As filed with the Securities Exchange Commission on September 5, 2006
Registration Statement No. 333 - 137003
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
FORM S-3/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EAGLE BULK SHIPPING INC.
(Exact name of registrant as specified in its charter)
Republic of the Marshall Islands 4412 98-0453513
-------------------------------- -------------------- -------------------
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification
Code Number)
Eagle Bulk Shipping Inc. Seward & Kissel LLP
477 Madison Avenue Attention: Gary J. Wolfe, Esq.
New York, New York 10022 One Battery Park Plaza
(212) 785-2500 New York, New York 10004
(Address and telephone (212) 574-1200
number of Registrant's (Name, address and telephone
principal executive offices) number of agent for service)
Copies to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200 (telephone number)
(212) 480-8421 (facsimile number)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. [_]
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. [_]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum
Class of Aggregate Aggregate Amount of
Securities to be Amount to be Price Per Offering Registration
Registered Registered (1)(4) Unit (2) Price (1) Fee
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Primary Offering
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Common Shares,
par value $ 0.01
per share (3)
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Preferred Shares,
par value $ 0.01
per share(3)
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Debt Securities(3)(4)
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Guarantees(5)
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Warrants(6)
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Purchase Contracts(7)
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Units (8)
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Primary Offering Total $220,500,000 $23,593.50
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Secondary Offering
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Common Shares, par
value $ 0.01 per share
to be offered by
certain selling
shareholders 5,000,000 $15.90(9) $79,500,000(9) $8,506.50(9)
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Total $300,000,000.00 $32,100(10)
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(1) Such amount in U.S. dollars or the equivalent thereof in foreign currencies
as shall result in an aggregate initial public offering price for all
securities of $220,500,000.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). Any securities registered hereunder may be sold
separately or as units with other securities registered hereunder. In no
event will the aggregate offering price of all securities sold by Eagle
Bulk Shipping Inc. pursuant to this registration statement exceed
$220,500,000.
(3) Also includes such indeterminate amount of debt securities and number of
preferred shares and common shares as may be issued upon conversion of or
in exchange for any other debt securities or preferred shares that provide
for conversion or exchange into other securities.
(4) If any debt securities are issued at an original issue discount, then the
offering may be in such greater principal amount as shall result in a
maximum aggregate offering price not to exceed $220,500,000.
(5) The debt securities may be guaranteed pursuant to guarantees by the
subsidiaries of Eagle Bulk Shipping Inc. No separate compensation will be
received for the guarantees. Pursuant to Rule 457(n), no separate fees for
the guarantees are payable.
(6) There is being registered hereunder an indeterminate number of warrants as
may from time to time be sold at indeterminate prices.
(7) There is being registered hereunder an indeterminate number of purchase
contracts as may from time to time be sold at indeterminate prices.
(8) There is being registered hereunder an indeterminate number of units as may
from time to time be sold at indeterminate prices. Units may consist of any
combination of the securities registered hereunder.
(9) Pursuant to Rule 457(c), the offering price and registration fee are
computed on the average of the high and low prices for the common stock on
the Nasdaq Global Select Market on August 28, 2006 (i.e. as of a date
within five business days prior to filing).
(10) Previously paid.
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The Registrants hereby amend this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrants shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
Eagle Bulk Shipping Inc. is filing this amendment to the Registration Statement
on Form S-3 filed on August 30, 2006, registration number 333-137003 (the
"Registration Statement"), solely for the purpose of having the registrants
listed below file as additional registrants under the Registration Statement.
No changes have been to the Registration Statement or the prospectus contained
herein.
TABLE OF ADDITIONAL REGISTRANTS
Primary Standard
Country of Industrial
Name of Registrant Incorporation Classification Code No.
------------------ ------------- -----------------------
Eagle Shipping International (USA) LLC Marshall Islands 4412
Condor Shipping LLC Marshall Islands 4412
Hawk Shipping LLC Marshall Islands 4412
Falcon Shipping LLC Marshall Islands 4412
Harrier Shipping LLC Marshall Islands 4412
Osprey Shipping LLC Marshall Islands 4412
Kite Shipping LLC Marshall Islands 4412
Sparrow Shipping LLC Marshall Islands 4412
Griffon Shipping LLC Marshall Islands 4412
Shikra Shipping LLC Marshall Islands 4412
Peregrine Shipping LLC Marshall Islands 4412
Cardinal Shipping LLC Marshall Islands 4412
Heron Shipping LLC Marshall Islands 4412
Merlin Shipping LLC Marshall Islands 4412
Jaeger Shipping LLC Marshall Islands 4412
Kestrel Shipping LLC Marshall Islands 4412
Tern Shipping LLC Marshall Islands 4412
Kittiwake Shipping LLC Marshall Islands 4412
Oriole Shipping LLC Marshall Islands 4412
Robin Shipping LLC Marshall Islands 4412
Eagle Bulk (Delaware) LLC United States
(Delaware)
Subject to completion dated September 5, 2006
$220,500,000
and
5,000,000 of our Common Shares
Offered by a selling shareholder
Through this prospectus, we may periodically offer:
(1) our common shares,
(2) our preferred shares,
(3) our debt securities, which may be guaranteed by one or more of our
subsidiaries,
(4) our warrants,
(5) our purchase contracts, and
(6) our units
In addition, the selling shareholder named in the section "Selling
Shareholder" may sell in one or more offerings pursuant to this registration
statement up to 5,000,000 of our common shares that were previously acquired in
a private transaction. We will not receive any of the proceeds from the sale of
our common shares by the selling shareholder.
The prices and other terms of the securities that we will offer will be
determined at the time of their offering and will be described in a supplement
to this prospectus.
Our common shares are currently listed on the Nasdaq Global Select Market
under the symbol "EGLE."
The securities issued under this prospectus may be offered directly or
through underwriters, agents or dealers. The names of any underwriters, agents
or dealers will be included in a supplement to this prospectus.
An investment in these securities involves risks. See the section entitled
"Risk Factors" beginning on page 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2006.
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The information in this prospectus is not complete and may be changed. This
prospectus is not an offer to sell thse securities and it is not soliciting an
offer to buy or sell these securities in any jurisdiction where the offer or
sale is not permitted. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective.
