d781643_f-3.htm
As
filed
with the Securities Exchange Commission on June 11, 2007
Registration
Statement No. 333
-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
F-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DIANA
SHIPPING 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.)
|
Diana
Shipping Inc.
Pendelis
16
175
64 Palaio Faliro
Athens,
Greece
(30)
210 947-0100
(Address
and telephone number of Registrant’s principal executive
offices)
|
|
Seward
& Kissel LLP
Attention: Gary
J. Wolfe, Esq.
One
Battery Park Plaza
New
York, New York 10004
(212)
574-1200
(Name,
address and telephone number of agent for
service)
|
Copies
to:
Diana
Shipping Inc.
Pendelis
16
175
64 Palaio Faliro
Athens,
Greece
(30)
210 947-0100
|
|
Gary
J. Wolfe, Esq.
Seward
& Kissel LLP
One
Battery Park Plaza
New
York, New York 10004
(212)
574-1200
|
|
|
|
Approximate
date of commencement of proposed sale to the public: From
time to time after this registration statement becomes effective as determined
by market conditions and other factors.
If
only
securities being registered on the 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, 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
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. o
CALCULATION
OF REGISTRATION
FEE
___________________________________________________________________________________________________________________
Title
of Each Class of Securities to be Registered
|
Amount
to be Registered (1)(4)
|
Proposed
Maximum Aggregate Price Per Unit (2)
|
|
Proposed
Maximum Aggregate Offering Price (1)
|
|
|
Amount
of Registration Fee
|
|
Primary
Offering
|
|
|
|
|
|
|
|
|
Common
Shares, par value $ 0.01 per share (3)
|
|
|
|
|
|
|
|
|
Preferred
Shares, par value $ 0.01 per share (3)
|
|
|
|
|
|
|
|
|
Debt
Securities (3)(4)
|
|
|
|
|
|
|
|
|
Guarantees
(5)
|
|
|
|
|
|
|
|
|
Warrants
(6)
|
|
|
|
|
|
|
|
|
Purchase
Contracts (7)
|
|
|
|
|
|
|
|
|
Units
(8)
|
|
|
|
|
|
|
|
|
Primary
Offering Total
|
|
|
|
$ |
500,000,000
|
|
|
$ |
15,350 |
(9) |
Secondary
Offering
|
|
|
|
|
|
|
|
|
|
|
Common
Shares, par value $ 0.01 per share to be offered by certain selling
shareholders
|
8,000,000
|
$21.67
(10)
|
|
$ |
173,360,000 |
(10) |
|
$ |
5,322.15 |
(10) |
Total
|
|
|
|
$ |
6,373,360
|
|
|
$ |
20,672.15
|
|
(1)
|
Such
amount in U.S. dollars or the equivalent thereof in foreign currencies
as
shall result in an aggregate initial public offering price for all
securities of $500,000,000.
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(o). Any securities registered hereunder may be sold separately
or
as units with other securities registered hereunder. In no
event will the aggregate offering price of all securities sold by
Diana
Shipping Inc. pursuant to this registration statement exceed
$500,000,000.
|
(3)
|
Also
includes such indeterminate amount of debt securities and number
of
preferred shares and common shares as may be issued upon conversion
of or
in exchange for any other debt securities or preferred shares that
provide
for conversion or exchange into other
securities.
|
(4)
|
If
any debt securities are issued at an original issue discount, then
the
offering may be in such greater principal amount as shall result
in a
maximum aggregate offering price not to exceed
$500,000,000.
|
(5)
|
The
debt securities may be guaranteed pursuant to guarantees by the
subsidiaries of Diana Shipping Inc. No separate compensation
will be received for the guarantees. Pursuant to Rule 457(n),
no separate fees for the guarantees are
payable.
|
(6)
|
There
is being registered hereunder an indeterminate number of warrants
as may
from time to time be sold at indeterminate
prices.
|
(7)
|
There
is being registered hereunder an indeterminate number of purchase
contracts as may from time to time be sold at indeterminate
prices.
|
(8)
|
There
is being registered hereunder an indeterminate number of units as
may from
time to time be sold at indeterminate prices. Units may consist
of any combination of the securities registered
hereunder.
|
(9)
|
This
amount, $20,672.15 has been previously paid in connection with the
Registrant’s Registration Statement No. 333-139306 covering $423,525,000
aggregate initial offering price of securities, which was filed on
December 13, 2006 and is being applied to this registration statement
pursuant to Rule 457(p) of the Securities Act. The Registrant
completed an offering of $167,025,000 (including over-allotment)
of its
common shares on April 2, 2007, that were registered under the
Registration Statement No. 333-139306, which will be withdrawn upon
the
declaration of effectiveness of this Registration
Statement.
|
(10)
|
Pursuant
to Rule 457(c), the offering price and registration fee are computed
on
the average of the high and low prices for the common stock on the
New
York Stock Exchange on June 7,
2007.
|
The
Registrants hereby amend this
Registration Statement on such date or dates as may be necessary to delay
its
effective date until the Registrants shall file a further amendment which
specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or
until the Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a),
may
determine.
TABLE
OF ADDITIONAL REGISTRANTS
Exact
Name of Registrant as Specified in its Charter
|
Country
of Incorporation
|
Primary
Standard Industrial Classification Code No.
|
Ailuk
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Bikini
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Buenos
Aires Compania Armadora S.A.
|
Panama
|
4412
|
Cerada
International S.A.
|
Panama
|
4412
|
Changame
Compania Armadora S.A.
|
Panama
|
4412
|
Chorrera
Compania Armadora S.A.
|
Panama
|
4412
|
Cypres
Enterprises Corp.
|
Panama
|
4412
|
Darien
Compania Armadora S.A.
|
Panama
|
4412
|
Diana
Shipping Services S.A.
|
Panama
|
---
|
Eaton
Marine S.A.
|
Panama
|
4412
|
Eniwetok
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Husky
Trading, S.A.
|
Panama
|
4412
|
Jaluit
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Panama
Compania Armadora S.A.
|
Panama
|
4412
|
Skyvan
Shipping Company S.A.
|
Panama
|
4412
|
Texford
Maritime S.A.
|
Panama
|
4412
|
Urbina
Bay Trading, S.A.
|
Panama
|
4412
|
Vesta
Commercial, S.A.
|
Panama
|
4412
|
Kili
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Knox
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Lib
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Majuro
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Taka
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Bulk
Carriers (USA) LLC
|
United
States (Delaware)
|
----
|
Subject
to completion dated June 11, 2007
The
information in this prospectus is not complete and may be changed. This
prospectus is not an offer to sell thse securities and it is not soliciting
an
offer to buy or sell these securities in any jurisdiction where the offer
or
sale is not permitted. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is
effective.
permitted.
$500,000,000
and
8,000,000
of our Common Shares
Offered
by Selling Shareholders
Diana
Shipping Inc.
Through
this prospectus, we may periodically offer:
(2)
|
our
preferred shares,
|
(3)
|
our
debt securities, which may be guaranteed by one or more of our
subsidiaries,
|
(5)
|
our
purchase contracts, and
|
In
addition, the selling shareholders named in the section “Selling Shareholders”
may sell in one or more offerings pursuant to this registration statement up
to
8,000,000 of our common shares that were previously acquired in private
transactions. We will not receive any of the proceeds from the sale of our
common shares by the selling shareholders.
The
prices and other terms of the securities that we will offer will be determined
at the time of their offering and will be described in a supplement to this
prospectus.
Our
common shares are currently listed on the New York Stock Exchange under the
symbol “DSX”.
The
securities issued under this prospectus may be offered directly or through
underwriters, agents or dealers. The names of any underwriters,
agents or dealers will be included in a supplement to this
prospectus.
An
investment in these securities involves risks. See the section
entitled “Risk Factors” on page 7.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
date
of this prospectus
is ,
2007.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THSE SECURITIES AND IT IS NOT SOLICITING
AN
OFFER TO BUY OR SELL THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER
OR
SALE IS NOT PERMITTED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE.
TABLE
OF CONTENTS
|
|
PROSPECTUS
SUMMARY |
1 |
RISK
FACTORS
|
7
|
USE
OF PROCEEDS
|
7
|
FORWARD
LOOKING STATEMENTS
|
7
|
RATIO
OF EARNINGS TO FIXED CHARGES
|
9
|
SELLING
STOCKHOLDERS
|
10
|
CAPITALIZATION
|
11
|
PLAN
OF DISTRIBUTION
|
12
|
ENFORCEMENT
OF CIVIL LIABILITIES
|
13
|
DESCRIPTION
OF CAPITAL STOCK
|
13
|
DESCRIPTION
OF PREFERRED SHARES
|
20
|
DESCRIPTION
OF WARRANTS
|
20
|
DESCRIPTION
OF DEBT SECURITIES
|
21
|
DESCRIPTION
OF PURCHASE CONTRACTS
|
26
|
DESCRIPTION
OF UNITS
|
26
|
EXPENSES
|
26
|
LEGAL
MATTERS
|
26
|
EXPERTS
|
26
|
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
|
26
|
Unless
otherwise indicated, all dollar references in this prospectus are to U.S.
dollars and financial information presented in this prospectus that is derived
from financial statements incorporated by reference is prepared in accordance
with the U.S. generally accepted accounting principles.
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission, or Commission, using a shelf registration
process. Under the shelf registration process, we may sell the common
shares, preferred shares, debt securities, warrants, purchase contracts and
units described in this prospectus in one or more offerings up to a total dollar
amount of $500,000,000. In addition, the selling shareholders may sell in one
or
more offerings pursuant to this registration statement up to 8,000,000 of our
common shares that were previously acquired in private
transactions. This prospectus provides you with a general description
of the securities we or the selling shareholders may offer. Each time
we or the selling shareholders offers securities, we will provide you with
a
prospectus supplement that will describe the specific amounts, prices and terms
of the offered securities. The prospectus supplement may also add,
update or change the information contained in this prospectus. You
should read carefully both this prospectus and any prospectus supplement,
together with the additional information described below.
This
prospectus does not contain all the information provided in the registration
statement that we filed with the Commission. For further information
about us or the securities offered hereby, you should refer to that registration
statement, which you can obtain from the Commission as described below under
“Where You Can Find More Information.”
PROSPECTUS
SUMMARY
This
section summarizes some of the information that is contained later in this
prospectus or in other documents incorporated by reference into this
prospectus. As an investor or prospective investor, you should review
carefully the risk factors incorporated by reference to into this registration
statement from the Company’s Annual Report on Form 20-F filed on June 8, 2007
and the more detailed information that appears later in this prospectus or
is
contained in the documents that we incorporate by reference into this
prospectus.
Our
Company
We
are
Diana Shipping Inc., a Marshall Islands company that owns and operates dry
bulk carriers that transport iron ore, coal, grain and other dry cargoes along
worldwide shipping routes.
Our
fleet
consists of dry bulk carriers that transport iron ore, coal, grain and other
dry
cargoes along worldwide shipping routes. As of December 31, 2006, our operating
fleet consisted of thirteen modern Panamax dry bulk carriers and two Capesize
dry bulk carriers that had a combined carrying capacity of approximately 1.1
million dwt and a weighted average age of 3.7 years. During 2006, 2005 and
2004, we had a fleet utilization of 99.9%, 99.7% and 99.8%, respectively, our
vessels achieved daily time charter equivalent rates of $22,661, $27,838 and
$25,661, respectively, and we generated revenues of $116.1 million, $103.1
million
and
$63.8 million, respectively.
Our
objective is to
expand our presence in the dry bulk shipping industry. In furtherance of this
objective, during 2006 we took delivery of two newly built Panamax dry bulk
carriers and one newly built Capesize dry bulk carrier and in April 2007 we
took
delivery of an additional secondhand Capesize dry bulk
carrier. We have also entered into agreements to acquire two
further newly built Capesize dry bulk carriers that we expect to take delivery
of in June and November 2007, respectively, and have assumed
shipbuilding
contracts for two
Capesize dry bulk carriers currently under construction that we expect to take
delivery of during the second quarter of 2010. In addition, we have
agreed to sell one of our existing Capesize dry bulk carriers, the Pantelis
SP, which we expect to deliver to the buyer in July 2007. In
November 2007, after the expected delivery of all of our new vessels and the
sale of the Pantelis SP, our fleet will consist of 13 Panamax dry bulk
carriers and six Capesize dry bulk carriers, having a combined carrying capacity
of 2.2 million dwt and an average age (excluding the vessels under construction)
of 3.1 years.
Our
Fleet
The
following table presents certain information concerning the dry bulk carriers
in
our fleet, including the vessels that we have agreed to purchase but have not
yet taken delivery of.
