S-8 POS

As filed with the Securities and Exchange Commission on April 25, 2023

Registration No. 333-187142

Registration No. 333-265915

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 (333-187142)

POST-EFFECTIVE AMENDMENT NO. 1 (333- 265915)

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TEEKAY CORPORATION

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

4th Floor, Belvedere Building

69 Pitts Bay Road

Hamilton HM 08, Bermuda

Telephone: (441) 298-2530

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

TEEKAY CORPORATION 2013 EQUITY INCENTIVE PLAN

TEEKAY CORPORATION 2023 EQUITY INCENTIVE PLAN

(Full title of the plan)

Watson Farley & Williams LLP

Attention: Steven Hollander

250 West 55th Street

New York, New York 10019

(212) 922-2200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Danielle Benderly

Perkins Coie LLP

1120 N.W. Couch Street, Tenth Floor

Portland, OR 97209-4128

(503) 727-2011

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

EXPLANATORY NOTE

Teekay Corporation (the “Registrant” or “Teekay Corporation”) previously filed with the Securities and Exchange Commission (the “Commission”) the following registration statements on Form S-8 (collectively, the “Registration Statements”) on the dates set forth below to register shares of the Registrant’s Common Stock, par value $0.001 per share (the “Common Stock”), as set forth below, issuable under the Teekay Corporation 2013 Equity Incentive Plan (the “2013 Plan”):

• Registration Statement on Form S-8 (File No. 333-187142), filed by the Registrant with the Commission on March 8, 2013, to register 4,331,897 shares of Common Stock; and

• Registration Statement on Form S-8 (File No. 333-265915), filed by the Registrant with the Commission on June 30, 2022, to register 6,794,089 shares of Common Stock.

On March 8, 2023 (the “Approval Date”), the Registrant’s board of directors approved and adopted the Teekay Corporation 2023 Equity Incentive Plan (the “2023 Plan”). No future awards will be granted under the 2013 Plan and any shares of Common Stock that are currently available for issuance under the 2013 Plan or that were subject to outstanding awards under the 2013 Plan as of the Approval Date that subsequently cease to be subject to such awards as a result of the forfeiture, cancellation or termination of such awards will be available for issuance under the 2023 Plan (the “Rollover Shares”).

The Registrant is filing this Post-Effective Amendment to the Registration Statements (this “Post-Effective Amendment”) pursuant to (i) the Securities Act of 1933, as amended (the “Securities Act”), (ii) the undertaking in Item 512(a)(1)(iii) of Regulation S-K, which requires the Registrant to disclose a material change in the plan of distribution as it was originally disclosed in the Registration Statements, and (iii) the Securities Act Forms Compliance and Disclosure Interpretation Question 126.43, reflecting the interpretive position of the Division of Corporation Finance of the Commission, to amend the Registration Statements to also cover the registration of up to 12,783,479 Rollover Shares under the 2023 Plan (to the extent such shares are, or become no longer issuable under the 2013 Plan and instead are, or become, issuable under the 2023 Plan). No additional securities are being registered by this Post-Effective Amendment. For the avoidance of doubt, this Post-Effective Amendment will not cause the Registration Statements to cover the registration of any additional shares of Common Stock that may be offered under the 2023 Plan that were not previously issuable under the 2013 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission (other than any report or portion thereof furnished or deemed furnished) are hereby incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 20-F, for the year ended December 31, 2022, filed with the Commission on March 31, 2023;

(b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the period covered by the Annual Report on Form 20-F referenced above; and

(c) The description of the Registrant’s common stock, par value $0.001, contained in the Registrant’s Registration Statement on Form 8-A filed (File No. 001-12874) filed with the Commission on February 11, 2003 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Post-Effective Amendment and prior to the filing of a post-effective amendment to the Registration Statements which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into the Registration Statements and to be a part thereof from the date of filing such documents. Any document or statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such document or statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statements.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

The Marshall Islands Business Corporations Act restricts corporations from limiting or eliminating the personal liability of directors to corporations and their shareholders for monetary damages for certain breaches of directors’ fiduciary duties. The Registrant’s Amended and Restated Articles of Incorporation, as amended (the “Articles”), 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.

The Registrant’s Amended and Restated Bylaws (the “Bylaws”) also provide that to the fullest extent now or hereinafter permitted by law, each person who was or is made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was or has agreed to become a director or officer of Teekay Corporation or that, being or having been such a director or officer or an employee of Teekay Corporation, he or she is or was serving at the request of Teekay Corporation as a director, officer, partner, manager, trustee, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as such a director, officer, partner, manager, trustee, employee or agent or in any other capacity while serving as such a director, officer, partner, manager, trustee, employee or agent, shall be indemnified and held harmless by Teekay Corporation to the full extent permitted by the Marshall Islands Business Corporations Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits Teekay Corporation to provide broader indemnification rights than permitted prior thereto), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees, judgments, fines and ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, partner, manager, trustee, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, subject to certain exceptions, Teekay Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board.