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TABLE OF CONTENTS
PROSPECTUS SUMMARY............................................................1
RISK FACTORS..................................................................3
USE OF PROCEEDS...............................................................3
FORWARD LOOKING STATEMENTS....................................................3
RATIO OF EARNINGS TO FIXED CHARGES............................................4
SELLING SHAREHOLDER...........................................................5
PLAN OF DISTRIBUTION..........................................................7
DESCRIPTION OF CAPITAL STOCK..................................................8
DESCRIPTION OF PREFERRED SHARES...............................................8
DESCRIPTION OF WARRANTS.......................................................8
DESCRIPTION OF DEBT SECURITIES................................................9
General ...........................................................10
Covenants...........................................................13
Modification of the Indentures......................................13
Events of Default...................................................14
Defeasance and Discharge............................................15
Defeasance of Certain Covenants.....................................15
Global Securities...................................................16
DESCRIPTION OF PURCHASE CONTRACTS............................................19
DESCRIPTION OF UNITS.........................................................19
EXPERTS......................................................................20
LEGAL MATTERS................................................................20
WHERE YOU CAN FIND ADDITIONAL INFORMATION....................................20
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................20
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES...................................................22
INFORMATION NOT REQUIRED IN THE PROSPECTUS...................................23
ITEM 14......................................................................23
ITEM 15......................................................................23
ITEM 16......................................................................25
ITEM 17......................................................................25
Unless otherwise indicated, all dollar references in this prospectus are to
U.S. dollars and financial information presented in this prospectus that is
derived from financial statements incorporated by reference is prepared in
accordance with accounting principles generally accepted in the United States.
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, or Commission, using a shelf registration
process. Under the shelf registration process, we may sell the common shares,
preferred shares, debt securities, warrants, purchase contracts and units
described in this prospectus in one or more offerings up to a total dollar
amount of $220,500,000. In addition, a selling shareholder may sell in one or
more offerings pursuant to this registration statement up to 5,000,000 of our
common shares that were previously acquired in a private transaction. This
prospectus provides you with a general description of the securities we or a
selling shareholder may offer. Each time we or the selling shareholder offers
securities, we will provide you with a prospectus supplement that will describe
the specific amounts, prices and terms of the offered securities. The prospectus
supplement may also add, update or change the information contained in this
prospectus. You should read carefully both this prospectus and any prospectus
supplement, together with the additional information described below.
This prospectus does not contain all the information provided in the
registration statement that we filed with the Commission. For further
information about us or the securities offered hereby, you should refer to that
registration statement, which you can obtain from the Commission as described
below under "Where You Can Find More Information."
PROSPECTUS SUMMARY
This section summarizes some of the information that is contained later in
this prospectus or in other documents incorporated by reference into this
prospectus. As an investor or prospective investor, you should review carefully
the risk factors and the more detailed information that appears later in this
prospectus or is contained in the documents that we incorporate by reference
into this prospectus.
Our Company
Eagle Bulk Shipping Inc., or the Company, is incorporated under the laws of
the Republic of the Marshall Islands and headquartered in New York City. We are
engaged primarily in the ocean transportation of a broad range of major and
minor bulk cargoes, including iron ore, coal, grain, cement and fertilizer,
along worldwide shipping routes. As of August 29, 2006, we owned and operated a
modern fleet of 16 oceangoing vessels with a combined carrying capacity of
796,663 deadweight tons, or dwt, and an average age of 5.5 years.
We are the largest U.S. based owner of Handymax dry bulk vessels. Handymax
dry bulk vessels range in size from 35,000 to 60,000 dwt. Twelve of the 16
vessels in our operating fleet are classed as Supramax dry bulk vessels, a class
of Handymax dry bulk vessels which range in size from 50,000 dwt to 60,000 dwt.
These vessels have the cargo loading and unloading flexibility of on-board
cranes while offering cargo carrying capacities approaching that of Panamax dry
bulk vessels, which range in size from 60,000 to 100,000 dwt and must rely on
port facilities to load and offload their cargoes. We believe that the cargo
handling flexibility and cargo carrying capacity of the Supramax class vessels
make them attractive to charterers.
We carry out the commercial and strategic management of our fleet through
our wholly owned subsidiary, Eagle Shipping International (USA) LLC, a Marshall
Islands limited liability company that was formed in January 2005 and maintains
its principle executive offices in New York City. Each of our vessels is owned
by us through a separate wholly owned Marshall Islands limited liability
company. We maintain our principal executive offices at 477 Madison Avenue, New
York, New York 10022. Our telephone number at that address is (212) 785-2500.
Our website address is www.eagleships.com. Information contained on our website
does not constitute part of this annual report.
Our Fleet
The following table presents certain information concerning our fleet as of
August 29, 2006.
Daily Time
Delivered Charter
Vessel to Charterer Time Charter Expiration (1) Hire Rate
------ ------------ --------------------------- ---------
Cardinal April 19, 2005 March 2007 to June 2007 $26,500
Condor April 30, 2005 November 2006 to March 2007 $24,000
Falcon April 22, 2005 February 2008 to June 2008 $20,950
Griffon February 17, 2006 January 2007 to February 2007 $13,550
Harrier April 21, 2005 March 2007 to June 2007 $23,750
Hawk I April 28, 2005 March 2007 to June 2007 $23,750
Kite (2) April 17, 2006 March 2007 to May 2007 $14,750
Osprey I (3) September 1, 2005 May 2008 to September 2008 $21,000
Peregrine (4) July 1, 2005 October 2006 to January 2007 $24,000
Shikra (5) April 30, 2005 August 2006 to November 2006 $22,000
Sparrow July 20, 2005 November 2006 to Feb 2007 $22,500
Merlin October 26, 2005 October 2007 to December 2007 $24,000
Heron December 11, 2005 December 2007 to February 2008 $24,000
Kestrel I (6) July 1, 2006 December 2007 to April 2008 $18,750
Tern (7) July 3, 2006 December 2007 to April 2008 $19,000
Jaeger July 7, 2006 April 2007 to June 2007 $18,550
----------
(1) The date range provided represents the earliest and latest date on which
the charterer may redeliver the vessel to the Company upon the termination
of the charter.
(2) The initial charter on the KITE at a daily charter rate of $25,000 ended in
April 2006.
(3) The charterer of the OSPREY I has an option to extend the charter period by
up to 26 months at a daily time charter rate of $25,000.
(4) Upon conclusion of the current charter, the PEREGRINE commences a new time
charter at $20,500 per day for 24 to 26 months.
(5) Upon conclusion of the current charter, the SHIKRA commences a new time
charter at $14,800 per day for 11 to 13 months.
(6) The charterer of the KESTREL I has an option to extend the charter period
by 11 to 13 months at a daily time charter rate of $20,000 per day.