Vessel
|
|
Operating
Status
|
|
Dwt
|
|
Age
(1)
|
|
Time
Charter
Expiration
Date (2)
|
|
Daily
Time
Charter
Hire Rate
|
|
Sister
Ships
(3)
|
Nirefs
|
|
Delivered
Jan 2001
|
|
75,311
|
|
6.3
years
|
|
10/2007
to 01/2008
|
|
4tcs
Average + 4.5% (4)
|
|
A
|
Alcyon
|
|
Delivered
Feb 2001
|
|
75,247
|
|
6.3
years
|
|
10/2007
to 02/2008
|
|
$22,582
|
|
A
|
Triton
|
|
Delivered
Mar 2001
|
|
75,336
|
|
6.2
years
|
|
10/2009
to 01/2010
|
|
$24,400
(5)
|
|
A
|
Oceanis
|
|
Delivered
May 2001
|
|
75,211
|
|
6.0
years
|
|
06/2007
|
|
$17,000
|
|
A
|
Dione
|
|
Acquired
May 2003
|
|
75,172
|
|
6.4
years
|
|
11/2007
to 01/2008
|
|
$28,500
|
|
A
|
Danae
|
|
Acquired
July 2003
|
|
75,106
|
|
6.4
years
|
|
02/2009
to 05/2009
|
|
$29,400
|
|
A
|
Protefs
|
|
Delivered
Aug 2004
|
|
73,630
|
|
2.8
years
|
|
02/2008
to 04/2008
|
|
$31,650
|
|
B
|
Calipso
|
|
Delivered
Feb 2005
|
|
73,691
|
|
2.3
years
|
|
12/2007
to 02/2008
|
|
$26,750
|
|
B
|
Pantelis
SP(6)
|
|
Acquired
Feb 2005
|
|
169,883
|
|
8.3
years
|
|
01/2008
to 03/2008
|
|
$47,500
|
|
-
|
Clio
|
|
Delivered
May 2005
|
|
73,691
|
|
2.1
years
|
|
01/2009
to 03/2009
|
|
$27,000
|
|
B
|
Erato
|
|
Acquired
Nov 2005
|
|
74,444
|
|
2.8
years
|
|
11/2007
to 01/2008
|
|
$30,500
|
|
C
|
Thetis
|
|
Acquired
Nov 2005
|
|
73,583
|
|
2.8
years
|
|
08/2007
to 10/2007
|
|
$25,000
|
|
B
|
Coronis
|
|
Delivered
Jan 2006
|
|
74,381
|
|
1.3
years
|
|
01/2009
to 04/2009
|
|
$27,500
|
|
C
|
Naias
|
|
Delivered
Aug 2006
|
|
73,546
|
|
1.0
years
|
|
06/2007
to 09/2007
|
|
$21,000
|
|
B
|
Sideris
GS
|
|
Delivered
Nov 2006
|
|
174,186
|
|
0.5
years
|
|
10/2010
to 01/2011
|
|
$41,000
(7)
|
|
D
|
Aliki
|
|
Acquired
Apr 2007
|
|
180,235
|
|
2.2
years
|
|
03/2011
to 06/2011
|
|
$48,500
(8)
|
|
-
|
Semirio
|
|
Expected
Jun 2007
|
|
175,000
|
|
-
|
|
04/2011
to 07/2011
|
|
$41,000
(9)
|
|
D
|
Boston
|
|
Expected
Nov 2007
|
|
177,000
|
|
-
|
|
10/2011
to 01/2012
|
|
$52,000
(10)
|
|
D
|
Hull
H1107
|
|
Expected
2010
|
|
177,000
|
|
-
|
|
-
|
|
-
|
|
D
|
Hull
H1108
|
|
Expected
2010
|
|
177,000
|
|
-
|
|
-
|
|
-
|
|
D
|
(2)
|
The
date range provided represents the earliest and latest date on which
the
charterer may redeliver the vessel to us upon the termination of
the
charter.
|
(3)
|
Each
dry bulk carrier is a sister ship of each other dry bulk carrier
that has
the same letter.
|
(4)
|
Adjustable
every 15 days based on the average of four pre-determined time charter
routes.
|
(5)
|
The
charterer has the option to employ the vessel for a further 11-13
month
period at a daily rate based on the average rate of four pre-determined
time charter routes. The optional period, if exercised, must be declared
on or before the end of the 30th
month of
employment and can only commence at the end of the 36th
month.
|
(6)
|
The
vessel has been sold to an unrelated third party and is expected
to be
delivered to its new owners in early July
2007.
|
(7)
|
The
daily time charter rate is $46,000 during the first year; $43,000
during
the second year; $39,000 during the third year and $36,000 during
the
fourth year. The charterer has the option to employ the vessel for
a
further 11-13 month period, counting from the end of the 48th
month, at
the daily time charter rate of
$48,500.
|
(8)
|
The
daily time charter rate is $52,000 for the first and second year
and
$45,000 for the third and fourth year. The charterer has the option
to
employ the vessel for a further 11-13 month period, counting from
the end
of the 48th
month, at
the daily time charter rate of
$48,500.
|
(9)
|
The
daily time charter rate is $51,000 for the first and second year
and
$31,000 for the third and fourth year. The charterer has the option
to
employ the vessel for a further 11-13 month period, counting from
the end
of the 48th
month, at
the daily time charter rate of
$48,500.
|
(10)
|
The
charterer has the option to employ the vessel for a further 11-13
month
period counting from the end of the 48th month,
at the daily rate of $52,000. The vessel is expected to be delivered
on or
about November 20, 2007.
|
Each
of
our vessels is owned through a separate wholly-owned Panamanian and Marshall
Islands subsidiary.
We
charter our dry bulk carriers to customers primarily pursuant to time charters.
A time charter involves the hiring of a vessel from its owner for a period
of
time pursuant to a contract under which the vessel owner places its ship
(including its crew and equipment) at the disposal of the charterer. Under
a
time charter, the charterer periodically pays a fixed daily charter hire rate
and bears all voyage expenses, including the cost of bunkers and port and canal
charges. Subject to any restrictions in the contract, the charterer determines
the type and quantity of cargo to be carried and the ports of loading and
discharging. The technical operation and navigation of the vessel at all times
remains the responsibility of the vessel owner, which is generally responsible
for the vessel's operating expenses,
including the cost of crewing, insuring, repairing and maintaining the vessel,
costs of spares and consumable stores, tonnage taxes and other miscellaneous
expenses. In connection with the charter of each of our vessels, we pay
commissions ranging from 0% to 6.25% of the total daily charter hire rate of
each charter to unaffiliated ship brokers and to in-house ship brokers
associated with the charterers, depending on the number of brokers involved
with
arranging the relevant charter. We also pay a commission equal to 2% of the
total daily charter hire rate of each vessel charter to our fleet manager.
However, after our acquisition of DSS effective April 1, 2006, this amount
is being eliminated from the consolidated financial statements as an
intercompany transaction.
We
strategically monitor developments in the dry bulk shipping industry on a
regular basis and adjust the charter hire periods for our vessels according
to
market conditions. Historically, we have primarily employed short-term time
charters that have ranged in duration from a few days to 13 months, which we
believe have provided us with flexibility in responding to market developments
and have assisted us in enhancing the amount of charter hire that we are paid.
As part of our business strategy, 13 of our vessels, including the Capesize
dry
bulk carriers that we expect to take delivery of in June and November 2007,
respectively, are currently employed on longer-term time charters ranging in
duration from 18 months to 48 months.
Our
vessels operate worldwide within the trading limits imposed by our insurance
terms and do not operate in areas where United States, European Union or United
Nations sanctions have been imposed.
Our
Competitive Strengths
We
believe that we possess a number of strengths that provide us with a competitive
advantage in the dry bulk shipping industry:
|
•
|
We
own a modern, high quality fleet of dry bulk carriers. We believe
that owning a modern, high quality fleet reduces operating costs,
improves
safety and provides us with a competitive advantage in securing favorable
time charters. We maintain the quality of our vessels by carrying
out
regular inspections, both while in port and at sea, and adopting
a
comprehensive maintenance program for each
vessel.
|
|
•
|
Our
fleet includes four groups of sister ships. We believe that
maintaining a fleet that includes sister ships enhances the revenue
generating potential of our fleet by providing us with operational
and
scheduling flexibility. The uniform nature of sister ships also improves
our operating efficiency by allowing our fleet manager to apply the
technical knowledge of one vessel to all vessels of the same series,
and
creates economies of scale that enable us to realize cost savings
when
maintaining, supplying and crewing our
vessels.
|
|
•
|
We
have an experienced management team. Our management team consists of
experienced executives who have many years of operating experience in
the shipping industry and have demonstrated ability in managing the
commercial, technical and financial areas of our
business.
|
|
Our
management team is led by Mr. Simeon Palios, a qualified naval
architect and engineer who has 40 years of experience in the shipping
industry.
|
|
•
|
Internal
management of vessel operations. Effective April 1, 2006, we acquired
our fleet manager and now conduct all of the commercial and technical
management of our vessels in-house. We believe that providing our
own
commercial and technical management provides us with a competitive
advantage over many of our competitors by allowing us to more closely
monitor our operations and offer a high quality of performance,
reliability and efficiency.
|
|
•
|
We
benefit from strong relationships with members of the shipping and
financial industries. We have developed strong relationships with
major international charterers, shipbuilders and financial institutions
that we believe are the result of the quality of our operations,
the
strength of our management team and our reputation for
dependability.
|
|
•
|
We
have a strong balance sheet and a relatively low level of
indebtedness. We believe that our strong balance sheet and relatively
low level of indebtedness increase the amount of funds that we may
draw
under our credit facility in connection with future acquisitions
and
enable us to use cash flow that would otherwise be dedicated to debt
service for other purposes, including funding operations and making
dividend payments.
|
Our
Business Strategy
Our
main
objective is to manage and expand our fleet in a manner that enables us to
pay
attractive dividends to our stockholders. To accomplish this objective, we
intend to:
·
|
Continue
to operate a high quality fleet. We believe that our ability to
maintain and increase our customer base will depend on the quality
of our
fleet. We intend to limit our acquisition of ships to vessels that
meet
rigorous industry standards and that are capable of meeting charterer
certification requirements. At the same time, we intend to maintain
the
quality of our existing fleet by carrying out regular inspections
of our
vessels and implementing appropriate maintenance programs for each
vessel.
|
·
|
Strategically
expand the size of our fleet. We intend to grow our fleet through
timely and selective acquisitions of vessels in a manner that is
accretive
to dividends per share. We expect to focus our dry bulk carrier
acquisitions primarily on Panamax and Capesize dry bulk carriers.
We
believe that Panamax dry bulk carriers are subject to relatively
less
volatility in charter hire rates and are able to access a greater
number
of ports and carry a broader range of cargo compared to larger vessels.
Capesize dry bulk carriers offer economies of scale due to their
increased
cargo carrying capacity and provide relatively stable cash flows
and high
utilization rates due to their generally being employed on longer
term
time charters compared to smaller carriers. We intend to continue
to
monitor developments in market conditions regularly and may acquire
other
dry bulk carriers when those acquisitions would, in our view, present
favorable investment opportunities. We may also consider acquisitions
of
other types of vessels but do not intend to acquire tankers. We intend
to
capitalize on the experience and expertise of our management team
when
making acquisition related decisions and expect to continue to place
an
emphasis on sister ships.
|
·
|
Pursue
an appropriate balance of short-term and long-term time charters. We
historically have chartered our vessels to customers primarily pursuant
to
short-term time charters. While we expect to continue to pursue short-term
time charter employment for our Panamax dry bulk carriers, we have
also
entered into time charters in excess 18 months for several of our
vessels.
We believe that employing short-term time charters generally increases
our
flexibility in responding to market developments and assists us in
enhancing the amount of charter hire that we are paid, particularly
during
periods of increasing charter hire rates, while long-term time charters
provide
us the benefit of relatively stable cash flows. We will continue
to
strategically monitor developments in the dry bulk shipping industry
on a
regular basis and adjust our charter hire periods according to market
conditions.
|
·
|
Maintain
a strong balance sheet with low leverage. We expect to draw funds
under our credit facility to fund vessel acquisitions. We intend
to repay
our acquisition related debt in excess of 150 million from time to
time
with the net proceeds of equity issuances. While our leverage will
vary
according to our acquisition strategy and our ability to refinance
acquisition related debt through equity offerings on terms acceptable
to
us, we intend to limit the amount of indebtedness that we have outstanding
at any time to relatively conservative levels. We believe that maintaining
a low level of leverage will allow us to maintain a strong balance
sheet
and will provide us with flexibility in pursuing acquisitions that
are
accretive to dividends per share. We also believe that maintaining
a low
level of indebtedness will allow us to remain competitive in adverse
market conditions, particularly when compared to competitors who
are
burdened with significant levels of
debt.
|
·
|
Maintain
low cost, highly efficient operations. We believe that we are a
cost-efficient and reliable owner and operator of dry bulk carriers
due to
the strength of our management team and the quality of our vessels.
We
intend to actively monitor and control vessel operating expenses
without
compromising the quality of our vessel management by utilizing regular
inspection and maintenance programs, employing and retaining qualified
crew members and taking advantage of the economies of scale that
result
from operating a fleet of sister
ships.
|
·
|
Capitalize
on our established reputation. We believe that we have an established
reputation in the dry bulk shipping industry for maintaining high
standards of performance, reliability and safety. We intend to capitalize
on this reputation in establishing and maintaining relationships
with
major international charterers who consider the reputation of a vessel
owner and operator when entering into time charters and with shipyards
and
financial institutions who consider reputation to be an indicator
of
creditworthiness.
|
Corporate
Structure
Diana
Shipping Inc. is a holding company existing under the laws of the Marshall
Islands. We maintain our principal executive offices at Pendelis 16, 175 64
Palaio Faliro, Athens, Greece. Our telephone number at that address is +30
(210) 947-0100. Our website address is
www.dianashippinginc.com. The information on our website is
not a part of this prospectus.
The
Securities
We
may
use this prospectus to offer up to $500,000,000 of:
·
|
debt
securities, which may be guaranteed by one or more of our
subsidiaries;
|
·
|
purchase
contracts; and
|
·
|
We
may also offer securities of the types listed above that are convertible
or exchangeable into one or more of the securities listed
above.
|
In
addition, the selling shareholders may sell in one or more offerings pursuant
to
this registration statement up to 8,000,000 of our common shares that were
previously acquired in private transactions. We will not receive any of the
proceeds from the sale of our common shares sold by the selling
shareholders.
