Current Report Filing (8-k)
June 07 2016 - 05:00PM
Edgar (US Regulatory)
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(
d
) of the
Securities
Exchange Act of 1934
June
2, 2016
Date
of Report (Date of earliest event reported)
Overseas
Shipholding Group, Inc.
(Exact
Name of Registrant as Specified in Charter)
1-6479-1
Commission
File Number
Delaware
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13-2637623
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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600
Third Avenue
New
York, New York 10016
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code
(212) 953-4100
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 3 – Securities
and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
On June 2, 2016, the board of directors (the “Board”)
of Overseas Shipholding Group, Inc. (the “Company”) authorized the Company to take action to transfer the listing of
its Class A common stock, par value $0.01 per share (“Class A Common Stock”), from the NYSE MKT to the New York Stock
Exchange (the “Transfer”). In conjunction with the anticipated Transfer, the Board approved an amendment (the “Reverse
Split Amendment”) to the Company’s Amended and Restated Certificate of Incorporation. The Reverse Split Amendment will
effect a one (1) for six (6) reverse stock split and corresponding reduction of the number of authorized shares of common stock,
par value $0.01 per share (the “Reverse Split”). On June 7, 2016, the Company filed the Reverse Split Amendment with
the Secretary of State of the State of Delaware. The Reverse Split Amendment is expected to become effective at 12:01 a.m. Eastern
Time on June 13, 2016.
As previously reported, the Company’s stockholders
approved the filing of the Reverse Split Amendment at the Company’s annual meeting of stockholders held on June 9, 2015.
Section 5 – Corporate Governance
and Management
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.01 is incorporated herein
by reference.
Section 9 – Financial Statements
and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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3.1
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Overseas Shipholding Group, Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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OVERSEAS SHIPHOLDING GROUP, INC.
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(Registrant)
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Date: June 7, 2016
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By
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/s/ James D. Small III
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Name: James
D. Small III
Title: Senior
Vice President, Secretary & General Counsel
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EXHIBIT
INDEX
Exhibit No.
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Description
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3.1
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Overseas Shipholding Group, Inc.
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