(7) The charterer of the TERN has an option to extend the charter period by 11
to 13 months at a daily time charter rate of $20,500 per day.
The Securities
We may use this prospectus to offer up to $220,500,000 of:
o common shares;
o preferred shares;
o debt securities, which may be guaranteed by one or more of our
subsidiaries;
o warrants;
o purchase contracts; and
o units.
We may also offer securities of the types listed above that are convertible
or exchangeable into one or more of the securities listed above.
In addition, a selling shareholder may sell in one or more offerings
pursuant to this registration statement up to 5,000,000 of our common shares
that were previously acquired in private transactions. We will not receive any
of its proceeds from the sale of our common shares sold by the selling
shareholder.
A prospectus supplement will describe the specific types, amounts, prices,
and detailed terms of any of these securities that we or a selling shareholder
may offer and may describe certain risks associated with an investment in the
securities. Terms used in the prospectus supplement will have the meanings
described in this prospectus, unless otherwise specified.
RISK FACTORS
We have identified a number of risk factors which you should consider
before buying shares of our common shares or our other securities. These risk
factors are incorporated by reference into this registration statement from the
Company's Form 10-K filed on March 16, 2006. Please see "Incorporation of
Certain Documents by Reference." In addition, you should also consider carefully
the risks set forth under the heading "Risk Factors" in any prospectus
supplement before investing in any of the securities offered by this prospectus.
The occurrence of one or more of those risk factors could adversely impact our
results of operations or financial condition.
USE OF PROCEEDS
Unless we specify otherwise in any prospectus supplement, we intend to use
the net proceeds from the sale of securities offered by this prospectus to make
vessel acquisitions and for capital expenditures, repayment of indebtedness,
working capital, and general corporate purposes. We will not receive any of the
proceeds from the sale of our common shares by the selling shareholder.
FORWARD LOOKING STATEMENTS
Matters discussed in this prospectus may constitute forward-looking
statements. Forward-looking statements reflect our current views with respect to
future events and financial performance and may include statements concerning
plans, objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than statements of
historical facts. The forward-looking statements in this prospectus are based
upon various assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, management's examination of
historical operating trends, data contained in our records and other data
available from third parties. Although Eagle Bulk Shipping Inc. believes that
these assumptions were reasonable when made, because these assumptions are
inherently subject to significant uncertainties and contingencies which are
difficult or impossible to predict and are beyond our control, Eagle Bulk
Shipping Inc. cannot assure you that it will achieve or accomplish these
expectations, beliefs or projections.
Important factors that, in our view, could cause actual results to differ
materially from those discussed in the forward-looking statements include the
strength of world economies and currencies, general market conditions, including
changes in charterhire rates and vessel values, changes in demand that may
affect attitudes of time charterers to scheduled and unscheduled drydocking,
changes in our vessel operating expenses, including dry-docking and insurance
costs, or actions taken by regulatory authorities, ability of our counterparties
to perform their obligations under sales agreements and charter contracts on a
timely basis, potential liability from future litigation, domestic and
international political conditions, potential disruption of shipping routes due
to accidents and political events or acts by terrorists.
Risks and uncertainties are further described in reports filed by Eagle
Bulk Shipping Inc. with the Commission.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the periods indicated:
Period from
January 26, 2005
(inception) to Six Months ended
Period December 31, 2005 June 30, 2006
------ ----------------- -------------
Ratio of earnings to fixed charges 1.9 5.8
SELLING SHAREHOLDER
Number of Shares of
Number of Common Stock Percentage of Shares of
Shares Beneficially Owned (1) Shares That Beneficially Owned Common Stock to be
----------------------------- Will Be Following the Beneficially Owned After
Name Number Percentage Offered Offering Completion of the Offering
---- ------ ---------- ------- -------- --------------------------
Eagle Ventures LLC (2) 12,425,000 34.61% 5,000,000 7,425,000 20.68%
Kelso Investment Associates VII,
L.P. (2)(3) 10,134,804 28.23% 4,126,129 6,008,676 16.74%
KEP VI, LLC (2)(3) 10,134,804 28.23% 4,126,129 6,008,676 16.74%
Frank T. Nickell (2)(3)(4) 10,134,804 28.23% 4,126,129 6,008,676 16.74%
Thomas R. Wall, IV (2)(3)(4) 10,134,804 28.23% 4,126,129 6,008,676 16.74%
George E. Matelich (2)(3)(4) 10,134,804 28.23% 4,126,129 6,008,676 16.74%
Michael B. Goldberg (2)(3)(4)(5) 10,134,804 28.23% 4,126,129 6,008,676 16.74%
David I. Wahrhaftig (2)(3)(4) 10,134,804 28.23% 4,126,129 6,008,676 16.74%
Frank K. Bynum, Jr. (2)(3)(4) 10,134,804 28.23% 4,126,129 6,008,676 16.74%
Philip E. Berney (2)(3)(4) 10,134,804 28.23% 4,126,129 6,008,676 16.74%
Frank J. Loverro (2)(3)(4)(5) 10,134,804 28.23% 4,126,129 6,008,676 16.74%
James J. Connors, II (2)(3)(4) 10,134,804 28.23% 4,126,129 6,008,676 16.74%
----------
(1) Numbers and percentages for Eagle Ventures LLC, KIA VII, KEP VI and Messrs.
Nickell, Wall, Matelich, Goldberg, Wahrhaftig, Bynum, Berney, Loverro and
Connors are reflective of beneficial ownership of Eagle Ventures LLC common
interests.
(2) The business address for these persons is c/o Kelso & Company, L.P., 320
Park Avenue, 24th Floor, New York, NY 10022.
(3) Includes shares of common stock held by: (i) Kelso Investment Associates
VII, L.P., a Delaware limited partnership, or KIA VII, and (ii) KEP VI,
LLC, or KEP VI. KIA VII and KEP VI may be deemed to share beneficial
ownership of shares of common stock owned of record by Eagle Ventures LLC,
by virtue of their ownership interests in Eagle Ventures LLC. KIA VII and
KEP VI, due to their common control, could be deemed to beneficially own
each of the other's shares. Shares and percentages indicated represent the
upper limit of the expected ownership of our equity securities by these
persons and entities. Each of KIA VII and KEP VI disclaim such beneficial
ownership.