A
prospectus supplement will describe the specific types, amounts, prices, and
detailed terms of any of these securities that we or the selling shareholders
may offer and may describe certain risks associated with an investment in the
securities. Terms used in the prospectus supplement will have the meanings
described in this prospectus, unless otherwise specified.
RISK
FACTORS
We
have
identified a number of risk factors which you should consider before buying
shares of our common stock. These risk factors are incorporated by reference
into this registration statement from the Company’s Annual Report on Form 20-F
filed on June 8, 2007. Please see “Incorporation of Certain Documents by
Reference”. In addition, you should also consider carefully the risks set forth
under the heading “Risk Factors” in any prospectus supplement before investing
in the shares of common stock offered by this prospectus. The occurrence of
one
or more of those risk factors could adversely impact our results of operations
or financial condition.
USE
OF PROCEEDS
Unless
we
specify otherwise in any prospectus supplement, we intend to use the net
proceeds from the sale of securities by us offered by this prospectus to make
vessel acquisitions and for capital expenditures, repayment of indebtedness,
working capital, and general corporate purposes. We will not receive
any of the proceeds from the sale of our common shares by the selling
shareholders.
FORWARD
LOOKING STATEMENTS
Matters
discussed in this document may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995
provides safe harbor protections for forward-looking statements in order to
encourage companies to provide prospective information about their
business. Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than statements
of
historical facts.
We
desire
to take advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and are including this cautionary statement in
connection with this safe harbor legislation. This document and any
other written or oral statements made by us or on our behalf may include
forward-looking statements which reflect our current views with respect to
future events and financial performance. The words “believe”,
“anticipate”, “intend”, “estimate”, “forecast”, “project”, “plan”, “potential”,
“will”, “may”, “should”, “expect” and similar expressions identify
forward-looking statements.
The
forward-looking statements in this document are based upon various assumptions,
many of which are based, in turn, upon further assumptions, including without
limitation, management’s examination of historical operating trends, data
contained in our records and other data available from third
parties. Although we believe that these assumptions were reasonable
when made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict
and
are beyond our control, we cannot assure you that we will achieve or accomplish
these expectations, beliefs or projections.
In
addition to these important factors and matters discussed elsewhere in this
prospectus, and in the documents incorporated by reference in this prospectus,
important factors that, in our view, could cause actual results to differ
materially from those discussed in the forward-looking statements include the
strength of world economies and currencies, general market conditions, including
fluctuations in charterhire rates and vessel values, changes in demand in the
dry bulk vessel market, changes in the company’s operating expenses, including
bunker prices, drydocking and insurance costs, changes in governmental
rules and regulations or actions taken by regulatory authorities including
those
that may limit the commercial useful lives of dry bulk vessels, potential
liability from pending or future litigation, general domestic and international
political conditions, potential disruption of shipping routes due to accidents
or political events, and other important factors described from time to time
in
the reports we file with the Commission and the New York Stock
Exchange. We caution readers of this prospectus and any prospectus
supplement not to place undue reliance on these forward-looking statements,
which speak only as of their dates. We undertake no obligation to
update or revise any forward-looking statements.
RATIO
OF EARNINGS TO FIXED CHARGES
The
following table sets forth our unaudited ratio of earnings to fixed charges
for
each of the preceding five fiscal years and the three months ended March 31,
2007 (1)
|
|
3
Months Ended March 31
|
|
|
For
the years ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
21,446
|
|
|
$ |
61,063
|
|
|
$ |
64,990
|
|
|
$ |
60,083
|
|
|
$ |
9,489
|
|
|
$ |
76
|
|
Add:
Fixed charges
|
|
|
2,310
|
|
|
|
3,316
|
|
|
|
2,093
|
|
|
|
2,470
|
|
|
|
1,848
|
|
|
|
2,001
|
|
|
|
|
23,756
|
|
|
|
64,379
|
|
|
|
67,083
|
|
|
|
62,553
|
|
|
|
11,337
|
|
|
|
2,077
|
|
Less:
Interest capitalized
|
|
|
362
|
|
|
|
133
|
|
|
|
122
|
|
|
|
339
|
|
|
|
91
|
|
|
|
-
|
|
Total
Earnings
|
|
$ |
23,394
|
|
|
$ |
64,246
|
|
|
$ |
66,961
|
|
|
$ |
62,214
|
|
|
$ |
11,246
|
|
|
$ |
2,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
Charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expensed and capitalized
|
|
|
2,285
|
|
|
|
3,188
|
|
|
|
1,503
|
|
|
|
2,382
|
|
|
|
1,775
|
|
|
|
1,940
|
|
Amortization
and write-off of capitalized expenses relating to
indebtedness
|
|
$ |
25
|
|
|
|
128
|
|
|
|
590
|
|
|
|
88
|
|
|
|
73
|
|
|
|
61
|
|
Total
Fixed Charges
|
|
|
2,310
|
|
|
$ |
3,316
|
|
|
$ |
2,093
|
|
|
$ |
2,470
|
|
|
$ |
1,848
|
|
|
$ |
2,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio
of Earnings to Fixed Charges
|
|
|
10.1x
|
|
|
|
19.4x
|
|
|
|
32.0x
|
|
|
|
25.2x
|
|
|
|
6.1x
|
|
|
|
1.0x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________
(1) We
have not issued any preferred stock as of the date of this
prospectus.
For
purposes of computing the consolidated ratio of earnings to fixed charges,
earnings consist of net income available to common stockholders plus interest
expensed and any amortization and write-off of capitalized expenses relating
to
indebtedness. Fixed charges consist of interest expensed and
capitalized, interest portion of rental expense and amortization and write-off
of capitalized expenses relating to indebtedness.
SELLING
STOCKHOLDERS
The
selling stockholders are offering an aggregate of 8,000,000 of our common shares
which were issued to them in private placements prior to our initial public
offering.
Set
forth
below is information regarding the names and number of shares of common stock
owned and offered by each selling stockholder.
Name
of Selling Stockholder
|
Common
Stock Owned Before Offering
|
Percentage
of Class Prior to the Offering
|
Total
Common Stock Offered Hereby
|
Percentage
of Class Following the Offering
|
Corozal
Compania Naviera S.A. (1)
|
4,762,180
|
7.57%
|
2,144,070
|
4.16%
|
Ironwood
Trading Corp. (2)
|
9,524,360
|
15.15%
|
4,288,139
|
8.33%
|
Zoe
S. Company Ltd. (3)
|
3,482,210
|
5.54%
|
1,567,791
|
3.05%
|
Total
|
17,768,750
|
28.26%
|
8,000,000
|
15.54%
|
(1)
The
address of Corozal Compania Naviera S.A. is: c/o Diana Shipping Services S.A.,
Pentelis 16, 17564, Palaio Faliro, Greece.
(2)
The
address of Ironwood Trading Corp. is: c/o Diana Shipping Services S.A., Pentelis
16, 17564, Palaio Faliro, Greece.
(3)
The
address of Zoe S. Company Ltd., is: Scotia House, 404 East Bay St., P.O.
Box N-3016, Nassau, N.P. Bahamas, Bahamas international business
company.
CAPITALIZATION
The
following table sets forth our consolidated capitalization at March 31, 2007,
on
an actual basis and as adjusted to give effect to (1) the issuance of 9,825,000
shares of common stock at the price of $16.235 per share net of Underwriting
discounts and commissions, before expenses, in our offering in April 2007;
(2)
the repayment of $136.6 million of indebtedness under our revolving credit
facility with part of the proceeds from our offering in April 2007; (3) the
incurrence of $109.0 million of additional indebtedness under our credit
facility in April and May 2007 and (4) the payment of $31.4 million dividend
declared and paid in May 2007.
There
have been no significant changes to our capitalization since March 31, 2007,
as
so adjusted.
|
|
As
of March 31, 2007
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
(Dollars
in thousands)
|
|
Debt:
|
|
|
|
|
|
|
Current
portion of long term debt
|
|
$ |
-
|
|
|
$ |
-
|
|
Long-term
debt, net of current portion
|
|
|
160,680
|
|
|
|
133,080
|
|
Total
Debt
|
|
|
160,680
|
|
|
|
133,080
|
|
Stockholders'
equity:
|
|
|
|
|
|
|
|
|
Preferred
shares, $0.01 par value; 25,000,000 shares authorized, none
issued
|
|
$ |
-
|
|
|
$ |
-
|
|
Common
shares, $0.01 par value; 100,000,000 shares authorized; 53,050,000
shares
issued and outstanding, actual and 62,875,000 shares issued and
outstanding as adjusted
|
|
|
531
|
|
|
|
629
|
|
Additional
paid-in capital
|
|
|
368,477
|
|
|
|
527,888
|
|
Accumulated
deficit
|
|
|
(8,862 |
) |
|
|
(40,300 |
) |
Total
stockholders' equity
|
|
|
360,146
|
|
|
|
488,217
|
|
Total
capitalization
|
|
$ |
520,826
|
|
|
$ |
621,297
|
|
PLAN
OF DISTRIBUTION
We
may
sell or distribute the securities included in this prospectus and the selling
shareholders may sell our common shares through underwriters, through agents,
to
dealers, in private transactions, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices, or at negotiated
prices.
In
addition, we or the selling shareholders may sell some or all of our common
shares included in this prospectus through:
·
|
a
block trade in which a broker-dealer may resell a portion of the
block, as
principal, in order to facilitate the
transaction;
|
·
|
purchases
by a broker-dealer, as principal, and resale by the broker-dealer
for its
account; or
|
·
|
ordinary
brokerage transactions and transactions in which a broker solicits
purchasers.
|
In
addition, we or the selling shareholders may enter into option or other types
of
transactions that require us or them to deliver common shares to a
broker-dealer, who will then resell or transfer the common shares under this
prospectus. We may enter into hedging transactions with respect to
our securities. For example, we may:
·
|
enter
into transactions involving short sales of the common shares by
broker-dealers;
|
·
|
sell
common shares short themselves and deliver the shares to close out
short
positions;
|
·
|
enter
into option or other types of transactions that require us to deliver
common shares to a broker-dealer, who will then resell or transfer
the
common shares under this prospectus;
or
|
·
|
loan
or pledge the common shares to a broker-dealer, who may sell the
loaned
shares or, in the event of default, sell the pledged
shares.
|
We
may
enter into derivative transactions with third parties, or sell securities not
covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates, in
connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged
by us or borrowed from us or others to settle those sales or to close out any
related open borrowings of stock, and may use securities received from us in
settlement of those derivatives to close out any related open borrowings of
stock. The third party in such sale transactions will be an
underwriter and, if not identified in this prospectus, will be identified in
the
applicable prospectus supplement (or a post-effective amendment). In
addition, we may otherwise loan or pledge securities to a financial institution
or other third party that in turn may sell the securities short using this
prospectus. Such financial institution or other third party may
transfer its economic short position to investors in our securities or in
connection with a concurrent offering of other securities.
Any
broker-dealers or other persons acting on our behalf or the behalf of the
selling shareholders that participates with us or the selling shareholders
in
the distribution of the securities may be deemed to be underwriters and any
commissions received or profit realized by them on the resale of the securities
may be deemed to be underwriting discounts and commissions under the Securities
Act of 1933, as amended, or the Securities Act. As of the date of
this prospectus, we are not a party to any agreement, arrangement or
understanding between any broker or dealer and us with respect to the offer
or
sale of the securities pursuant to this prospectus.
At
the
time that any particular offering of securities is made, to the extent required
by the Securities Act, a prospectus supplement will be distributed, setting
forth the terms of the offering, including the aggregate number of securities
being offered, the purchase price of the securities, the initial offering price
of the securities, the names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from us and
any
discounts, commissions or concessions allowed or reallowed or paid to
dealers.
Underwriters
or agents could make sales in privately negotiated transactions and/or any
other
method permitted by law, including sales deemed to be an “at the market”
offering as defined in Rule 415 promulgated under the Securities Act, which
includes sales made directly on or through the Nasdaq Global Select Market,
the
existing trading market for our common shares, or sales made to or through
a
market maker other than on an exchange.
We
will
bear costs relating to all of the securities being registered under this
Registration Statement.
Pursuant
to a requirement by the National Association of Securities Dealers, Inc., or
NASD, the maximum commission or discount to be received by any NASD member
or
independent broker/dealer may not be greater than eight percent (8%) of the
gross proceeds received by the offeror for the sale of any securities being
registered pursuant to SEC Rule 415 under the Securities Act of 1933, as
amended.
ENFORCEMENT
OF CIVIL LIABILITIES
Diana
Shipping Inc. is a Marshall Islands corporation and our principal executive
offices are located outside the United States in Athens, Greece. A majority
of
our directors, officers and the experts named in the prospectus reside outside
the United States. In addition, a substantial portion of our assets and the
assets of our directors, officers and experts are located outside the United
States. As a result, you may have difficulty serving legal process within the
United States upon us or any of these persons. You may also have difficulty
enforcing, both in and outside the United States, judgments you may obtain
in
United States courts against us or these persons in any action, including
actions based upon the civil liability provisions of United States federal
or
state securities laws. Furthermore, there is substantial doubt that the courts
of the Marshall Islands or Greece would enter judgments in original actions
brought in those courts predicated on United States federal or state securities
laws.
DESCRIPTION
OF CAPITAL STOCK
The
following is a description of the material terms of our amended and restated
articles of incorporation and bylaws. We refer you to our
amended and restated articles of incorporation and bylaws, copies of which
have
been filed as exhibits to our registration statement filed in connection with
our initial public offering and incorporated by reference herein.
Purpose
Our
purpose, as stated in our amended and restated articles of incorporation, is
to
engage in any lawful act or activity for which corporations may now or hereafter
be organized under the Business
Corporations
Act of the Marshall Islands, or the BCA. Our amended and restated articles
of
incorporation and bylaws do not impose any limitations on the ownership rights
of our stockholders.
