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

 

 

Date of Report (Date of earliest event reported): August 2, 2019

 

 

 

 

 

DORIAN LPG LTD.

(Exact name of registrant as specified in its charter)

 

Republic of the Marshall Islands

001-36437

66-0818228

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS employer identification no.)

 

 

 

c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut

 

06902

(Address of principal executive offices)

 

(Zip Code)

 

(Registrant's telephone number, including area code):   (203) 674-9900

 

 

(Former Name or Former Address, if Changed Since Last Report): None

 

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 (see General Instruction A.2. below):

 

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  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 13(a) of the Exchange Act. ☒

 

Introductory Note

 

The information contained in Items 5.02 and 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into the registration statement on Form S-3 (File No. 333-200714) of Dorian LPG Ltd. (the "Company"), filed with the U.S. Securities and Exchange Commission (the "Commission") on June 29, 2015.

 

Item 2.02  Results of Operations and Financial Condition

 

On August 7, 2019, Dorian LPG Ltd. issued a press release (the "Press Release") relating to its financial results for the quarterly period ended June 30, 2019. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

In accordance with General Instruction B.2 to Form 8-K, the information under this Item 2.02 and the Press Release shall be deemed to be "furnished" to the Securities and Exchange Commission (the "SEC") and not be deemed to be "filed" with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On August 2, 2019, the Compensation Committee of the Board of Directors of the Company (the "Committee") approved discretionary cash bonus payments to John C. Hadjipateras, John C. Lycouris and Theodore B. Young in the amounts of $300,000, $200,000 and $300,000, respectively. The total amount of cash bonuses to all Company employees, including the amounts that will be paid to the aforementioned named executives, is $1,885,000.

 

The Committee also approved discretionary restricted share awards under the Company's 2014 Equity Incentive Plan to John C. Hadjipateras, John C. Lycouris and Theodore B. Young in the amounts of 64,700 restricted shares, 20,000 restricted shares and 20,000 restricted shares, respectively. The total number of restricted shares and restricted stock units awarded to all Company employees, including the restricted shares awarded to the aforementioned named executives, is 197,700. Each restricted share award will be made pursuant to a Restricted Stock Award Agreement, the form of which is incorporated by reference herein. The restricted shares are expected to vest in equal installments on the grant date (August 5, 2019) and on the first, second, and third anniversary of that date.

 

Both the cash bonus payments and restricted share awards are in recognition of the officers' and employees' contributions to the Company for the fiscal year ended March 31, 2019.

 

Item 8.01 Other Events

 

On August 5, 2019, the Board of Directors of the Company authorized a share repurchase program to purchase up to an aggregate of $50.0 million of the Company’s common shares. The timing and amount of any repurchases will be determined by the Company’s management team, and will depend on market conditions, capital allocation alternatives, applicable securities laws and other factors. Repurchases of common shares may take place pursuant to Rule 10b‐18 of the Securities Exchange Act of 1934 or pursuant to a trading plan adopted in accordance with Rule 10b5‐1 of the Securities Exchange Act of 1934. The Company is not obligated under the terms of the program to repurchase any particular number of its common shares. The Board of Directors’ authorization of the repurchase program is effective immediately and expires on December 31, 2020.

 

Item 9.01  Financial Statements and Exhibits

 

(d) Exhibits

 

 

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, thereunto duly authorized.

 

 

 

 

 

 

 

August 7, 2019

 

DORIAN LPG LTD.

 

 

(registrant)

 

 

 

 

By:

/s/ Theodore B. Young

 

 

Theodore B. Young

 

 

Chief Financial Officer

 

 

 

 

 

 

 

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