(4) Messrs. Nickell, Wall, Matelich, Goldberg, Wahrhaftig, Bynum, Berney,
Loverro and Connors may be deemed to share beneficial ownership of shares
of common stock owned of record by Eagle Ventures LLC, by virtue of their
status as managing members of KEP VI and of Kelso GP VII, LLC, a Delaware
limited liability company, the principal business of which is serving as
the general partner of Kelso GP VII, L.P., a Delaware limited partnership,
the principal business of which is serving as the general partner of KIA
VII. Each of Messrs. Nickell, Wall, Matelich, Goldberg, Wahrhaftig, Bynum,
Berney, Loverro and Connors share investment and voting power with respect
to the ownership interests owned by KIA VII and KEP VI but disclaim
beneficial ownership of such interests.
(5) Member of our board of directors
PLAN OF DISTRIBUTION
We may sell or distribute the securities included in this prospectus and
the selling shareholder may sell our common shares through underwriters, through
agents, to dealers, in private transactions, at market prices prevailing at the
time of sale, at prices related to the prevailing market prices, or at
negotiated prices.
In addition, we or the selling shareholder may sell some or all of the
securities included in this prospectus through:
o a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
o purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
In addition, we or the selling shareholder may enter into option or other
types of transactions that require us or them to deliver common shares to a
broker-dealer, who will then resell or transfer the common shares under this
prospectus. We may enter into hedging transactions with respect to our
securities. For example, we may:
o enter into transactions involving short sales of the common shares by
broker-dealers;
o sell common shares short themselves and deliver the shares to close
out short positions;
o enter into option or other types of transactions that require us to
deliver common shares to a broker-dealer, who will then resell or
transfer the common shares under this prospectus; or
o loan or pledge the common shares to a broker-dealer, who may sell the
loaned shares or, in the event of default, sell the pledged shares.
We may enter into derivative transactions with third parties, or sell
securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in
connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by us or
borrowed from us or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from us in settlement
of those derivatives to close out any related open borrowings of stock. The
third party in such sale transactions will be an underwriter and, if not
identified in this prospectus, will be identified in the applicable prospectus
supplement (or a post-effective amendment). In addition, we may otherwise loan
or pledge securities to a financial institution or other third party that in
turn may sell the securities short using this prospectus. Such financial
institution or other third party may transfer its economic short position to
investors in our securities or in connection with a concurrent offering of other
securities.
Any broker-dealers or other persons acting on our behalf or the behalf of a
selling shareholder that participates with us or a selling shareholder in the
distribution of the securities may be deemed to be underwriters and any
commissions received or profit realized by them on the resale of the securities
may be deemed to be underwriting discounts and commissions under the Securities
Act of 1933, as amended, or the Securities Act. As of the date of this
prospectus, we are not a party to any agreement, arrangement or understanding
between any broker or dealer and us with respect to the offer or sale of the
securities pursuant to this prospectus.
At the time that any particular offering of securities is made, to the
extent required by the Securities Act, a prospectus supplement will be
distributed, setting forth the terms of the offering, including the aggregate
number of securities being offered, the purchase price of the securities, the
initial offering price of the securities, the names of any underwriters, dealers
or agents, any discounts, commissions and other items constituting compensation
from us and any discounts, commissions or concessions allowed or reallowed or
paid to dealers.
Underwriters or agents could make sales in privately negotiated
transactions and/or any other method permitted by law, including sales deemed to
be an "at the market" offering as defined in Rule 415 promulgated under the
Securities Act, which includes sales made directly on or through the Nasdaq
Global Select Market, the existing trading market for our common shares, or
sales made to or through a market maker other than on an exchange.
We will bear costs relating to all of the securities being registered under
this Registration Statement.
Pursuant to a requirement by the National Association of Securities
Dealers, Inc., or NASD, the maximum commission or discount to be received by any
NASD member or independent broker/dealer may not be greater than eight percent
(8%) of the gross proceeds received by us for the sale of any securities being
registered pursuant to SEC Rule 415 under the Securities Act of 1933, as
amended.
DESCRIPTION OF CAPITAL STOCK
Our description of capital stock can be found under the heading
"Description of Capital Stock" in our registration statement on Form 8-A, (File
No. 000-51366) as amended, filed with the SEC on June 20, 2005.
DESCRIPTION OF PREFERRED SHARES
The material terms of any series of preferred stock that we offer through a
prospectus supplement will be described in that prospectus supplement.
Subject to shareholder approval, the board of directors has the authority
to issue preferred shares in one or more series and to determine the rights,
preferences and restrictions, with respect to, among other things, dividends,
conversion, voting, redemption, liquidation and the number of shares
constituting any series. The issuance of preferred shares may have the effect of
delaying, deferring or preventing a change in control of the Company without
further action by the shareholders. The issuance of preferred shares with voting
and conversion rights may adversely affect the voting power of the holders of
common shares.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase our debt or equity securities or
securities of third parties or other rights, including rights to receive payment
in cash or securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any other
securities and may be attached to, or separate from, such securities. Each
series of warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent. The terms of any warrants to be
issued and a description of the material provisions of the applicable warrant
agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:
o the title of such warrants;
o the aggregate number of such warrants;
o the price or prices at which such warrants will be issued;
o the currency or currencies, in which the price of such warrants will
be payable;
o the securities or other rights, including rights to receive payment in
cash or securities based on the value, rate or price of one or more
specified commodities, currencies, securities or indices, or any
combination of the foregoing, purchasable upon exercise of such
warrants;
o the price at which and the currency or currencies, in which the
securities or other rights purchasable upon exercise of such warrants
may be purchased;
o the date on which the right to exercise such warrants shall commence
and the date on which such right shall expire;
o if applicable, the minimum or maximum amount of such warrants which
may be exercised at any one time;
o if applicable, the designation and terms of the securities with which
such warrants are issued and the number of such warrants issued with
each such security;
o if applicable, the date on and after which such warrants and the
related securities will be separately transferable;
o information with respect to book-entry procedures, if any;
o if applicable, a discussion of any material United States Federal
income tax considerations; and
o any other terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to time in one or more series, under
one or more indentures, each dated as of a date on or prior to the issuance of
the debt securities to which it relates. We may issue senior debt securities and
subordinated debt securities pursuant to separate indentures, a senior indenture
and a subordinated indenture, respectively, in each case between us and the
trustee named in the indenture. These indentures will be filed either as
exhibits to an amendment to this Registration Statement or a prospectus
supplement, or as an exhibit to a Securities Exchange Act of 1934, or Exchange
Act, report that will be incorporated by reference to the Registration Statement
or a prospectus supplement. We will refer to any or all of these reports as
"subsequent filings." The senior indenture and the subordinated indenture, as
amended or supplemented from time to time, are sometimes referred to
individually as an "indenture" and collectively as the "indentures." Each
indenture will be subject to and governed by the Trust Indenture Act. The
aggregate principal amount of debt securities which may be issued under each
indenture will be unlimited and each indenture will contain the specific terms
of any series of debt securities or provide that those terms must be set forth
in or determined pursuant to, an authorizing resolution, as defined in the
applicable prospectus supplement, and/or a supplemental indenture, if any,
relating to such series.