Authorized
Capitalization
Under
our
amended and restated articles of incorporation, as of March 31, 2007, our
authorized capital stock consists of 100,000,000 shares of common stock, par
value $.01 per share, of which 62,875,000 shares were issued and outstanding,
and 25,000,000 shares of preferred stock, par value $.01 per share, of which
no
shares were issued and outstanding. All of our shares of stock are in registered
form.
Common
Stock
Each
outstanding share of common stock entitles the holder to one vote on all matters
submitted to a vote of stockholders. Subject to preferences that may be
applicable to any outstanding shares of preferred stock, holders of shares
of
common stock are entitled to receive ratably all dividends, if any, declared
by
our board of directors out of funds legally available for dividends. Upon our
dissolution or liquidation or the sale of all or substantially all of our
assets, after payment in full of all amounts required to be paid to creditors
and to the holders of preferred stock having liquidation preferences, if any,
the holders of our common stock will be entitled to receive pro rata our
remaining assets available for distribution. Holders of common stock do not
have
conversion, redemption or preemptive rights to subscribe to any of our
securities. The rights, preferences and privileges of holders of common stock
are subject to the rights of the holders of any shares of preferred stock which
we may issue in the future.
Preferred
Stock
Our
amended and restated articles of incorporation authorize our board of directors
to establish one or more series of preferred stock and to determine, with
respect to any series of preferred stock, the terms and rights of that series,
including:
·
|
the
designation of the series;
|
·
|
the
number of shares of the series;
|
·
|
the
preferences and relative, participating, option or other special
rights,
if any, and any qualifications, limitations or restrictions of such
series; and
|
·
|
the
voting rights, if any, of the holders of the
series.
|
Directors
Our
directors are elected by a majority of the votes cast by stockholders entitled
to vote. There is no provision for cumulative voting.
Our
board
of directors must consist of at least one member. Stockholders may change the
number of directors only by the affirmative vote of holders of a majority of
the
outstanding common stock. The board of directors may change the number of
directors only by a majority vote of the entire board. Each director shall
be
elected to serve until the next annual meeting of stockholders and until his
successor shall have been duly elected and qualified, except in the event of
his
death, resignation, removal, or the earlier termination of his term of office.
Our board of directors has the authority to fix the amounts which shall be
payable to the members of the board of directors for attendance at any meeting
or for services rendered to us.
Stockholder
Meetings
Under
our
bylaws, annual stockholder meetings will be held at a time and place selected
by
our board of directors. The meetings may be held in or outside of the Marshall
Islands. Special meetings may be called by stockholders holding not less than
one-fifth of all the outstanding shares entitled to vote at such meeting. Our
board of directors may set a record date between 15 and 60 days before the
date of any meeting to determine the stockholders that will be eligible to
receive notice and vote at the meeting.
Dissenters'
Rights of Appraisal and Payment
Under
the
BCA, our stockholders have the right to dissent from various corporate actions,
including any merger or consolidation sale of all or substantially all of our
assets not made in the usual course of our business, and receive payment of
the
fair value of their shares. In the event of any further amendment of our amended
and restated articles of incorporation, a stockholder also has the right to
dissent and receive payment for his or her shares if the amendment alters
certain rights in respect of those shares. The dissenting stockholder must
follow the procedures set forth in the BCA to receive payment. In the event
that
we and any dissenting stockholder fail to agree on a price for the shares,
the
BCA procedures involve, among other things, the institution of proceedings
in
the high court of the Republic of the Marshall Islands or in any appropriate
court in any jurisdiction in which the company's shares are primarily traded
on
a local or national securities exchange.
Stockholders'
Derivative Actions
Under
the
BCA, any of our stockholders may bring an action in our name to procure a
judgment in our favor, also known as a derivative action, provided that the
stockholder bringing the action is a holder of common stock both at the time
the
derivative action is commenced and at the time of the transaction to which
the
action relates.
Limitations
on Liability and Indemnification of Officers and Directors
The
BCA
authorizes corporations to limit or eliminate the personal liability of
directors and officers to corporations and their stockholders for monetary
damages for breaches of directors' fiduciary duties. Our bylaws include a
provision that eliminates the personal liability of directors for monetary
damages for actions taken as a director to the fullest extent permitted by
law.
Our
bylaws provide that we must indemnify our directors and officers to the fullest
extent authorized by law. We are also expressly authorized to advance certain
expenses (including attorneys fees and disbursements and court costs) to our
directors and offices and carry directors' and officers' insurance providing
indemnification for our directors, officers and certain employees for some
liabilities. We believe that these indemnification provisions and insurance
are
useful to attract and retain qualified directors and executive
offices.
The
limitation of liability and indemnification provisions in our amended and
restated articles of incorporation and bylaws may discourage stockholders from
bringing a lawsuit against directors for breach of their fiduciary duty. These
provisions may also have the effect of reducing the likelihood of derivative
litigation against directors and officers, even though such an action, if
successful, might otherwise benefit us and our stockholders. In addition, your
investment may be adversely affected to the extent we pay the costs of
settlement and damage awards against directors and officers pursuant to these
indemnification provisions.
There
is
currently no pending material litigation or proceeding involving any of our
directors, officers or employees for which indemnification is
sought.
Anti-takeover
Effect of Certain Provisions of our Amended and Restated Articles of
Incorporation and Bylaws
Several provisions of our amended and restated articles of incorporation and
bylaws, which are summarized below, may have anti-takeover effects. These
provisions are intended to avoid costly takeover battles, lessen our
vulnerability to a hostile change of control and enhance the ability of our
board of directors to maximize stockholder value in connection with any
unsolicited offer to acquire us. However, these anti-takeover provisions, which
are summarized below, could also discourage, delay or prevent (1) the
merger or acquisition of our company by means of a tender offer, a proxy contest
or otherwise that a stockholder may consider in its best interest and
(2) the removal of incumbent officers and directors.
Blank
Check Preferred Stock
Under
the terms of our amended and
restated articles of incorporation, our board of directors has authority,
without any further vote or action by our stockholders, to issue up to
25,000,000 shares of blank check preferred stock. Our board of directors may
issue shares of preferred stock on terms calculated to discourage, delay or
prevent a change of control of our company or the removal of our
management.
Classified
Board of Directors
Our
amended and restated articles of
incorporation provide for the division of our board of directors into three
classes of directors, with each class as nearly equal in number as possible,
serving staggered, three year terms. Approximately one-third of our board of
directors will be elected each year. This classified board provision could
discourage a third party from making a tender offer for our shares or attempting
to obtain control of us. It could also delay stockholders who do not agree
with
the policies of our board of directors from removing a majority of our board
of
directors for two years.
Election
and Removal of Directors
Our
amended and restated articles of
incorporation prohibit cumulative voting in the election of directors. Our
bylaws require parties other than the board of directors to give advance written
notice of nominations for the election of directors. Our articles of
incorporation also provide that our directors may be removed only for cause
and
only upon the affirmative vote of a majority of the outstanding shares of our
capital stock entitled to vote for those directors. These provisions may
discourage, delay or prevent the removal of incumbent officers and
directors.
Limited
Actions by Stockholders
Our
amended and restated articles of
incorporation and our bylaws provide that any action required or permitted
to be
taken by our stockholders must be effected at an annual or special meeting
of
stockholders or by the unanimous written consent of our stockholders. Our
amended and restated articles of incorporation and our bylaws provide that,
subject to certain exceptions, our Chairman, Chief Executive Officer, or
Secretary at the direction of the board of directors or holders of not less
than
one-fifth of all outstanding shares may call special meetings of our
stockholders and the business transacted at the special meeting is limited
to
the purposes stated in the notice. Accordingly, a stockholder may be prevented
from calling a special meeting for stockholder consideration of a proposal
over
the opposition of our board of directors and stockholder consideration of a
proposal may be delayed until the next annual meeting.
Advance
Notice Requirements for Stockholder Proposals and Director
Nominations
Our
bylaws provide that stockholders seeking to nominate candidates for election
as
directors or to bring business before an annual meeting of stockholders must
provide timely notice of their proposal in writing to the corporate secretary.
Generally, to be timely, a stockholder's notice must be received at our
principal executive offices not less than 90 days nor more than
120 days prior to the date on which we first mailed our proxy materials for
the preceding year's annual meeting. Our bylaws also specify requirements as
to
the form and content of a stockholder's notice. These provisions may impede
stockholders' ability to bring matters before an annual meeting of stockholders
or make nominations for directors at an annual meeting of
stockholders.
Stockholder
Rights Plan
General
Each
share of our common stock includes
one right, which we refer to as a right, that entitles the holder to purchase
from us a unit consisting of one-thousandth of a share of our preferred stock
at
a purchase price of $25.00 per unit, subject to specified adjustments. The
rights are issued pursuant to a rights agreement between us and Computershare
Trust Company Inc., as rights agent. Until a right is exercised, the holder
of a right will have no rights to vote or receive dividends or any other
stockholder rights.
The
rights may have anti-takeover
effects. The rights will cause substantial dilution to any person or group
that
attempts to acquire us without the approval of our board of directors. As a
result, the overall effect of the rights may be to render more difficult or
discourage any attempt to acquire us. Because our board of directors can approve
a redemption of the rights or a permitted offer, the rights should not interfere
with a merger or other business combination approved by our board of directors.
The adoption of the rights agreement was approved by our existing stockholders
prior to the offering.
We
have summarized the material terms
and conditions of the rights agreement and the rights below. For a complete
description of the rights, we encourage you to read the rights agreement, which
we have filed as an exhibit to the registration statement of which this
prospectus is a part.
Detachment
of the Rights
The
rights are attached to all
certificates representing our currently outstanding common stock and will attach
to all common stock certificates we issue prior to the rights distribution
date
that we describe below. The rights are not exercisable until after the rights
distribution date and will expire at the close of business on the tenth
anniversary date of the adoption of the rights plan, unless we redeem or
exchange them earlier as we describe below. The rights will separate from the
common stock and a rights distribution date would occur, subject to specified
exceptions, on the earlier of the following two dates:
·
|
10 days
following a public announcement that a person or group of affiliated
or
associated persons or an "acquiring person," has acquired or obtained
the
right to acquire beneficial ownership of 15% or more of our outstanding
common stock; or
|
·
|
10
business days following the start of a tender or exchange offer that
would
result, if closed, in a person's becoming an acquiring
person.
|
Persons
who are our stockholders on the
effective date of the rights agreement are excluded from the definition of
"acquiring person" until such time as they acquire an additional 20% of our
outstanding common stock for purposes of the rights, and therefore until such
time, their ownership cannot trigger the rights. Specified
"inadvertent" owners that would otherwise become an acquiring person, including
those who would have this designation as a result of repurchases of common
stock
by us, will not become acquiring persons as a result of those
transactions.
Our board of directors may defer the rights distribution date in some
circumstances, and some inadvertent acquisitions will not result in a person
becoming an acquiring person if the person promptly divests itself of a
sufficient number of shares of common stock.
Until
the rights distribution
date:
·
|
our
common stock certificates will evidence the rights, and the rights
will be
transferable only with those certificates;
and
|
·
|
any
new common stock will be issued with rights and new certificates
will
contain a notation incorporating the rights agreement by
reference.
|
As
soon as practicable after the rights
distribution date, the rights agent will mail certificates representing the
rights to holders of record of common stock at the close of business on that
date. After the rights distribution date, only separate rights certificates
will
represent the rights.
We
will not issue rights with any
shares of common stock we issue after the rights distribution date, except
as
our board of directors may otherwise determine.
Flip-In
Event
A
"flip-in event" will occur under the
rights agreement when a person becomes an acquiring person otherwise than
pursuant to certain kinds of permitted offers. An offer is permitted under
the
rights agreement if a person will become an acquiring person pursuant to a
merger or other acquisition agreement that has been approved by our board of
directors prior to that person becoming an acquiring person.
If
a flip-in event occurs and we have
not previously redeemed the rights as described under the heading "Redemption
of
Rights" below or, if the acquiring person acquires less than 50% of our
outstanding common stock and we do not exchange the rights as described under
the heading "Exchange of Rights" below, each right, other than any right that
has become void, as we describe below, will become exercisable at the time
it is
no longer redeemable for the number of shares of common stock, or, in some
cases, cash, property or other of our securities, having a current market price
equal to two times the exercise price of such right.
When
a flip-in event occurs, all rights
that then are, or in some circumstances that were, beneficially owned by or
transferred to an acquiring person or specified related parties will become
void
in the circumstances the rights agreement specifies.
Flip-Over
Event
A
"flip-over event" will occur under
the rights agreement when, at any time after a person has become an acquiring
person:
·
|
we
are acquired in a merger or other business combination transaction,
other
than specified mergers that follow a permitted offer of the type
we
describe above; or
|
·
|
50%
or more of our assets or earning power is sold or
transferred.
|
If
a flip-over event occurs, each
holder of a right, other than any right that has become void as we describe
under the heading "Flip-In Event" above, will have the right to receive the
number of shares of common stock of the acquiring company which has a current
market price equal to two times the exercise price of such right.
Antidilution
The
number of outstanding rights
associated with our common stock is subject to adjustment for any stock split,
stock dividend or subdivision, combination or reclassification of our common
stock occurring prior to the rights distribution date. With some exceptions,
the
rights agreement will not require us to adjust the exercise price of the rights
until cumulative adjustments amount to at least 1% of the exercise price. It
also will not require us to issue fractional shares of our preferred stock
that
are not integral multiples of one-thousandth of a share, and, instead we may
make a cash adjustment based on the market price of the common stock on the
last
trading date prior to the date of exercise.
