|
| |
|
|
23.2
|
Consent
of Moore Stephens Hays LLP, independent registered public accounting
firm.
|
| |
|
|
24.1
|
Power
of Attorney (set forth on the signature page
hereof).
|
(1) The
Registrant hereby undertakes:
(a) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)
To include any prospectus
required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any
facts or events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which, individually or
in
the aggregate, represent a fundamental change in the information set forth
in
the Registration Statement; and
(iii) 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 the Registration Statement;
provided,
however,
that
paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required
to
be included in a post-effective amendment by those paragraphs is contained
in
periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(b) 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.
(c) 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.
(2) The
Registrant hereby undertakes that, for the purpose of determining any liability
under the Securities Act, each filing of MC Shipping Inc.’s annual report
pursuant to Section 13(a) or 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 the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at the time
shall
be deemed to be the initial bona fide offering thereof.
(3) 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 above-mentioned 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.
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 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Principality of Monaco, on March 24, 2006.
|
MC
SHIPPING INC.
|
| |
|
By:/s/
ANTONY
S. CRAWFORD
|
| |
|
Name:
Antony S. Crawford
|
|
Title:
President, Chief Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, the administrator of the
Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of London in the United
Kingdom on March 24, 2006.
|
MC
SHIPPING INC. 2001 STOCK OPTION PLAN
|
| |
|
By:/s/
CHRISTOPHER EDWARDS
|
| |
|
Name:
Christopher Edwards
|
|
Title:
Director of Marine Legal Services
Ltd.
|
POWER
OF
ATTORNEY
Each
person whose signature appears below hereby severally constitutes and appoints
Antony Crawford and John Blankley and each of them acting singly, as his or
her
true and lawful attorney-in-fact and agent, with full and several power of
substitution and resubstitution, to sign for him or her and in his or her name,
place and stead, in any and all capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all post-effective amendments
and supplements to the said Registration Statement, and to file the same, with
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 fully to all intents and purposes as he or she might
or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement or amendment thereto has been signed below by the following persons
in
the capacities and on the date indicated below.
|
SIGNATURE
|
TITLE
|
DATE
|
|
/s/
ANTONY
S. CRAWFORD
|
President,
Chief Executive Officer
|
March
24, 2006
|
|
Antony
S. Crawford
|
|
|
| |
|
|
|
/s/
DOMINIQUE SERGENT
|
Chief
Financial Officer (Principal Accounting Officer)
|
March
24, 2006
|
|
Dominique
Sergent
|
|
|
| |
|
|
|
/s/
CHARLES
B. LONGBOTTOM
|
Chairman
of the Board of Directors
|
March
24, 2006
|
|
Charles
B. Longbottom
|
|
|
| |
|
|
|
/s/
JOHN H. BLANKLEY
|
Director
|
March
24, 2006
|
|
John
H. Blankley
|
|
|
| |
|
|
|
/s/
TULLIO BIGGI
|
Director
|
March
24, 2006
|
|
Tullio
Biggi
|
|
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
| |
|
|
|
Opinion
of Holland & Knight LLP as to the legality of the Registrant's common
stock.
|
| |
|
|
|
2001
Stock Option Plan.
|
| |
|
|
23.1
|
Consent
of Holland & Knight LLP (included in the Opinion filed as Exhibit 5.1
hereto).
|
| |
|
|
|
Consent
of Moore Stephens Hays LLP, independent registered public accounting
firm.
|
| |
|
|
24.1
|
Power
of Attorney (set forth on the signature page
hereof).
|
17