Securities Registration: Employee Benefit Plan (s-8)
December 12 2017 - 4:19PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange Commission on December 12, 2017
REGISTRATION NO.
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
under
the
SECURITIES ACT OF 1933
NAVIOS MARITIME HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)
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Republic of Marshall Islands
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98-0384348
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(Address, Including Zip Code, of Principal Executive Offices)
2015 EQUITY INCENTIVE PLAN, AS AMENDED
(Full Titles of the Plans)
Trust Company of the Marshall Islands, Inc.
Trust Company Complex, Ajeltake Island
P.O. Box 1405
Majuro,
Marshall Islands MH96960
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
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 definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common stock, $0.0001 par value
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15,000,000 shares
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$1.295
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$19,425,000
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$2,418.42
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(1)
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Amount to be registered consists 15,000,000 shares of common stock, not previously registered, which may be issued under the 2015 Stock Incentive Plan, as Amended (the
Plan
). Pursuant to Rule 416(a)
under the Securities Act of 1933, as amended (the
Securities Act
), this Registration Statement also covers an indeterminate number of shares of common stock that may be offered or sold as a result of any adjustments by reason of
any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of shares of the Registrants Common Stock outstanding.
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(2)
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Estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for purposes of calculating the registration fee. The fee with respect to the shares registered herein is based
on the average of the high and low sale prices of a share of the Registrants Common Stock as reported on the New York Stock Exchange on December 8, 2017.
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EXPLANATORY NOTE
This registration statement on Form
S-8
registers 15,000,000 additional shares of common stock, par value $0.0001 per
share, of Navios Maritime Holdings Inc. (the
Registrant
) that are available for issuance under the 2015 Equity Incentive Plan, as Amended (the
Plan
). Up to 5,000,000 shares of common stock available for issuance
under the Plan were previously registered on Form
S-8
(File
No. 333-202141),
filed by the Registrant with the U.S. Securities and Exchange Commission (the
Commission
) on February 17, 2015 (the
2015 Form
S-8
). The contents of the foregoing 2015 Form
S-8
are incorporated by
reference in this registration statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I is included in documents sent or given to participants in the Plan pursuant to Rule 428(b)(1) under the Securities Act of
1933, as amended (the
Securities Act
), and has been omitted from this registration statement in accordance with the Note to Part I of Form
S-8.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents, filed by the
Registrant with the Commission, are incorporated herein by reference:
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Our Annual Report on Form
20-F
for the fiscal year ended December 31, 2016, filed with the Commission on April 27, 2017.
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All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
Exchange
Act
), since December 31, 2016.
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The description of the Common Stock contained in the Registrants Registration Statement on Form
8-A,
filed with the Commission on February 14, 2007, including any
amendment or report filed for the purpose of updating such description.
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All other documents or reports filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, including all annual reports on Form
20-F
and any Form
6-K
that the Registrant files with the Commission wherein such Form
6-K
is expressly incorporated by reference into this prospectus, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents.
Item 4.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel.
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The validity of the issuance of the shares of
Common Stock registered under this Registration Statement has been passed upon for the Registrant by Reeder & Simpson P.C. and members of that firm, their families and trusts for their benefit do not own any shares of Common Stock of the
Registrant and options and warrants to purchase shares of Common Stock of the Registrant.
Item 6.
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Indemnification of Directors and Officers.
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Incorporated by reference from the
Registrants Registration Statement on Form
F-3
(File
No. 333-189231),
initially filed with the Commission on June 11, 2013.
Item 7.
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Exemption from Registration Claimed.
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Not applicable.
(a)
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The undersigned Registrant hereby undertakes:
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(1)
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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;
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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, represents 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 a 20% 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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Provided
,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form
S-8,
and 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 Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
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(2)
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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.
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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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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and where applicable each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
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.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Piraeus, Greece, on
December 12, 2017.
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NAVIOS MARITIME HOLDINGS INC.
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By:
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/s/ Angeliki Frangou
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Name:
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Angeliki Frangou
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Title:
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Chairman and Chief Executive Officer
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POWER OF ATTORNEY
The registrant and each person whose signature appears below constitutes and appoints Angeliki Frangou and Vasiliki Papaefthymiou and each of
them singly, his, her or its true and lawful
attorneys-in-fact
and agents, with full power of substitution and
re-substitution,
for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign and file any and all amendments (including post-effective amendments) to this Registration Statement on Form
S-8
of Navios Maritime Holdings Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents
or any of them, or their or his substitute or substitutes, 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 in the capacities and on the date first above indicated:
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Signature
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Title
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/s/ Angeliki Frangou
Angeliki Frangou
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Chairman of the Board and Chief Executive Officer
(
Principal Executive Officer
)
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/s/ George Achniotis
George Achniotis
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Chief Financial Officer
(
Principal Financial and Accounting Officer
)
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/s/ Vasiliki Papaefthymiou
Vasiliki Papaefthymiou
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Director
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/s/ Shunji Sasada
Shunji Sasada
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Director
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/s/ Spyridon Magoulas
Spyridon Magoulas
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Director
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/s/ John Stratakis
John Stratakis
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Director
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/s/ Efstathios Loizos
Efstathios Loizos
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Director
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/s/ George Malanga
George Malanga
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Director
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Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States, has signed this
registration statement in the City of Newark, State of Delaware, on December 12, 2017.
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PUGLISI & ASSOCIATES
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By:
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/s/ DONALD J. PUGLISI
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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