Redemption
of Rights
At
any time until the date on which the
occurrence of a flip-in event is first publicly announced, we may order
redemption of the rights in whole, but not in part, at a redemption price of
$0.01 per right. The redemption price is subject to adjustment for any stock
split, stock dividend or similar transaction occurring before the date of
redemption. At our option, we may pay that redemption price in cash or shares
of
common stock. The rights are not exercisable after a flip-in event if they
are
timely redeemed by us or until ten days following the first public announcement
of a flip-in event. If our board of directors timely orders the redemption
of
the rights, the rights will terminate on the effectiveness of that
action.
Exchange
of Rights
We
may, at our option, exchange the
rights (other than rights owned by an acquiring person or an affiliate or an
associate of an acquiring person, which have become void), in whole or in part.
The exchange will be at an exchange ratio of one share of common stock per
right, subject to specified adjustments at any time after the occurrence of
a
flip-in event and prior to any person other than us or our existing stockholders
becoming the beneficial owner of 50% or more of our outstanding common stock
for
the purposes of the rights agreement.
Amendment
of Terms of Rights
During
the time the rights are
redeemable, we may amend any of the provisions of the rights agreement, other
than by decreasing the redemption price. Once the rights cease to be redeemable,
we generally may amend the provisions of the rights agreement, other than to
decrease the redemption price, only as follows:
·
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to
cure any ambiguity, defect or
inconsistency;
|
·
|
to
make changes that do not materially adversely affect the interests
of
holders of rights, excluding the interests of any acquiring person;
or
|
·
|
to
shorten or lengthen any time period under the rights agreement, except
that we cannot lengthen the time period governing redemption or lengthen
any time period that protects, enhances or clarifies the benefits
of
holders of rights other than an acquiring
person.
|
Transfer
Agent
The
registrar and transfer agent for
the common stock is Computershare Trust Company, Inc.
Listing
Shares
of our common stock are listed
on the New York Stock Exchange under the symbol "DSX."
DESCRIPTION
OF PREFERRED SHARES
The
material terms of any series of preferred stock that we offer through a
prospectus supplement will be described in that prospectus
supplement.
The
board
of directors has the authority to issue preferred shares in one or more series
and to determine the rights, preferences and restrictions, with respect to,
among other things, dividends, conversion, voting, redemption, liquidation
and
the number of shares constituting any series. The issuance of preferred shares
may have the effect of delaying, deferring or preventing a change in control
of
the Company without further action by the shareholders. The issuance of
preferred shares with voting and conversion rights may adversely affect the
voting power of the holders of common shares.
DESCRIPTION
OF WARRANTS
We
may
issue warrants to purchase our debt or equity securities or securities of third
parties or other rights, including rights to receive payment in cash or
securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any
other securities and may be attached to, or separate from, such
securities. Each series of warrants will be issued under a separate
warrant agreement to be entered into between us and a warrant
agent. The terms of any warrants to be issued and a description of
the material provisions of the applicable warrant agreement will be set forth
in
the applicable prospectus supplement.
The
applicable prospectus supplement will describe the following terms of any
warrants in respect of which this prospectus is being delivered:
·
|
the
title of such warrants;
|
·
|
the
aggregate number of such warrants;
|
·
|
the
price or prices at which such warrants will be
issued;
|
·
|
the
currency or currencies, in which the price of such warrants will
be
payable;
|
·
|
the
securities or other rights, including rights to receive payment in
cash or
securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination
of the
foregoing, purchasable upon exercise of such
warrants;
|
·
|
the
price at which and the currency or currencies, in which the securities
or
other rights purchasable upon exercise of such warrants may be
purchased;
|
·
|
the
date on which the right to exercise such warrants shall commence
and the
date on which such right shall
expire;
|
·
|
if
applicable, the minimum or maximum amount of such warrants which
may be
exercised at any one time;
|
·
|
if
applicable, the designation and terms of the securities with which
such
warrants are issued and the number of such warrants issued with each
such
security;
|
·
|
if
applicable, the date on and after which such warrants and the related
securities will be separately
transferable;
|
·
|
information
with respect to book-entry procedures, if
any;
|
·
|
if
applicable, a discussion of any material United States Federal income
tax
considerations; and
|
·
|
any
other terms of such warrants, including terms, procedures and limitations
relating to the exchange and exercise of such
warrants.
|
DESCRIPTION
OF DEBT SECURITIES
We
may
issue debt securities from time to time in one or more series, under one or
more
indentures, each dated as of a date on or prior to the issuance of the debt
securities to which it relates. We may issue senior debt securities
and subordinated debt securities pursuant to separate indentures, a senior
indenture and a subordinated indenture, respectively, in each case between
us
and the trustee named in the indenture. These indentures will be
filed either as exhibits to an amendment to this Registration Statement or
a
prospectus supplement, or as an exhibit to a Securities Exchange Act of 1934,
or
Exchange Act, report that will be incorporated by reference to the Registration
Statement or a prospectus supplement. We will refer to any or all of
these reports as “subsequent filings”. The senior indenture and the
subordinated indenture, as amended or supplemented from time to time, are
sometimes referred to individually as an “indenture” and collectively as the
“indentures”. Each indenture will be subject to and governed by the
Trust Indenture Act. The aggregate principal amount of debt
securities which may be issued under each indenture will be unlimited and each
indenture will contain the specific terms of any series of debt securities
or
provide that those terms must be set forth in or determined pursuant to, an
authorizing resolution, as defined in the applicable prospectus supplement,
and/or a supplemental indenture, if any, relating to such series.
Certain
of our subsidiaries may guarantee the debt securities we offer. Those
guarantees may or may not be secured by liens, mortgages, and security interests
in the assets of those subsidiaries. The terms and conditions of any
such subsidiary guarantees, and a description of any such liens, mortgages
or
security interests, will be set forth in the prospectus supplement that will
accompany this prospectus.
Our
statements below relating to the debt securities and the indentures are
summaries of their anticipated provisions, are not complete and are subject
to,
and are qualified in their entirety by reference to, all of the provisions
of
the applicable indenture and any applicable United States federal income tax
considerations as well as any applicable modifications of or additions to the
general terms described below in the applicable prospectus supplement or
supplemental indenture.
General
Neither
indenture limits the amount of debt securities which may be issued, and each
indenture provides that debt securities may be issued up to the aggregate
principal amount from time to time. The debt securities may be issued
in one or more series. The senior debt securities will be unsecured
and will rank on a parity with all of our other unsecured and unsubordinated
indebtedness. Each series of subordinated debt securities will be
unsecured and subordinated to all present and future senior indebtedness of
debt
securities will be described in an accompanying prospectus
supplement.
You
should read the subsequent filings relating to the particular series of debt
securities for the following terms of the offered debt securities:
·
|
the
designation, aggregate principal amount and authorized
denominations;
|
·
|
the
issue price, expressed as a percentage of the aggregate principal
amount;
|
·
|
the
interest rate per annum, if any;
|
·
|
if
the offered debt securities provide for interest payments, the date
from
which interest will accrue, the dates on which interest will be payable,
the date on which payment of interest will commence and the regular
record
dates for interest payment dates;
|
·
|
any
optional or mandatory sinking fund provisions or conversion or
exchangeability provisions;
|
·
|
the
date, if any, after which and the price or prices at which the offered
debt securities may be optionally redeemed or must be mandatorily
redeemed
and any other terms and provisions of optional or mandatory
redemptions;
|
·
|
if
other than denominations of $1,000 and any integral multiple thereof,
the
denominations in which offered debt securities of the series will
be
issuable;
|
·
|
if
other than the full principal amount, the portion of the principal
amount
of offered debt securities of the series which will be payable upon
acceleration or provable in
bankruptcy;
|
·
|
any
events of default not set forth in this
prospectus;
|
·
|
the
currency or currencies, including composite currencies, in which
principal, premium and interest will be payable, if other than the
currency of the United States of
America;
|
·
|
if
principal, premium or interest is payable, at our election or at
the
election of any holder, in a currency other than that in which the
offered
debt securities of the series are stated to be payable, the period
or
periods within which, and the terms and conditions upon which, the
election may be made;
|
·
|
whether
interest will be payable in cash or additional securities at our
or the
holder’s option and the terms and conditions upon which the election may
be made;
|
·
|
if
denominated in a currency or currencies other than the currency of
the
United States of America, the equivalent price in the currency of
the
United States of America for purposes of determining the voting rights
of
holders of those debt securities under the applicable
indenture;
|
·
|
if
the amount of payments of principal, premium or interest may be determined
with reference to an index, formula or other method based on a coin
or
currency other than that in which the offered debt securities of
the
series are stated to be payable, the manner in which the amounts
will be
determined;
|
·
|
any
restrictive covenants or other material terms relating to the offered
debt
securities, which may not be inconsistent with the applicable
indenture;
|
·
|
whether
the offered debt securities will be issued in the form of global
securities or certificates in registered or bearer
form;
|
·
|
any
terms with respect to
subordination;
|
·
|
any
listing on any securities exchange or quotation
system;
|
·
|
additional
provisions, if any, related to defeasance and discharge of the offered
debt securities; and
|
·
|
the
applicability of any guarantees.
|
Unless
otherwise indicated in subsequent filings with the Commission relating to the
indenture, principal, premium and interest will be payable and the debt
securities will be transferable at the corporate trust office of the applicable
trustee. Unless other arrangements are made or set forth in
subsequent filings or a supplemental indenture, principal, premium and interest
will be paid by checks mailed to the holders at their registered
addresses.
Unless
otherwise indicated in subsequent filings with the Commission, the debt
securities will be issued only in fully registered form without coupons, in
denominations of $1,000 or any integral multiple thereof. No service
charge will be made for any transfer or exchange of the debt securities, but
we
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with these debt securities.
Some
or
all of the debt securities may be issued as discounted debt securities, bearing
no interest or interest at a rate which at the time of issuance is below market
rates, to be sold at a substantial discount below the stated principal
amount. United States federal income tax consequences and other
special considerations applicable to any discounted securities will be described
in subsequent filings with the Commission relating to those
securities.
We
refer
you to applicable subsequent filings with respect to any deletions or additions
or modifications from the description contained in this prospectus.
Senior
Debt
We
will
issue senior debt securities under the senior debt indenture. These
senior debt securities will rank on an equal basis with all our other unsecured
debt except subordinated debt.
Subordinated
Debt
We
will
issue subordinated debt securities under the subordinated debt
indenture. Subordinated debt will rank subordinate and junior in
right of payment, to the extent set forth in the subordinated debt indenture,
to
all our senior debt (both secured and unsecured).
In
general, the holders of all senior debt are first entitled to receive payment
of
the full amount unpaid on senior debt before the holders of any of the
subordinated debt securities are entitled to receive a payment on account of
the
principal or interest on the indebtedness evidenced by the subordinated debt
securities in certain events.
If
we
default in the payment of any principal of, or premium, if any, or interest
on
any senior debt when it becomes due and payable after any applicable grace
period, then, unless and until the default is cured or waived or ceases to
exist, we cannot make a payment on account of or redeem or otherwise acquire
the
subordinated debt securities.
If there is any insolvency, bankruptcy, liquidation or other similar proceeding
relating to us or our property, then all senior debt must be paid in full before
any payment may be made to any holders of subordinated debt
securities.
Furthermore,
if we default in the payment of the principal of and accrued interest on any
subordinated debt securities that is declared due and payable upon an event
of
default under the subordinated debt indenture, holders of all our senior debt
will first be entitled to receive payment in full in cash before holders of
such
subordinated debt can receive any payments.
Senior
debt means:
·
|
the
principal, premium, if any, interest and any other amounts owing
in
respect of our indebtedness for money borrowed and indebtedness evidenced
by securities, notes, debentures, bonds or other similar instruments
issued by us, including the senior debt securities or letters of
credit;
|
·
|
all
capitalized lease obligations;
|
·
|
all
hedging obligations;
|
·
|
all
obligations representing the deferred purchase price of property;
and
|
·
|
all
deferrals, renewals, extensions and refundings of obligations of
the type
referred to above;
|
·
|
but
senior debt does not include:
|
·
|
subordinated
debt securities; and
|
·
|
any
indebtedness that by its terms is subordinated to, or ranks on an
equal
basis with, our subordinated debt
securities.
|
Covenants
Any
series of offered debt securities may have covenants in addition to or differing
from those included in the applicable indenture which will be described in
subsequent filings prepared in connection with the offering of such securities,
limiting or restricting, among other things:
·
|
the
ability of us or our subsidiaries to incur either secured or unsecured
debt, or both;
|
·
|
the
ability to make certain payments, dividends, redemptions or
repurchases;
|
·
|
our
ability to create dividend and other payment restrictions affecting
our
subsidiaries;
|
·
|
our
ability to make investments;
|
·
|
mergers
and consolidations by us or our
subsidiaries;
|
·
|
our
ability to enter into transactions with
affiliates;
|
·
|
our
ability to incur liens; and
|
·
|
sale
and leaseback transactions.
|
Modification
of the Indentures
Each
indenture and the rights of the
respective holders may be modified by us only with the consent of holders of
not
less than a majority in aggregate principal amount of the outstanding debt
securities of all series under the respective indenture affected by the
modification, taken together as a class. But no modification
that:
(1)
|
changes
the amount of securities whose holders must consent to an amendment,
supplement or waiver;
|
(2)
|
reduces
the rate of or changes the interest payment time on any security
or alters
its redemption provisions (other than any alteration to any such
Section
which would not materially adversely affect the legal rights of any
holder
under the indenture) or the price at which we are required to offer
to
purchase the securities;
|
(3)
|
reduces
the principal or changes the maturity of any security or reduce the
amount
of, or postpone the date fixed for, the payment of any sinking fund
or
analogous obligation;
|
(4)
|
waives
a default or event of default in the payment of the principal of
or
interest, if any, on any security (except a rescission of acceleration
of
the securities of any series by the holders of at least a majority
in
principal amount of the outstanding securities of that series and
a waiver
of the payment default that resulted from such
acceleration);
|
(5)
|
makes
the principal of or interest, if any, on any security payable in
any
currency other than that stated in the
Security;
|
(6)
|
makes
any change with respect to holders’ rights to receive principal and
interest, the terms pursuant to which defaults can be waived, certain
modifications affecting shareholders or certain currency-related
issues;
or
|
(7)
|
waives
a redemption payment with respect to any Security or change any of
the
provisions with respect to the redemption of any
securities
|
will
be
effective against any holder without his consent. In addition, other
terms as specified in subsequent filings may be modified without the consent
of
the holders.