Certain of our subsidiaries may guarantee the debt securities we offer.
Those guarantees may or may not be secured by liens, mortgages, and security
interests in the assets of those subsidiaries. The terms and conditions of any
such subsidiary guarantees, and a description of any such liens, mortgages or
security interests, will be set forth in the prospectus supplement that will
accompany this prospectus.
Our statements below relating to the debt securities and the indentures are
summaries of their anticipated provisions, are not complete and are subject to,
and are qualified in their entirety by reference to, all of the provisions of
the applicable indenture and any applicable U.S. federal income tax
consideration as well as any applicable modifications of or additions to the
general terms described below in the applicable prospectus supplement or
supplemental indenture.
General
Neither indenture limits the amount of debt securities which may be issued,
and each indenture provides that debt securities may be issued up to the
aggregate principal amount from time to time. The debt securities may be issued
in one or more series. The senior debt securities will be unsecured and will
rank on a parity with all of our other unsecured and unsubordinated
indebtedness. Each series of subordinated debt securities will be unsecured and
subordinated to all present and future senior indebtedness of debt securities
will be described in an accompanying prospectus supplement.
You should read the subsequent filings relating to the particular series of
debt securities for the following terms of the offered debt securities:
o the designation, aggregate principal amount and authorized
denominations;
o the issue price, expressed as a percentage of the aggregate principal
amount;
o the maturity date;
o the interest rate per annum, if any;
o if the offered debt securities provide for interest payments, the date
from which interest will accrue, the dates on which interest will be
payable, the date on which payment of interest will commence and the
regular record dates for interest payment dates;
o any optional or mandatory sinking fund provisions or conversion or
exchangeability provisions;
o the date, if any, after which and the price or prices at which the
offered debt securities may be optionally redeemed or must be
mandatorily redeemed and any other terms and provisions of optional or
mandatory redemptions;
o if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which offered debt securities of the
series will be issuable;
o if other than the full principal amount, the portion of the principal
amount of offered debt securities of the series which will be payable
upon acceleration or provable in bankruptcy;
o any events of default not set forth in this prospectus;
o the currency or currencies, including composite currencies, in which
principal, premium and interest will be payable, if other than the
currency of the United States of America;
o if principal, premium or interest is payable, at our election or at
the election of any holder, in a currency other than that in which the
offered debt securities of the series are stated to be payable, the
period or periods within which, and the terms and conditions upon
which, the election may be made;
o whether interest will be payable in cash or additional securities at
our or the holder's option and the terms and conditions upon which the
election may be made;
o if denominated in a currency or currencies other than the currency of
the United States of America, the equivalent price in the currency of
the United States of America for purposes of determining the voting
rights of holders of those debt securities under the applicable
indenture;
o if the amount of payments of principal, premium or interest may be
determined with reference to an index, formula or other method based
on a coin or currency other than that in which the offered debt
securities of the series are stated to be payable, the manner in which
the amounts will be determined;
o any restrictive covenants or other material terms relating to the
offered debt securities, which may not be inconsistent with the
applicable indenture;
o whether the offered debt securities will be issued in the form of
global securities or certificates in registered or bearer form;
o any terms with respect to subordination;
o any listing on any securities exchange or quotation system;
o additional provisions, if any, related to defeasance and discharge of
the offered debt securities;
o the applicability of any guarantees;
o amount of discount or premium, if any, with which such securities will
be issued; and
o additional terms not inconsistent with the terms of the indenture.
Unless otherwise indicated in subsequent filings with the Commission
relating to the indenture, principal, premium and interest will be payable and
the debt securities will be transferable at the corporate trust office of the
applicable trustee. Unless other arrangements are made or set forth in
subsequent filings or a supplemental indenture, principal, premium and interest
will be paid by checks mailed to the holders at their registered addresses.
Unless otherwise indicated in subsequent filings with the Commission, the
debt securities will be issued only in fully registered form without coupons, in
denominations of $1,000 or any integral multiple thereof. No service charge will
be made for any transfer or exchange of the debt securities, but we may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection with these debt securities.
Some or all of the debt securities may be issued as discounted debt
securities, bearing no interest or interest at a rate which at the time of
issuance is below market rates, to be sold at a substantial discount below the
stated principal amount. United States federal income consequences and other
special considerations applicable to any discounted securities will be described
in subsequent filings with the Commission relating to those securities.
We refer you to applicable subsequent filings with respect to any deletions
or additions or modifications from the description contained in this prospectus.
Senior Debt
We will issue senior debt securities under the senior debt indenture. These
senior debt securities will rank on an equal basis with all our other unsecured
debt except subordinated debt.
Subordinated Debt
We will issue subordinated debt securities under the subordinated debt
indenture. Subordinated debt will rank subordinate and junior in right of
payment, to the extent set forth in the subordinated debt indenture, to all our
senior debt (both secured and unsecured).
In general, the holders of all senior debt are first entitled to receive
payment of the full amount unpaid on senior debt before the holders of any of
the subordinated debt securities are entitled to receive a payment on account of
the principal or interest on the indebtedness evidenced by the subordinated debt
securities in certain events.
If we default in the payment of any principal of, or premium, if any, or
interest on any senior debt when it becomes due and payable after any applicable
grace period, then, unless and until the default is cured or waived or ceases to
exist, we cannot make a payment on account of or redeem or otherwise acquire the
subordinated debt securities.
If there is any insolvency, bankruptcy, liquidation or other similar
proceeding relating to us or our property, then all senior debt must be paid in
full before any payment may be made to any holders of subordinated debt
securities.
Furthermore, if we default in the payment of the principal of and accrued
interest on any subordinated debt securities that is declared due and payable
upon an event of default under the subordinated debt indenture, holders of all
our senior debt will first be entitled to receive payment in full in cash before
holders of such subordinated debt can receive any payments.
