-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, THKUESg3dMkYwqT2Cxph6YbzLrZ1+jJrj4NNeScPWGebwNpg4ZEHYzVVKtMMCldW Jp17/kojrsPZQ7OjGiexlw== 0000914121-98-000447.txt : 19980619 0000914121-98-000447.hdr.sgml : 19980619 ACCESSION NUMBER: 0000914121-98-000447 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980618 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMI CORP CENTRAL INDEX KEY: 0000732780 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 132625280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-11573 FILM NUMBER: 98650026 BUSINESS ADDRESS: STREET 1: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2129861960 MAIL ADDRESS: STREET 1: 90 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: OGDEN MARINE INC DATE OF NAME CHANGE: 19831212 8-A12G 1 FORM 8-A12G ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MARINE TRANSPORT CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in Its Charter) Delaware 13-2625280 - ---------------------------------------- ---------------------------- (State of organization) (I.R.S. Employer Identification No.) 1200 Harbor Boulevard, Weehawken, New Jersey 07087 - ---------------------------------------------- ---------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section 12(b) of the Exchange Section 12(g) of the Exchange Act and is effective pursuant to Act and is effective pursuant to General Instruction A.(c), check General Instruction A.(d) the following box. \_\ check the following box. \X\ Securities Act registration statement file number to which this form relates: None. Securities to be registered pursuant to Section 12(b) of the Act: None. Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.50 par value - -------------------------------------------------------------------------------- ================================================================================ Information Required in Registration Statement ---------------------------------------------- Item 1. Description of Registrant's Securities to be Registered. Reference is hereby made to: The description of the Common Stock, par value $.50 per share (the "Common Stock"), of Marine Transport Corporation, formerly known as OMI Corp., (the "Company") to be registered hereunder is incorporated by reference herein from the description set forth in the Company's Registration Statement on Form S-3, as amended, filed on September 27, 1996. Item 2. Exhibits. Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits were filed with the Securities and Exchange Commission in connection with this Registration Statement: 1. Specimen Common Stock Certificate for domestic shareholders. 2. Specimen Common Stock Certificate for foreign shareholders. 3. The Company's Certificate of Amendment of Restated Certificate of Incorporation. 4. The Company's Certificate of Incorporation as amended and restated, incorporated by reference to Exhibit 3.1 to the 1990 Form 10-K Report of the Company (No. 2-87930). 5. The Company's By-laws as amended, incorporated by reference to Exhibit 3.2 to the 1990 Form 10-K Report of the Company (No. 2-87930). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. MARINE TRANSPORT CORPORATION By: /s/Richard T. du Moulin ------------------------------- Richard T. du Moulin President and Chief Executive Officer Date: June 18, 1998 Exhibit A Specimen Common Stock Certificate for domestic shareholders. Exhibit B Specimen Common Stock Certificate for foreign shareholders. EX-3.1 2 CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF OMI CORP. ------------------------------------------------- Pursuant to Section 242 of the General Corporation law of the State of Delaware ------------------------------------------------- OMI Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The Restated Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of Delaware on December 12, 1983 and amendments to the Certificate of Incorporation were subsequently duly filed and recorded (the Restated Certificate of Incorporation together with such amendments shall be hereinafter referred to as the "Restated Certificate of Incorporation"). 2. The following amendments are to become effective as of June 18, 1998 at 8:00 a.m. 3. ARTICLE FIRST of the Restated Certificate of Incorporation is amended to read in full as follows: "FIRST: The name of the corporation is Marine Transport Corporation." 4. The first paragraph of ARTICLE FOURTH of the Restated Certificate of Incorporation is amended to read in full as follows: FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is fifteen million seven hundred fifty thousand (15,750,000) of which stock seven hundred fifty thousand (750,000) shares of the par value of one dollar ($1.00) each, amounting in the aggregate to seven hundred fifty thousand dollars ($750,000), shall be Preferred Stock, and of which fifteen million (15,000,000) shares of the par value of fifty cents ($.50) each, amounting in the aggregate to seven million five hundred thousand dollars ($7,500,000), shall be Common Stock. 5. Upon the effectiveness of the foregoing amendment to Article FOURTH of the Restated Certificate of Incorporation, each share of Common Stock of the Corporation, having a par value of fifty cents ($.50) per share, issued and outstanding, or held in the treasury of the Corporation, immediately prior to the effectiveness of such amendment, shall be changed into and become 0.10 fully paid and nonassessable shares of Common Stock having a par value of fifty cents ($.50) per share. No fractional interests resulting from such conversion shall be issued, but in lieu thereof, the Corporation will pay cash for each currently issued and outstanding share of Common Stock, par value one cent ($.0l) per share, representing such fractional interest. 6. The aforesaid amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed hereto and this certificate to be signed by its President and attested by its Secretary this 16th day of June, 1998. OMI CORP. By: /s/ Craig H. Stevenson, Jr. ------------------------------- Craig H. Stevenson, Jr. President [Corporate Seal] Attest: By: /s/ Fredric S. London --------------------- Fredric S. London Secretary -----END PRIVACY-ENHANCED MESSAGE-----