The limitation of liability and indemnification provisions in the Articles and Bylaws may discourage shareholders 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 the Registrant and the Registrant’s shareholders. In addition, your investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against the Registrant’s directors and officers pursuant to these indemnification provisions.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description
4.1	Amended and Restated Articles of Incorporation of Teekay Corporation (incorporated by reference to Exhibit 1.1 to the Registrant’s Report on Form 20-F (File No. 1-12874), filed with the Commission on April 7, 2009).
4.2	Articles of Amendment of Articles of Incorporation of Teekay Corporation (incorporated by reference to Exhibit 1.2 to the Registrant’s Report on Form 20-F (File No. 1-12874), filed with the Commission on April 7, 2009).
4.3	Amended and Restated Bylaws of Teekay Corporation (incorporated by reference to Exhibit 1.1 to the Registrant’s Report on Form 6-K (File No. 1-12874), filed with the Commission on May 27, 2020).
5.1	Opinion of Watson Farley  & Williams LLP regarding legality of the Common Stock being registered with respect to the Registrant’s 2013 Equity Incentive Plan (incorporated by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, filed with the Commission on March 8, 2013.)
5.2	Opinion of Watson Farley  & Williams LLP regarding legality of the Common Stock being registered with respect to the Registrant’s 2013 Equity Incentive Plan (incorporated by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-8, filed with the Commission on June 30, 2022.)
5.3*	Opinion of Watson Farley & Williams LLP regarding legality of the Common Stock being registered.
23.1*	Consent of KPMG LLP, independent registered public accounting firm of Teekay Corporation.
23.2*	Consent of Watson Farley & Williams LLP (included in Exhibit 5.3).
24.1*	Powers of Attorney (included on the signature page of this Post-Effective Amendment).
99.1	Teekay Corporation 2013 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-187142), filed with the Commission on March 8, 2013 ).
99.2	Teekay Corporation 2023 Equity Incentive Plan (incorporated by reference to Exhibit  4.9 to the Registrant’s Annual Report on Form 20-F (File No. 1-12874), filed with the Commission on March 31, 2023).

* Filed herewith.

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) 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.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference into this 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.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the indemnity provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Teekay Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, on April 25, 2023.

TEEKAY CORPORATION
By:	/s/ Kenneth Hvid
	Kenneth Hvid
	President and Chief Executive Officer

Each person whose individual signature appears below hereby authorizes Kenneth Hvid and Brody Speers, or either of them, as attorneys-in-fact with full power of substitution, to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to the Registration Statements, including any and all post-effective amendments, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Post-Effective Amendment has been signed by the following persons in the capacities indicated below on April 25, 2023.

SIGNATURE	TITLE	DATE
/s/ Kenneth Hvid Kenneth Hvid	President, Chief Executive Officer and Director (Principal Executive Officer)	April 25, 2023
/s/ Brody Speers Brody Speers	Vice President of Finance, Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 25, 2023
/s/ David Schellenberg David Schellenberg	Director, Chair of the Board	April 25, 2023
/s/ Peter Antturi Peter Antturi	Director	April 25, 2023
/s/ Rudolph Krediet Rudolph Krediet	Director	April 25, 2023
/s/ Alan Semple Alan Semple	Director	April 25, 2023
/s/ Heidi Locke Simon Heidi Locke Simon	Director	April 25, 2023

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of Teekay Corporation, has signed this registration statement in Newark, Delaware, on April 25, 2023.

PUGLISI & ASSOCIATES
By:	/s/ Donald J. Puglisi
Name:	Donald J. Puglisi
Title:	Managing Director

EX-5.3

Exhibit 5.3

Teekay Corporation

4th Floor, Belvedere Building

69 Pitts Bay Road

Hamilton, HM 08, Bermuda

Our Reference /25245.50109/US/80853370v1

April 25, 2023

Ladies and Gentlemen:

We have acted as special counsel as to matters of the law of the Republic of the Marshall Islands (“Marshall Islands Law”) for Teekay Corporation, a Marshall Islands corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (collectively, the “Rules”), of a Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (the “Post-Effective Amendment”). The Post-Effective Amendment amends the Company’s Registration Statement on Form S-8 (Registration No. 333- 265915) filed by the Company with the Commission on June 30, 2022 and the Company’s Registration Statement on Form S-8 (Registration No. 333-187142) filed by the Company with the Commission on March 8, 2013 (collectively, the “Registration Statements”) to register shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable under the Company’s 2013 Equity Incentive Plan (the “2013 Plan”). The Company’s board of directors has approved the 2023 Equity Incentive Plan (the “2023 Plan”), pursuant to which (i) any authorized shares reserved and available for issuance, and not issued or subject to outstanding awards, under the 2013 Plan on March 8, 2023 shall cease to be set aside and reserved for issuance pursuant to the 2013 Plan, effective on March 8, 2023, and shall instead be set aside and reserved for issuance pursuant to the 2023 Plan and (ii) any shares subject to outstanding awards under the 2013 Plan on March 8, 2023 that cease to be subject to such awards following March 8, 2023 (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested or nonforfeitable shares) shall cease to be set aside or reserved for issuance pursuant to the 2013 Plan, effective on the date upon which they cease to be so subject to such awards, and shall instead be set aside and reserved for issuance pursuant to the 2023 Plan, up to an aggregate maximum of 12,783,479 shares of Common Stock pursuant to (i) and (ii) (the “Rollover Shares”).

Page 2

As counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

(i) the amended and restated articles of incorporation and the amended and restated bylaws of the Company, each as amended to date (the “Organizational Documents”);

(ii) the Post-Effective Amendment;

(iii) the 2023 Plan; and

(iv) such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company that we have deemed relevant and necessary as the basis for the opinion hereafter expressed.

In such examination, we have assumed (a) the legal capacity of each natural person, (b) the genuineness of all signatures, including electronic signatures, and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct and complete and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.

In rendering this opinion letter, we have also assumed:

(i) that the issuance and sale of the Rollover Shares complies in all respects with the terms, conditions and restrictions set forth in the Post-Effective Amendment, the Registration Statements, the Organizational Documents and the 2023 Plan and all of the instruments and other documents relating thereto or executed in connection therewith;

(ii) that no Awards (as defined in the 2023 Plan) or other issuances or awards under or pursuant to the 2023 Plan will be made to directors of the Company unless also approved by the Company’s full board of directors;

(iii) the Company will have a sufficient number of authorized but unissued shares of common stock, par value $0.001 per share, on the date of issuance thereof, including shares reserved for issuance;

(iv) the Company will have a sufficient number of authorized but unissued shares of common stock, par value $0.001 per share, on the date of conversion of any Awards under the 2023 Plan that are convertible into such shares, including shares reserved for issuance;

(v) that if any officer of the Company is granted authority to issue Awards, then the granting of such authority shall be in conformity with the Marshall Islands Business Corporations Act with respect to delegation and consideration for shares of Common Stock;

(vi) the filing by the Company with the Commission of the Post-Effective Amendment substantially in the form examined by us;

(vii) the declaration by the Commission of the effectiveness of the Post-Effective Amendment; and

Page 3

(viii) that the Rollover Shares shall be issued under the 2023 Plan in compliance with applicable federal, state and foreign securities laws.

As to matters of fact material to this opinion letter that have not been independently established, we have relied upon the representations and certificates of officers or representatives of the Company and of public officials, in each case as we have deemed relevant and appropriate. We have not independently verified the facts so relied on.

This opinion letter is limited to Marshall Islands Law and is as of the date hereof. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein.

Based on the foregoing, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that if, as and when the Rollover Shares have been issued after the consideration therefor received pursuant to the provisions of duly authorized award agreements in accordance with the terms of the 2023 Plan and the Organizational Documents, such Rollover Shares will be validly issued, fully paid and non-assessable.

We consent to the discussion of this opinion in the Post-Effective Amendment, the filing of this opinion letter as an exhibit to the Post-Effective Amendment and to the references to our firm in the Post-Effective Amendment. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules, nor do we admit that we are experts with respect to any part of the Post-Effective Amendment within the meaning of the term “expert” as used in the Securities Act or the related Rules.

Very truly yours,

Watson Farley & Williams LLP

/s/ Watson Farley & Williams LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Teekay Corporation

We consent to the use of our report dated March 31, 2023, on the consolidated financial statements of Teekay Corporation, which comprise the consolidated balance sheets as of December 31, 2022 and December 31, 2021, the related consolidated statements of (loss) income, comprehensive income (loss), changes in total equity and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes, and our report dated March 31, 2023 on the effectiveness of internal control over financial reporting as of December 31, 2022, which are incorporated by reference in this Post-Effective Amendment No.1 to the Registration Statements on Form S-8 (Nos. 333-187142 and 333-265915) dated April 25, 2023 of Teekay Corporation.

/s/ KPMG LLP

Chartered Professional Accountants

April 25, 2023

Vancouver, Canada