Events
of Default
Each
indenture defines an event of default for the debt securities of any series
as
being any one of the following events:
·
|
default
in any payment of interest when due which continues for 30
days;
|
·
|
default
in any payment of principal or premium when
due;
|
·
|
default
in the deposit of any sinking fund payment when
due;
|
·
|
default
in the performance of any covenant in the debt securities or the
applicable indenture which continues for 60 days after we receive
notice
of the default;
|
·
|
default
under a bond, debenture, note or other evidence of indebtedness
for
borrowed money by us or our subsidiaries (to the extent we are
directly
responsible or liable therefor)
having a principal amount in excess of a minimum amount set forth
in the
applicable subsequent filing, whether such indebtedness now exists
or is
hereafter created, which default shall have resulted in such indebtedness
becoming or being declared due and payable prior to the date on
which it
would otherwise have become due and payable, without such acceleration
having been rescinded or annulled or cured within 30 days after
we receive
notice of the default; and
|
·
|
events
of bankruptcy, insolvency or
reorganization.
|
An
event
of default of one series of debt securities does not necessarily constitute
an
event of default with respect to any other series of debt
securities.
There
may
be such other or different events of default as described in an applicable
subsequent filing with respect to any class or series of offered debt
securities.
In
case
an event of default occurs and continues for the debt securities of any series,
the applicable trustee or the holders of not less than 25% in aggregate
principal amount of the debt securities then outstanding of that series may
declare the principal and accrued but unpaid interest of the debt securities
of
that series to be due and payable. Any event of default for the debt
securities of any series which has been cured may be waived by the holders
of a
majority in aggregate principal amount of the debt securities of that series
then outstanding.
Each
indenture requires us to file annually after debt securities are issued under
that indenture with the applicable trustee a written statement signed by two
of
our officers as to the absence of material defaults under the terms of that
indenture. Each indenture provides that the applicable trustee may
withhold notice to the holders of any default if it considers it in the interest
of the holders to do so, except notice of a default in payment of principal,
premium or interest.
Subject
to the duties of the trustee in case an event of default occurs and continues,
each indenture provides that the trustee is under no obligation to exercise
any
of its rights or powers under that indenture at the request, order or direction
of holders unless the holders have offered to the trustee reasonable
indemnity. Subject to these provisions for indemnification and the
rights of the trustee, each indenture provides that the holders of a majority
in
principal amount of the debt securities of any series then outstanding have
the
right to direct the time, method and place of conducting any proceeding for
any
remedy available to the trustee or exercising any trust or power conferred
on
the trustee as long as the exercise of that right does not conflict with any
law
or the indenture.
Defeasance
and Discharge
The
terms
of each indenture provide us with the option to be discharged from any and
all
obligations in respect of the debt securities issued thereunder upon the deposit
with the trustee, in trust, of money or U.S. government obligations, or both,
which through the payment of interest and principal in accordance with their
terms will provide money in an amount sufficient to pay any installment of
principal, premium and interest on, and any mandatory sinking fund payments
in
respect of, the debt securities on the stated maturity of the payments in
accordance with the terms of the debt securities and the indenture governing
the
debt securities. This right may only be exercised if, among other
things, we have received from, or there has been published by, the United States
Internal Revenue Service a ruling to the effect that such a discharge will
not
be deemed, or result in, a taxable event with respect to
holders. This discharge would not apply to our obligations to
register the transfer or exchange of debt securities, to replace stolen, lost
or
mutilated debt securities, to maintain paying agencies and hold moneys for
payment in trust.
Defeasance
of Certain Covenants
The
terms of the debt securities provide us with the right to omit complying with
specified covenants and that specified events of default described in a
subsequent filing will not apply. In order to exercise this right, we will
be
required to deposit with the trustee money or U.S. government obligations,
or
both, which through the payment of interest and principal will provide money
in
an amount sufficient to pay principal, premium, if any, and interest on, and
any
mandatory sinking fund payments in respect of, the debt securities on the stated
maturity of such payments in accordance with the terms of the debt securities
and the indenture governing such debt securities. We will also be required
to
deliver to the trustee an opinion of counsel to the effect that the deposit
and
related covenant defeasance should not cause the holders of such series to
recognize income, gain or loss for United States federal income tax
purposes.
A
subsequent filing may further describe the provisions, if any, of any particular
series of offered debt securities permitting a discharge
defeasance.
Subsidiary
Guarantees
Certain
of our subsidiaries may guarantee the debt securities we offer. In
that case, the terms and conditions of the subsidiary guarantees will be set
forth in the applicable prospectus supplement. Unless we indicate
differently in the applicable prospectus supplement, if any of our subsidiaries
guarantee any of our debt securities that are subordinated to any of our senior
indebtedness, then the subsidiary guarantees will be subordinated to the senior
indebtedness of such subsidiary to the same extent as our debt securities are
subordinated to our senior indebtedness.
Global
Securities
The
debt
securities of a series may be issued in whole or in part in the form of one
or
more global securities that will be deposited with, or on behalf of, a
depository identified in an applicable subsequent filing and registered in
the
name of the depository or a nominee for the depository. In such a case, one
or
more global securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal amount of
outstanding debt securities of the series to be represented by the global
security or securities. Unless and until it is exchanged in whole or in part
for
debt securities in definitive certificated form, a global security may not
be
transferred except as a whole by the depository for the global security to
a
nominee of the depository or by a nominee of the depository to the depository
or
another nominee of the depository or by the depository or any nominee to a
successor depository for that series or a nominee of the successor depository
and except in the circumstances described in an applicable subsequent
filing.
We
expect
that the following provisions will apply to depository arrangements for any
portion of a series of debt securities to be represented by a global
security. Any additional or different terms of the depository
arrangement will be described in an applicable subsequent filing.
Upon
the
issuance of any global security, and the deposit of that global security
with or
on behalf of the depository for the global security, the depository will
credit,
on its book-entry registration and transfer system, the principal amounts
of the
debt securities represented by that global security to the accounts of
institutions that have accounts with the depository or its nominee. The accounts
to be credited will be designated by the underwriters or agents engaging
in the
distribution of the debt securities or by us, if the debt securities are
offered
and sold directly by us. Ownership of beneficial interests in a global security
will be limited to participating institutions or persons that may hold interest
through such participating institutions. Ownership of beneficial
interests by participating institutions in the global security
will be shown on, and the transfer of the beneficial interests will be effected
only through, records maintained by the depository for the global security
or by
its nominee. Ownership of beneficial interests in the global security
by persons that hold through participating institutions will be shown on,
and
the transfer of the beneficial interests within the participating institutions
will be effected only through, records maintained by those participating
institutions. The laws of some jurisdictions may require that purchasers
of
securities take physical delivery of the securities in certificated
form. The foregoing limitations and such laws may impair the ability
to transfer beneficial interests in the global securities.
So
long
as the depository for a global security, or its nominee, is the registered
owner
of that global security, the depository or its nominee, as the case may be,
will
be considered the sole owner or holder of the debt securities represented by
the
global security for all purposes under the applicable
indenture. Unless otherwise specified in an applicable subsequent
filing and except as specified below, owners of beneficial interests in the
global security will not be entitled to have debt securities of the series
represented by the global security registered in their names, will not receive
or be entitled to receive physical delivery of debt securities of the series
in
certificated form and will not be considered the holders thereof for any
purposes under the indenture. Accordingly, each person owning a beneficial
interest in the global security must rely on the procedures of the depository
and, if such person is not a participating institution, on the procedures of
the
participating institution through which the person owns its interest, to
exercise any rights of a holder under the indenture.
The
depository may grant proxies and otherwise authorize participating institutions
to give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a holder is entitled to give or take under the
applicable indenture. We understand that, under existing industry practices,
if
we request any action of holders or any owner of a beneficial interest in the
global security desires to give any notice or take any action a holder is
entitled to give or take under the applicable indenture, the depository would
authorize the participating institutions to give the notice or take the action,
and participating institutions would authorize beneficial owners owning through
such participating institutions to give the notice or take the action or would
otherwise act upon the instructions of beneficial owners owning through
them.
Unless
otherwise specified in an applicable subsequent filings, payments of principal,
premium and interest on debt securities represented by global security
registered in the name of a depository or its nominee will be made by us to
the
depository or its nominee, as the case may be, as the registered owner of the
global security.
We
expect
that the depository for any debt securities represented by a global security,
upon receipt of any payment of principal, premium or interest, will credit
participating institutions’ accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of the global
security as shown on the records of the depository. We also expect
that payments by participating institutions to owners of beneficial interests
in
the global security held through those participating institutions will be
governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in street
names, and will be the responsibility of those participating institutions.
None
of us, the trustees or any agent of ours or the trustees will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in a global security, or for
maintaining, supervising or reviewing any records relating to those beneficial
interests.
Unless
otherwise specified in the applicable subsequent filings, a global security
of
any series will be exchangeable for certificated debt securities of the same
series only if:
·
|
the
depository for such global securities notifies us that it is unwilling
or
unable to continue as depository or such depository ceases to be a
clearing agency registered under the Exchange Act and, in either case,
a
successor depository is not appointed by us within 90 days after we
receive the notice or become aware of the
ineligibility; |
·
|
we
in our sole discretion determine that the global securities shall
be
exchangeable for certificated debt securities;
or
|
·
|
there
shall have occurred and be continuing an event of default under the
applicable indenture with respect to the debt securities of that
series.
|
Upon
any
exchange, owners of beneficial interests in the global security or securities
will be entitled to physical delivery of individual debt securities in
certificated form of like tenor and terms equal in principal amount to their
beneficial interests, and to have the debt securities in certificated form
registered in the names of the beneficial owners, which names are expected
to be
provided by the depository’s relevant participating institutions to the
applicable trustee.
In
the
event that the Depository Trust Company, or DTC, acts as depository for the
global securities of any series, the global securities will be issued as fully
registered securities registered in the name of Cede & Co., DTC’s
partnership nominee.
DTC
is a
limited purpose trust company organized under the New York Banking Law, a
“banking organization” within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a “clearing corporation” within the meaning of
the New York Uniform Commercial Code, and a “clearing agency” registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participating institutions deposit with
DTC. DTC also facilitates the settlement among participating
institutions of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
participating institutions’ accounts, thereby eliminating the need for physical
movement of securities certificates. Direct participating
institutions include securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations. DTC is owned by a number of
its
direct participating institutions and by the New York Stock Exchange, Inc.,
the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others, such as
securities brokers and dealers and banks and trust companies that clear through
or maintain a custodial relationship with a direct participating institution,
either directly or indirectly. The rules applicable to DTC and its participating
institutions are on file with the Commission.
To
facilitate subsequent transfers, the debt securities may be registered in the
name of DTC’s nominee, Cede & Co. The deposit of the debt
securities with DTC and their registration in the name of Cede & Co. will
effect no change in beneficial ownership. DTC has no knowledge of the
actual beneficial owners of the debt securities. DTC’s records
reflect only the identity of the direct participating institutions to whose
accounts debt securities are credited, which may or may not be the beneficial
owners. The participating institutions remain responsible for keeping
account of their holdings on behalf of their customers.
Delivery
of notices and other communications by DTC to direct participating institutions,
by direct participating institutions to indirect participating institutions,
and
by direct participating institutions and indirect participating institutions
to
beneficial owners of debt securities are governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in
effect.
Neither
DTC nor Cede & Co. consents or votes with respect to the debt
securities. Under its usual procedures, DTC mails a proxy to the
issuer as soon as possible after the record date. The proxy
assigns
Cede & Co.’s consenting or voting rights to those direct participating
institution to whose accounts the debt securities are credited on the record
date.
If
applicable, redemption notices shall be sent to Cede & Co. If
less than all of the debt securities of a series represented by global
securities are being redeemed, DTC’s practice is to determine by lot the amount
of the interest of each direct participating institutions in that issue to
be
redeemed.
To
the
extent that any debt securities provide for repayment or repurchase at the
option of the holders thereof, a beneficial owner shall give notice of any
option to elect to have its interest in the global security repaid by us,
through its participating institution, to the applicable trustee, and shall
effect delivery of the interest in a global security by causing the direct
participating institution to transfer the direct participating institution’s
interest in the global security or securities representing the interest, on
DTC’s records, to the applicable trustee. The requirement for physical delivery
of debt securities in connection with a demand for repayment or repurchase
will
be deemed satisfied when the ownership rights in the global security or
securities representing the debt securities are transferred by direct
participating institutions on DTC’s records.
DTC
may
discontinue providing its services as securities depository for the debt
securities at any time. Under such circumstances, in the event that a
successor securities depository is not appointed, debt security certificates
are
required to be printed and delivered as described above.