Senior debt means:
o the principal, premium, if any, interest and any other amounts owing
in respect of our indebtedness for money borrowed and indebtedness
evidenced by securities, notes, debentures, bonds or other similar
instruments issued by us, including the senior debt securities or
letters of credit;
o all capitalized lease obligations;
o all hedging obligations;
o all obligations representing the deferred purchase price of property;
and
o all deferrals, renewals, extensions and refundings of obligations of
the type referred to above;
o but senior debt does not include:
o subordinated debt securities; and
o any indebtedness that by its terms is subordinated to, or ranks on an
equal basis with, our subordinated debt securities.
Covenants
Any series of offered debt securities may have covenants in addition to or
differing from those included in the applicable indenture which will be
described in subsequent filings prepared in connection with the offering of such
securities, limiting or restricting, among other things:
o the ability of us or our subsidiaries to incur either secured or
unsecured debt, or both;
o the ability to make certain payments, dividends, redemptions or
repurchases;
o our ability to create dividend and other payment restrictions
affecting our subsidiaries;
o our ability to make investments;
o mergers and consolidations by us or our subsidiaries;
o sales of assets by us;
o our ability to enter into transactions with affiliates;
o our ability to incur liens; and
o sale and leaseback transactions.
Modification of the Indentures
Each indenture and the rights of the respective holders may be modified by
us only with the consent of holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of all series under the
respective indenture affected by the modification, taken together as a class.
But no modification that:
(1) changes the amount of securities whose holders must consent to an
amendment, supplement or waiver;
(2) reduces the rate of or changes the interest payment time on any
security or alters its redemption provisions (other than any
alteration to any such Section which would not materially adversely
affect the legal rights of any holder under the indenture) or the
price at which we are required to offer to purchase the securities;
(3) reduces the principal or changes the maturity of any security or
reduce the amount of, or postpone the date fixed for, the payment of
any sinking fund or analogous obligation;
(4) waives a default or event of default in the payment of the principal
of or interest, if any, on any security (except a rescission of
acceleration of the securities of any series by the holders of at
least a majority in principal amount of the outstanding securities of
that series and a waiver of the payment default that resulted from
such acceleration);
(5) makes the principal of or interest, if any, on any security payable in
any currency other than that stated in the Security;
(6) makes any change with respect to holders' rights to receive principal
and interest, the terms pursuant to which defaults can be waived,
certain modifications affecting shareholders or certain
currency-related issues; or
(7) waives a redemption payment with respect to any Security or change any
of the provisions with respect to the redemption of any securities
will be effective against any holder without his consent. In addition,
other terms as specified in subsequent filings may be modified without
the consent of the holders.
Events of Default
Each indenture defines an event of default for the debt securities of any
series as being any one of the following events:
o default in any payment of interest when due which continues for 30
days;
o default in any payment of principal or premium when due;
o default in the deposit of any sinking fund payment when due;
o default in the performance of any covenant in the debt securities or
the applicable indenture which continues for 60 days after we receive
notice of the default;
o default under a bond, debenture, note or other evidence of
indebtedness for borrowed money by us or our subsidiaries (to the
extent we are directly responsible or liable therefor) having a
principal amount in excess of a minimum amount set forth in the
applicable subsequent filing, whether such indebtedness now exists or
is hereafter created, which default shall have resulted in such
indebtedness becoming or being declared due and payable prior to the
date on which it would otherwise have become due and payable, without
such acceleration having been rescinded or annulled or cured within 30
days after we receive notice of the default; and
o events of bankruptcy, insolvency or reorganization.
An event of default of one series of debt securities does not necessarily
constitute an event of default with respect to any other series of debt
securities.
There may be such other or different events of default as described in an
applicable subsequent filing with respect to any class or series of offered debt
securities.
In case an event of default occurs and continues for the debt securities of
any series, the applicable trustee or the holders of not less than 25% in
aggregate principal amount of the debt securities then outstanding of that
series may declare the principal and accrued but unpaid interest of the debt
securities of that series to be due and payable. Any event of default for the
debt securities of any series which has been cured may be waived by the holders
of a majority in aggregate principal amount of the debt securities of that
series then outstanding.
Each indenture requires us to file annually after debt securities are
issued under that indenture with the applicable trustee a written statement
signed by two of our officers as to the absence of material defaults under the
terms of that indenture. Each indenture provides that the applicable trustee may
withhold notice to the holders of any default if it considers it in the interest
of the holders to do so, except notice of a default in payment of principal,
premium or interest.
Subject to the duties of the trustee in case an event of default occurs and
continues, each indenture provides that the trustee is under no obligation to
exercise any of its rights or powers under that indenture at the request, order
or direction of holders unless the holders have offered to the trustee
reasonable indemnity. Subject to these provisions for indemnification and the
rights of the trustee, each indenture provides that the holders of a majority in
principal amount of the debt securities of any series then outstanding have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on
the trustee as long as the exercise of that right does not conflict with any law
or the indenture.
Defeasance and Discharge
The terms of each indenture provide us with the option to be discharged
from any and all obligations in respect of the debt securities issued thereunder
upon the deposit with the trustee, in trust, of money or U.S. government
obligations, or both, which through the payment of interest and principal in
accordance with their terms will provide money in an amount sufficient to pay
any installment of principal, premium and interest on, and any mandatory sinking
fund payments in respect of, the debt securities on the stated maturity of the
payments in accordance with the terms of the debt securities and the indenture
governing the debt securities. This right may only be exercised if, among other
things, we have received from, or there has been published by, the United States
Internal Revenue Service a ruling to the effect that such a discharge will not
be deemed, or result in, a taxable event with respect to holders. This discharge
would not apply to our obligations to register the transfer or exchange of debt
securities, to replace stolen, lost or mutilated debt securities, to maintain
paying agencies and hold moneys for payment in trust.
Defeasance of Certain Covenants
The terms of the debt securities provide us with the right to omit
complying with specified covenants and that specified events of default
described in a subsequent filing will not apply. In order to exercise this
right, we will be required to deposit with the trustee money or U.S. government
obligations, or both, which through the payment of interest and principal will
provide money in an amount sufficient to pay principal, premium, if any, and
interest on, and any mandatory sinking fund payments in respect of, the debt
securities on the stated maturity of such payments in accordance with the terms
of the debt securities and the indenture governing such debt securities. We will
also be required to deliver to the trustee an opinion of counsel to the effect
that we have received from, or there has been published by, the IRS a ruling to
the effect that the deposit and related covenant defeasance will not cause the
holders of such series to recognize income, gain or loss for federal income tax
purposes.
A subsequent filing may further describe the provisions, if any, of any
particular series of offered debt securities permitting a discharge defeasance.