We
may
decide to discontinue use of the system of book-entry transfers through the
securities depository. In that event, debt security certificates will
be printed and delivered as described above.
The
information in this section concerning DTC and DTC’s book-entry system has been
obtained from sources that we believe to be reliable, but we take no
responsibility for its accuracy.
DESCRIPTION
OF PURCHASE CONTRACTS
We
may
issue purchase contracts for the purchase or sale of:
·
|
debt
or equity securities issued by us or securities of third parties,
a basket
of such securities, an index or indices of such securities or any
combination of the above as specified in the applicable prospectus
supplement;
|
Each
purchase contract will entitle the holder thereof to purchase or sell, and
obligate us to sell or purchase, on specified dates, such securities, currencies
or commodities at a specified purchase price, which may be based on a formula,
all as set forth in the applicable prospectus supplement. We may,
however, satisfy our obligations, if any, with respect to any purchase contract
by delivering the cash value of such purchase contract or the cash value of
the
property otherwise deliverable or, in the case of purchase contracts on
underlying currencies, by delivering the underlying currencies, as set forth
in
the applicable prospectus supplement. The applicable prospectus
supplement will also specify the methods by which the holders may purchase
or
sell such securities, currencies or commodities and any acceleration,
cancellation or termination provisions or other provisions relating to the
settlement of a purchase contract.
The
purchase contracts may require us to make periodic payments to the holders
thereof or vice versa, which payments may be deferred to the extent set forth
in
the applicable prospectus supplement, and
those
payments may be unsecured or prefunded on some basis. The purchase
contracts may require the holders thereof to secure their obligations in
a
specified manner to be described in the applicable prospectus
supplement. Alternatively, purchase contracts may require holders to
satisfy their obligations thereunder when the purchase contracts are
issued. Our obligation to settle such pre-paid purchase contracts on
the relevant settlement date may constitute
indebtedness. Accordingly, pre-paid purchase contracts will be issued
under either the senior indenture or the subordinated
indenture.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue units consisting
of one or more purchase contracts, warrants, debt securities, preferred shares,
common shares or any combination of such securities. The applicable
prospectus supplement will describe:
·
|
the
terms of the units and of the purchase contracts, warrants, debt
securities, preferred shares and common shares comprising the units,
including whether and under what circumstances the securities comprising
the units may be traded separately;
|
·
|
a
description of the terms of any unit agreement governing the units;
and a
description of the provisions for the payment, settlement, transfer
or
exchange or the units.
|
EXPENSES
The
following are the estimated expenses of the issuance and distribution of the
securities being registered under the registration statement of which this
prospectus forms a part, all of which will be paid by us.
SEC registration fee |
|
$20,672.15 |
|
|
Blue
sky fees and expenses |
|
$______* |
|
Printing
and engraving expenses |
|
$______* |
|
Legal
fees and expenses |
|
$______* |
|
NYSE
Supplemental Listing Fee |
|
$______* |
|
Accounting
fees and expenses |
|
$______* |
|
Indenture
Trustee fees and expenses |
|
$______* |
|
Transfer
Agent fees |
|
$______* |
|
Miscellaneous |
|
$______* |
|
|
|
$______* |
|
Total |
|
|
|
|
*
|
To
be provided by amendment or as an exhibit to Report on Form 6-K that
is
incorporated by reference into this
prospectus.
|
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon for
us
by Seward & Kissel LLP, New York, New York with respect to matters of U.S.
and Marshall Island law.
EXPERTS
The
consolidated financial statements of Diana Shipping Inc. appearing in Diana
Shipping Inc.’s Annual Report on Form 20-F for the year ended December 31, 2006,
have been audited by Ernst & Young (Hellas) Certified Auditors Accountants
S.A., independent registered public accounting firm, as set forth in their
report thereon, included therein, and incorporated herein by
reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of
such
firm as experts in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
As
required by the Securities Act of 1933, we filed a registration statement
relating to the securities offered by this prospectus with the
Commission. This prospectus is a part of that registration statement,
which includes additional information.
Government
Filings
We
file
annual and special reports within the Commission. You may read and
copy any document that we file at the public reference facilities maintained
by
the Commission at 100 F Street, N.E., Room 1580, Washington, D.C.
20549. You may obtain information on the operation of the public
reference room by calling 1 (800) SEC-0330, and you may obtain copies at
prescribed rates from the Public Reference Section of the Commission at its
principal office in Washington, D.C. 20549. The Commission maintains
a website (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. In addition, you can obtain information about us
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
Information
Incorporated by Reference
The
Commission allows us to “incorporate by reference” information that we file with
it. This means that we can disclose important information to you by
referring you to those filed documents. The information incorporated
by reference is considered to be a part of this prospectus, and information
that
we file later with the Commission prior to the termination of this offering
will
also be considered to be part of this prospectus and will automatically update
and supersede previously filed information, including information contained
in
this document.
We
incorporate by reference the documents listed below and any future filings
made
with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:
·
|
Annual
Report on Form 20-F for the year ended December 31, 2006, filed with
the
Commission on June 11, 2007, which contains audited consolidated
financial statements for the most recent fiscal year for which those
statements have been filed;
|
We
are
also incorporating by reference all subsequent annual reports on Form 20-F
that
we file with the Commission and certain Reports on Form 6-K that we furnish
to
the Commission after the date of this prospectus (if they state that they are
incorporated by reference into this prospectus) until we file a post-effective
amendment indicating that the offering of the securities made by this prospectus
has been terminated. In all cases, you should rely on the later
information over different information included in this prospectus or the
prospectus supplement.
You
should rely only on the information contained or incorporated by reference
in
this prospectus and any accompanying prospectus supplement. We have
not, and any underwriters have not, authorized any other person to provide
you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and
the underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this prospectus and any accompanying
prospectus supplement as well as the information we previously filed with the
Commission and incorporated by reference, is accurate as of the dates on the
front cover of those documents only. Our business, financial
condition and results of operations and prospects may have changed since those
dates.
You
may
request a free copy of the above mentioned filings or any subsequent filing
we
incorporated by reference to this prospectus by writing or telephoning us at
the
following address:
Diana
Shipping Inc.
Pendelis
16
175
64 Palaio Faliro
Athens,
Greece
(30)
210 947-0100
Information
provided by the Company
We
will
furnish holders of our common shares with annual reports containing audited
financial statements and a report by our independent public accountants, and
intend to furnish semi-annual reports containing selected unaudited financial
data for the first six months of each fiscal year. The audited financial
statements will be prepared in accordance with United States generally accepted
accounting principles and those reports will include a “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” section for the
relevant periods. As a “foreign private issuer”, we are exempt from
the rules under the Securities Exchange Act prescribing the furnishing and
content of proxy statements to shareholders. While we intend to
furnish proxy statements to any shareholder in accordance with the rules of
the
New York Stock Exchange, those proxy statements are not expected to conform
to
Schedule 14A of the proxy rules promulgated under the Exchange
Act. In addition, as a “foreign private issuer”, we are exempt from
the rules under the Exchange Act relating to short swing profit reporting and
liability.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
8. Indemnification of Directors and Officers.
Section
7.01 of the By-Laws of the Company provides that:
The
corporation shall indemnify any director or officer of the corporation who
was
or is an “authorized representative” of the corporation (which shall mean for
the purposes of this Article a director or officer of the corporation, or a
person serving at the request of the corporation as a director, officer, partner
or trustee of another corporation, partnership, joint venture, trust or other
enterprise) and who was or is a “party” (which shall include for purposes of
this Article the giving of testimony or similar involvement) or is threatened
to
be made a party to any “third party proceeding” (which shall mean for purposes
of this Article 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 such person
was or is an authorized representative of the corporation, against expenses
which shall include for purposes of this Article attorneys’ fees), judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such third party proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in,
or
not opposed to, the best interests of the corporation and, with respect to
any
criminal third party proceeding (which shall include for purposes of this
Article any investigation which could or does lead to a criminal third party
proceeding) had not reasonable cause to believe such conduct was
unlawful. The termination of any third party proceeding by judgment,
order, settlement, indictment, conviction or upon a plea of no contest or its
equivalent, shall not, of itself, create a presumption that the authorized
representative did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal third party proceeding, had
reasonable cause to believe that such conduct was unlawful.
Section
7.02 of the By-laws of the Company provides that:
The
corporation shall indemnify any director or officer of the corporation who
was
or is an authorized representative of the corporation and who was or is a party
or is threatened to be made a party to any “corporate proceeding” (which shall
mean for purposes of the Article any threatened, pending or completed action
or
suit by or in the right of the corporation to procure a judgment in its favor
or
any investigative proceeding by or on behalf of the corporation) by reason
of
the fact that such person was or is an authorized representative of the
corporation, against expensed (including attorneys’ fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such corporate proceeding if such person acted in good faith and in a manner
such person reasonably believed to in, or not opposed to, the best interests
of
the corporation, 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 such person’s duty to
the corporation unless and only to the extent that the court in which such
corporate proceeding was pending shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such authorized representative is fairly and reasonably entitled to indemnity
for such expenses which the court shall deem proper.
Section
7.03 of the By-laws of the Company provides that:
To
the
extent that an authorized representative of the corporation who neither was
nor
is a director or officer of the corporation has been successful on the merits
or
otherwise in defense of any third party or corporate proceeding or in defense
of
any claim, issue or matter therein, such person shall be indemnified against
actually and reasonably incurred by such person in connection
therewith. Such an authorized representative may, at the discretion
of the corporation, be indemnified by the corporation in any other circumstances
to any extent if the corporation would be required by Section 7.01 or 7.02
of this Article to indemnify such person in such circumstances to such extent
if
such person were or had been a director or officer of the
corporation.
Section 60
of the Associations Law
of the Republic of the Marshall Islands provides as follows:
Indemnification
of directors and
officers.
(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 bests
interests of the corporation, and, with respect to any criminal action or
proceedings, had reasonable cause to believe that his conduct was
unlawful.
(2) Actions
by or in right of the corporation. A corporation shall have the 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 a judgment in its favor 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, 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)
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
claims, 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 subsections (1) or (2) of this section, 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)
Indemnification pursuant to other rights. The indemnification and advancement
of
expenses provided by, or granted pursuant to, the other subsections of 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 stockholders or disinterested directors or otherwise, both
as
to action in his official capacity and as to action in another capacity while
holding such office.
(6) 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 has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(7) Insurance.
A corporation shall have the 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.
Item
9. Exhibits
A
list of
exhibits included as part of this registration statement is set forth in the
Exhibit Index which immediately precedes such exhibits and is incorporated
herein by reference.
Item
10. Undertakings.
|
The
undersigned registrant hereby
undertakes:
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(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement,
|
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933;
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(ii)
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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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value
of
securities offered would not exceed that which was registered) and
any
deviation from the low or high end of the estimated maximum offering
range
may be reflected in the form of prospectus filed with the Commission
pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration
statement.
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(iii)
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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.
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Paragraphs
1(i), 1(ii) and 1(iii) above, do not apply if the information required to be
included in a post effective amendment is contained in reports filed with or
furnished to the Commission that are incorporated by reference in this
Registration Statement or is contained in a form of prospectus filed pursuant
to
Rule 424(b) under the Securities Act that is part of this Registration
Statement,
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(2)
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That,
for the purpose of determining any liability under the Securities
Act of
1933, as amended, 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.
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(3)
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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.
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(4)
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To
file a post-effective amendment to the registration statement to
include
any financial statements required by Item 8.A. of Form 20-F at the
start
of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished,
provided, that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other information necessary
to
ensure that all other information in the prospectus is at least as
current
as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Securities Act
of 1933
or Rule 3-19 of this chapter if such financial statements and information
are contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934 that are incorporated by reference
in
the Form F-3.
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(5)
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Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be
deemed to be part of this Registration Statement as of the date the
filed
prospectus was deemed part of and included in this Registration
Statement.
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(6)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or
(b)(7) as part of this Registration Statement for the purpose of
providing
the information required by section 10(a) of the Securities Act of
1933
shall be deemed to be part of and included in this Registration Statement
as of the earlier of the date such form of prospectus is first used
after
effectiveness or the date of the first contract of sale of securities
in
the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is
at that
date an underwriter, such date shall be deemed to be a new effective
date
of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering
of such securities at that time shall be deemed to be the initial
bona
fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a
purchaser
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(6)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or
(b)(7) as part of this Registration Statement for the purpose of
providing
the information required by section 10(a) of the Securities Act of
1933
shall be deemed to be part of and included in this Registration Statement
as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities
in
the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is
at that
date an underwriter, such date shall be deemed to be a new effective
date
of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering
of such securities at that time shall be deemed to be the initial
bona
fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser
with
a time of contract of sale prior to such effective date, supersede
or
modify any statement that was made in the registration statement
or
prospectus that was part of the registration statement or made in
any such
document immediately prior to such effective
date.
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(7)
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The
undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this Registration Statement,
regardless of the underwriting method used to sell the securities
to the
purchaser, if the securities are offered or sold to such purchaser
by
means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer
or sell
such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
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(ii)
|
Any
free writing prospectus relating to the offering prepared by or on
behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant
or its
securities provided by or on behalf of the undersigned registrant;
and
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(iv)
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Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
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(8)
|
The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing
of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 that time shall be deemed to be the initial bona
fide offering thereof.
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(9) |
The
undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus
is
sent or given, the latest annual report, to security holders that
is
incorporated by reference in the prospectus and furnished pursuant
to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required
to
be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to
whom
the prospectus is sent or given, the latest quarterly report that
is
specifically incorporated by reference in the prospectus to provide
such
interim financial information.
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(10) |
The
undersigned registrant hereby undertakes to file an application for
the
purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance
with the rules an regulations prescribed by the Commission under
Section
305(b)(2) of the Trust Indenture
Act.
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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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
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DIANA
SHIPPING INC.
|
|
|
|
|
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title: |
Director,
Chief Executive Officer and Chairman of the Board |
|
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Anastassis Margaronis, Ioannis Zafirakis,
Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact
and agent, with full powers of substitution and resubstitution, for him or
her
and in his or her name, place and stead, in any and all capacities, to sign
any
or all amendments (including post-effective amendments) to this Registration
Statement, 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, as fully
for
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
substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director,
Chief Executive Officer and Chairman of the Board
|
/s/
Anastassis Margaronis
Anastassis
Margaronis
|
Director
and President
|
/s/
Ioannis Zafirakis
Ioannis
Zafirakis
|
Director,
Vice President and Secretary
|
/s/
Andre-Nikolas Michalopoulos
Andre-Nikolas
Michalopoulos
|
Chief
Financial Officer and Treasurer
|
/s/
Maria Dede
Maria
Dede
|
Chief
Accounting Officer
|
/s/
Apostolos Kontoyannis
Apostolos
Kontoyannis
|
Director
|
/s/
William Lawes
William
Lawes
|
Director
|
/s/
Boris Nachamkin
Boris
Nachamkin
|
Director
|
/s/
Konstantinos Psaltis
Konstantinos
Psaltis
|
Director
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Diana Shipping Inc., has
signed this registration statement in the city of Athens, country of Greece
on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
AILUK
SHIPPING COMPANY INC.
|
|
|
|
|
By:
|
/s/
Simeon P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Anastassis Margaronis, Ioannis Zafirakis,
Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact
and agent, with full powers of substitution and resubstitution, for him or
her
and in his or her name, place and stead, in any and all capacities, to sign
any
or all amendments (including post-effective amendments) to this Registration
Statement, 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, as fully
for
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
substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon Palios
Simeon
Palios
|
Director
& President
|
/s/
Andre-Nikolas Michalopoulos
Andre-Nikolas
Michalopoulos
|
Director
& Treasurer
|
/s/
Ioannis Zafirakis
Ioannis
Zafirakis
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Ailuk Shipping Company Inc.,
has signed this registration statement in city of Athens, country of Greece
on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
BIKINI
SHPPING COMPANY INC.
|
|
|
|
|
By:
|
/s/ Simeon
P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon Palios
Simeon
Palios
|
Director
& President
|
/s/
Andre-Nikolas Michalopoulos
Andre-Nikolas
Michalopoulos
|
Director
& Treasurer
|
/s/ Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Bikini Shipping Company
Inc.,
has signed this registration statement in city of Athens, country of Greece
on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
BUENOS
AIRES COMPANIA ARMADORA S.A.
|
|
|
|
|
By:
|
/s/ Simeon
P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Vice-President & Treasurer
|
/s/ Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Buenos Aires Compania
Armadora S.A., has signed this registration statement in city of Athens, country
of Greece on June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P. Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
CERADA
INTERNATIONAL S.A.
|
|
|
|
|
By:
|
/s/ Simeon
P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/ Simeon
P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Vice-President & Treasurer
|
/s/ Semiramis
Paliou
Semiramis
Paliou
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Cerada International S.A.,
has signed this registration statement in city of Athens, country of
Greece on June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
CHANGAME
COMPANIA ARMADORA S.A.
|
|
|
|
|
By:
|
/s/ Simeon
P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Semiramis
Paliou
Semiramis
Paliou
|
Director
& Vice-President
|
/s/ Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Treasurer
|
/s/ Christoforos
Sarantis
Christoforos
Sarantis
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Changame Compania Armadora
S.A., has signed this registration statement in city of Athens, country of
Greece on June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
CHORRERA
COMPANIA ARMADORA S.A.
|
|
|
|
|
By:
|
/s/ Simeon
P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Georgios
Zafirakis
Georgios
Zafirakis
|
Director
& Vice-President & Treasurer
|
/s/ Christoforos
Sarantis
Christoforos
Sarantis
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Chorrera Compania Armadora
S.A., has signed this registration statement in city of Athens, country of
Greece on June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11 , 2007.
|
CYPRES
ENTERPRISES CORP.
|
|
|
|
|
By:
|
/s/
Simeon P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Vice-President & Treasurer
|
/s/ Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Cypres Enterprises Corp.,
has
signed this registration statement in city of Athens, country of Greece on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
DARIEN
COMPANIA ARMADORA S.A.
|
|
|
|
|
By:
|
/s/ Simeon
P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
President
& Director
|
/s/ Isidoros
Margaronis
Isidoros
Margaronis
|
Director
& Vice-President & Treasurer
|
/s/ Georgios
Zafirakis
Georgios
Zafirakis
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Darien Compania Armadora
S.A., has signed this registration statement in city of Athens, country of
Greece on June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
DIANA
SHIPPING SERVICES S.A.
|
|
|
|
|
By:
|
/s/ Simeon
P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Anastassis Margaronis, Ioannis Zafirakis,
Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact
and agent, with full powers of substitution and resubstitution, for him or
her
and in his or her name, place and stead, in any and all capacities, to sign
any
or all amendments (including post-effective amendments) to this Registration
Statement, 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, as fully
for
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
substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Kalomoira-Chryssi
Giannakari
Kalomoira-Chryssi
Giannakari
|
Director
& Vice-President
|
/s/ Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Treasurer
|
/s/ Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Diana Shipping Services
S.A.,
has signed this registration statement in city of Athens, country of Greece
on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
EATON
MARINE S.A.
|
|
|
|
|
By:
|
/s/ Simeon
P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Vice-President
|
/s/ Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Treasurer & Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Eaton Marine S.A., has signed
this registration statement in city of Athens, country of Greece
on June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
ENIWETCK
SHIPPING COMPANY INC.
|
|
|
|
|
By:
|
/s/ Simeon
P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon Palios
Simeon
Palios
|
Director
& President
|
/s/
Andre-Nikolas Michalopoulos
Andre-Nikolas
Michalopoulos
|
Director
& Treasurer
|
/s/
Kalomoira-Chryssi Giannakari
Kalomoira-Chryssi
Giannakari
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Eniwetok Shipping Company
Inc., has signed this registration statement in city of Athens, country of
Greece on June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
HUSKY
TRADING, S.A.
|
|
|
|
|
By:
|
/s/ Simeon
P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Anastassis Margaronis, Ioannis Zafirakis,
Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact
and agent, with full powers of substitution and resubstitution, for him or
her
and in his or her name, place and stead, in any and all capacities, to sign
any
or all amendments (including post-effective amendments) to this Registration
Statement, 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, as fully for
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
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Christoforos
Sarantis
Christoforos
Sarantis
|
Director
&Vice-President
|
/s/ Semiramis
Paliou
Semiramis
Paliou
|
Director
& Treasurer
|
/s/ Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Husky Trading, S.A., has
signed this registration statement in city of Athens, country of Greece on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
JALUIT
SHIPPING COMPANY INC.
|
|
|
|
|
By:
|
/s/ Simeon
P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon Palios
Simeon
Palios
|
Director
& President
|
/s/
Anastassis Margaronis
Anastassis
Margaronis
|
Director
& Treasurer
|
/s/
Nicolaos Mammous
Nicolaos
Mammous
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Jaluit Shipping Company
Inc.,
has signed this registration statement in city of Athens, country of Greece
on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
PANAMA
COMPANIA ARMADORA S.A.
|
|
|
|
|
By:
|
/s/ Simeon
P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Vice-President
|
/s/ Christoforos
Sarantis
Christoforos
Sarantis
|
Director
& Treasurer
|
/s/ Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Panama Compania Armadora
S.A., has signed this registration statement in city of Athens, country of
Greece on June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
SKYVAN
SHIPPING COMPANY S.A.
|
|
|
|
|
By:
|
/s/ Simeon
P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Anastassis Margaronis, Ioannis Zafirakis,
Gary J. Wolfe and Robert E. Lustrin his or her true and lawful attorney-in-fact
and agent, with full powers of substitution and resubstitution, for him or
her
and in his or her name, place and stead, in any and all capacities, to sign
any
or all amendments (including post-effective amendments) to this Registration
Statement, 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, as fully for
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
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Semiramis
Paliou
Semiramis
Paliou
|
Director
& Vice-President & Treasurer
|
/s/ Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Skyvan Shipping Company
S.A.,
has signed this registration statement in city of Athens, country of Greece
on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
TEXFORD
MARITIME S.A.
|
|
|
|
|
By:
|
/s/
Simeon P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/ Simeon
P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Semiramis
Paliou
Semiramis
Paliou
|
Director
& Vice-President
|
/s/ Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Treasurer & Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Texford Maritime S.A., has
signed this registration statement in city of Athens, country of Greece on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
URBINA
BAY TRADING, S.A.
|
|
|
|
|
By:
|
/s/
Simeon P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Vice-President & Treasurer
|
/s/ Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Secretary
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Urbina Bay Trading, S.A.,
has
signed this registration statement in city of Athens, country of Greece on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
VESTA
COMMERCIAL, S.A.
|
|
|
|
|
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Semiramis
Paliou
Semiramis
Paliou
|
Director
& Vice-President & Secretary
|
/s/ Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Treasurer
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Vesta Commercial S.A., has
signed this registration statement in city of Athens, country of Greece on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
KILI
SHIPPING COMPANY INC.
|
|
|
|
|
By:
|
/s/
Simeon P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Secretary
|
/s/ Semiramis
Paliou
Semiramis
Paliou
|
Director
& Treasurer
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Kili Shipping Company Inc.,
has signed this registration statement in city of Athens, country of Greece
on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
KNOX
SHIPPING COMPANY INC.
|
|
|
|
|
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Semiramis
Paliou
Semiramis
Paliou
|
Director
& Secretary
|
/s/ Kalomira-Chryssi
Giannakari
Kalomira-Chryssi
Giannakari
|
Director
& Treasurer
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Knox Shipping Company Inc.,
has signed this registration statement in city of Athens, country of Greece
on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
LIB
SHIPPING COMPANY INC.
|
|
|
|
|
By:
|
/s/
Simeon P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Secretary
|
/s/ Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Treasurer
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Lib Shipping Company Inc.,
has signed this registration statement in city of Athens, country of Greece
on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
MAJURO
SHIPPING COMPANY INC.
|
|
|
|
|
By:
|
/s/
Simeon P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/
Andre-Nikolas Michalopoulos
Andre-Nikolas
Michalopoulos
|
Director
& Secretary
|
/s/ Kalomira-Chryssi
Giannakari
Kalomira-Chryssi
Giannakari
|
Director
& Treasurer
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Majuro Shipping Company
Inc.,
has signed this registration statement in city of Athens, country of Greece
on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P. Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
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 F-3 and
has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, country of Greece
on June 11, 2007.
|
TAKA
SHIPPING INC.
|
|
|
|
|
By:
|
/s/
Simeon P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
KNOW
ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each
of
Anastassis Margaronis, Ioannis Zafirakis, Gary J. Wolfe and Robert E. Lustrin
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, 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, as fully for 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 substitute, may lawfully do or cause
to
be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons on June 11, 2007 in the capacities
indicated.
Signature
|
Title
|
/s/
Simeon P. Palios
Simeon
P. Palios
|
Director
& President
|
/s/ Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Secretary
|
/s/
Andre-Nikolas Michalopoulos
Andre-Nikolas
Michalopoulos
|
Director
& Treasurer
|
Authorized
Representative
Pursuant
to the requirement of the Securities Act of 1933, the undersigned, the duly
undersigned representative in the United States of Taka Shipping Inc., has
signed this registration statement in city of Athens, country of Greece on
June 11, 2007.
BULK
CARRIERS (USA) LLC
By: Diana
Shipping Inc., its Sole Member
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
Exhibits
|
Description
of Exhibits
|
|
|
1.1
|
Form
of Underwriting Agreement *
|
3.1
|
Amended
and Restated Articles of Incorporation of Diana Shipping Inc.
**
|
3.2
|
Amended
and Restated By Laws of Diana Shipping Inc. ***
|
4.1
|
Specimen
Common share certificate **
|
4.2
|
Specimen
preferred shares certificate *
|
4.3
|
Form
of warrant agreement *
|
4.4
|
Form
of purchase contract *
|
4.5
|
Form
of Unit agreement *
|
4.6
|
Form
of debt security indenture ****
|
4.7
|
Form
of subordinated debt security indenture ****
|
5.1
|
Opinion
of Seward & Kissel LLP, United States and Marshall Islands counsel to
Diana Shipping Inc.
|
11.1
|
Computation
of ratio of earnings to fixed charges (included herein under the
heading
“Ratio of Earnings to Fixed Charges”)
|
21.1
|
Subsidiaries
of the Company*****
|
23.1
|
Consent
of Seward & Kissel (included in Exhibit 5.1)
|
23.2
|
Consent
of Independent Registered Public Accounting Firm
|
24.1
|
Power
of Attorney (contained on signature page)
|
25.1
|
Form
of T-1 Statement of Eligibility (senior indenture)
*
|
*
|
To
be filed as an amendment or as an exhibit to a report filed pursuant
to
the Securities Exchange Act of 1934, as amended and incorporated
by
reference herein.
|
**
|
Filed
as an Exhibit to the Company's Amended Registration Statement (File
No.
333-123052) on March 15, 2005.
|
***
|
Filed
as an Exhibit to the Company's Registration Statement (File No.
333-123052) on March 1, 2005.
|
****
|
Filed
as an Exhibit to the Company's Registration Statement (File No.
333-133410) on April 19, 2006.
|
*****
|
Filed
as an Exhibit to the Company’s Annual Report for the year ending
December 31,
2006.
|