Subsidiary Guarantees
Certain of our subsidiaries may guarantee the debt securities we offer. In
that case, the terms and conditions of the subsidiary guarantees will be set
forth in the applicable prospectus supplement. Unless we indicate differently in
the applicable prospectus supplement, if any of our subsidiaries guarantee any
of our debt securities that are subordinated to any of our senior indebtedness,
then the subsidiary guarantees will be subordinated to the senior indebtedness
of such subsidiary to the same extent as our debt securities are subordinated to
our senior indebtedness.
Global Securities
The debt securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depository identified in an applicable subsequent filing and registered in
the name of the depository or a nominee for the depository. In such a case, one
or more global securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal amount of
outstanding debt securities of the series to be represented by the global
security or securities. Unless and until it is exchanged in whole or in part for
debt securities in definitive certificated form, a global security may not be
transferred except as a whole by the depository for the global security to a
nominee of the depository or by a nominee of the depository to the depository or
another nominee of the depository or by the depository or any nominee to a
successor depository for that series or a nominee of the successor depository
and except in the circumstances described in an applicable subsequent filing.
We expect that the following provisions will apply to depository
arrangements for any portion of a series of debt securities to be represented by
a global security. Any additional or different terms of the depository
arrangement will be described in an applicable subsequent filing.
Upon the issuance of any global security, and the deposit of that global
security with or on behalf of the depository for the global security, the
depository will credit, on its book-entry registration and transfer system, the
principal amounts of the debt securities represented by that global security to
the accounts of institutions that have accounts with the depository or its
nominee. The accounts to be credited will be designated by the underwriters or
agents engaging in the distribution of the debt securities or by us, if the debt
securities are offered and sold directly by us. Ownership of beneficial
interests in a global security will be limited to participating institutions or
persons that may hold interest through such participating institutions.
Ownership of beneficial interests by participating institutions in the global
security will be shown on, and the transfer of the beneficial interests will be
effected only through, records maintained by the depository for the global
security or by its nominee. Ownership of beneficial interests in the global
security by persons that hold through participating institutions will be shown
on, and the transfer of the beneficial interests within the participating
institutions will be effected only through, records maintained by those
participating institutions. The laws of some jurisdictions may require that
purchasers of securities take physical delivery of the securities in
certificated form. The foregoing limitations and such laws may impair the
ability to transfer beneficial interests in the global securities.
So long as the depository for a global security, or its nominee, is the
registered owner of that global security, the depository or its nominee, as the
case may be, will be considered the sole owner or holder of the debt securities
represented by the global security for all purposes under the applicable
indenture. Unless otherwise specified in an applicable subsequent filing and
except as specified below, owners of beneficial interests in the global security
will not be entitled to have debt securities of the series represented by the
global security registered in their names, will not receive or be entitled to
receive physical delivery of debt securities of the series in certificated form
and will not be considered the holders thereof for any purposes under the
indenture. Accordingly, each person owning a beneficial interest in the global
security must rely on the procedures of the depository and, if such person is
not a participating institution, on the procedures of the participating
institution through which the person owns its interest, to exercise any rights
of a holder under the indenture.
The depository may grant proxies and otherwise authorize participating
institutions to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action which a holder is entitled to give or
take under the applicable indenture. We understand that, under existing industry
practices, if we request any action of holders or any owner of a beneficial
interest in the global security desires to give any notice or take any action a
holder is entitled to give or take under the applicable indenture, the
depository would authorize the participating institutions to give the notice or
take the action, and participating institutions would authorize beneficial
owners owning through such participating institutions to give the notice or take
the action or would otherwise act upon the instructions of beneficial owners
owning through them.
Unless otherwise specified in an applicable subsequent filings, payments of
principal, premium and interest on debt securities represented by global
security registered in the name of a depository or its nominee will be made by
us to the depository or its nominee, as the case may be, as the registered owner
of the global security.
We expect that the depository for any debt securities represented by a
global security, upon receipt of any payment of principal, premium or interest,
will credit participating institutions' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the global security as shown on the records of the depository. We also expect
that payments by participating institutions to owners of beneficial interests in
the global security held through those participating institutions will be
governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in street
names, and will be the responsibility of those participating institutions. None
of us, the trustees or any agent of ours or the trustees will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in a global security, or for
maintaining, supervising or reviewing any records relating to those beneficial
interests.
Unless otherwise specified in the applicable subsequent filings, a global
security of any series will be exchangeable for certificated debt securities of
the same series only if:
o the depository for such global securities notifies us that it is
unwilling or unable to continue as depository or such depository
ceases to be a clearing agency registered under the Exchange Act and,
in either case, a successor depository is not appointed by us within
90 days after we receive the notice or become aware of the
ineligibility;
o we in our sole discretion determine that the global securities shall
be exchangeable for certificated debt securities; or
o there shall have occurred and be continuing an event of default under
the applicable indenture with respect to the debt securities of that
series.
Upon any exchange, owners of beneficial interests in the global security or
securities will be entitled to physical delivery of individual debt securities
in certificated form of like tenor and terms equal in principal amount to their
beneficial interests, and to have the debt securities in certificated form
registered in the names of the beneficial owners, which names are expected to be
provided by the depository's relevant participating institutions to the
applicable trustee.
In the event that the Depository Trust Company, or DTC, acts as depository
for the global securities of any series, the global securities will be issued as
fully registered securities registered in the name of Cede & Co., DTC's
partnership nominee.
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participating institutions deposit with DTC. DTC also
facilitates the settlement among participating institutions of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participating institutions'
accounts, thereby eliminating the need for physical movement of securities
certificates. Direct participating institutions include securities brokers and
dealers, banks, trust companies, clearing corporations and other organizations.
DTC is owned by a number of its direct participating institutions and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others, such as securities brokers and dealers and banks and trust
companies that clear through or maintain a custodial relationship with a direct
participating institution, either directly or indirectly. The rules applicable
to DTC and its participating institutions are on file with the Commission.
To facilitate subsequent transfers, the debt securities may be registered
in the name of DTC's nominee, Cede & Co. The deposit of the debt securities with
DTC and their registration in the name of Cede & Co. will effect no change in
beneficial ownership. DTC has no knowledge of the actual beneficial owners of
the debt securities. DTC's records reflect only the identity of the direct
participating institutions to whose accounts debt securities are credited, which
may or may not be the beneficial owners. The participating institutions remain
responsible for keeping account of their holdings on behalf of their customers.
Delivery of notices and other communications by DTC to direct participating
institutions, by direct participating institutions to indirect participating
institutions, and by direct participating institutions and indirect
participating institutions to beneficial owners of debt securities are governed
by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect.
Neither DTC nor Cede & Co. consents or votes with respect to the debt
securities. Under its usual procedures, DTC mails a proxy to the issuer as soon
as possible after the record date. The proxy assigns Cede & Co.'s consenting or
voting rights to those direct participating institution to whose accounts the
debt securities are credited on the record date.
If applicable, redemption notices shall be sent to Cede & Co. If less than
all of the debt securities of a series represented by global securities are
being redeemed, DTC's practice is to determine by lot the amount of the interest
of each direct participating institutions in that issue to be redeemed.
To the extent that any debt securities provide for repayment or repurchase
at the option of the holders thereof, a beneficial owner shall give notice of
any option to elect to have its interest in the global security repaid by us,
through its participating institution, to the applicable trustee, and shall
effect delivery of the interest in a global security by causing the direct
participating institution to transfer the direct participating institution's
interest in the global security or securities representing the interest, on
DTC's records, to the applicable trustee. The requirement for physical delivery
of debt securities in connection with a demand for repayment or repurchase will
be deemed satisfied when the ownership rights in the global security or
securities representing the debt securities are transferred by direct
participating institutions on DTC's records.
DTC may discontinue providing its services as securities depository for the
debt securities at any time. Under such circumstances, in the event that a
successor securities depository is not appointed, debt security certificates are
required to be printed and delivered as described above.
We may decide to discontinue use of the system of book-entry transfers
through the securities depository. In that event, debt security certificates
will be printed and delivered as described above.
The information in this section concerning DTC and DTC's book-entry system has
been obtained from sources that we believe to be reliable, but we take no
responsibility for its accuracy.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
o debt or equity securities issued by us or securities of third parties,
a basket of such securities, an index or indices of such securities or
any combination of the above as specified in the applicable prospectus
supplement;
o currencies; or
o commodities.
Each purchase contract will entitle the holder thereof to purchase or sell,
and obligate us to sell or purchase, on specified dates, such securities,
currencies or commodities at a specified purchase price, which may be based on a
formula, all as set forth in the applicable prospectus supplement. We may,
however, satisfy our obligations, if any, with respect to any purchase contract
by delivering the cash value of such purchase contract or the cash value of the
property otherwise deliverable or, in the case of purchase contracts on
underlying currencies, by delivering the underlying currencies, as set forth in
the applicable prospectus supplement. The applicable prospectus supplement will
also specify the methods by which the holders may purchase or sell such
securities, currencies or commodities and any acceleration, cancellation or
termination provisions or other provisions relating to the settlement of a
purchase contract.
The purchase contracts may require us to make periodic payments to the
holders thereof or vice versa, which payments may be deferred to the extent set
forth in the applicable prospectus supplement, and those payments may be
unsecured or prefunded on some basis. The purchase contracts may require the
holders thereof to secure their obligations in a specified manner to be
described in the applicable prospectus supplement. Alternatively, purchase
contracts may require holders to satisfy their obligations thereunder when the
purchase contracts are issued. Our obligation to settle such pre-paid purchase
contracts on the relevant settlement date may constitute indebtedness.
Accordingly, pre-paid purchase contracts will be issued under either the senior
indenture or the subordinated indenture.
DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue units
consisting of one or more purchase contracts, warrants, debt securities,
preferred shares, common shares or any combination of such securities. The
applicable prospectus supplement will describe:
o the terms of the units and of the purchase contracts, warrants, debt
securities, preferred shares and common shares comprising the units,
including whether and under what circumstances the securities
comprising the units may be traded separately;
o a description of the terms of any unit agreement governing the units;
and a description of the provisions for the payment, settlement,
transfer or exchange or the units.
EXPERTS
The Company's consolidated financial statements appearing in the Company's
Annual Report on Form 10-K for the period ended December 31, 2005, have been
audited by Ernst & Young LLP, independent registered public accounting firm, as
set forth in their report thereon, included therein, and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed
upon for us by Seward & Kissel LLP, New York, New York with respect to matters
of U.S. and Marshall Islands law.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual and special reports within the Securities and Exchange
Commission (the "Commission"). You may read and copy any document that we file
at the Public Reference Room maintained by the Commission at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. You may obtain information on the operation
of the Public Reference Room by calling 1 (800) SEC-0330, and you may obtain
copies at prescribed rates from the Public Reference Section of the Commission
at its principal office in Washington, D.C. 20549. The Commission maintains a
website (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" information that we
file with it. This means that we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the Commission prior to the termination of this offering will
also be considered to be part of this prospectus and will automatically update
and supersede previously filed information, including information contained in
this document. In all cases, you should rely on the later information over
different information included in this prospectus or the prospectus supplement.
We incorporate by reference the documents listed below and any future filings
made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
o Annual Report on Form 10-K for the period ended December 31, 2005,
filed with the Commission on March 16, 2006;
o Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006
and filed with the Commission on May 10, 2006 and our Quarterly Report
on Form 10-Q for the quarter ended June 30, 2006 and filed with the
Commission and filed on August 10, 2006;
o Our "Description of Capital Stock" contained in our registration
statement on Form 8-A, (File No. 000-51366) as amended, filed with the
SEC on June 20, 2005;
o Our Current Reports filed with the Commission on January 30, 2006,
January 31, 2006, April 18, 2006, June 23, 2006 (Item 1.01 and Item
3.02 only), June 29, 2006 (Item 3.02 only), July 25, 2006 and July 31,
2006 and our Current Reports on Form 8-K/A filed with the Commission
on August 3, 2006 and August 3, 2006; and
o All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Prospectus (if they state that they are
incorporated by reference into this prospectus) until we file a
post-effective amendment indicating that the offering of the
securities made by this prospectus has been terminated.
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. We have
not, and any underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus and any accompanying prospectus
supplement as well as the information we previously filed with the Commission
and incorporated by reference, is accurate as of the dates on the front cover of
those documents only. Our business, financial condition and results of
operations and prospects may have changed since those dates.
Notwithstanding the foregoing, no information is incorporated by reference
in this prospectus or any prospectus supplement where such information under
applicable Forms and regulations of the SEC is not deemed to be "filed" under
Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange
Act, or otherwise subject to the liabilities of that section, unless we indicate
in the report or filing containing such information that the information is to
be considered "filed" under the Exchange Act or is to be incorporated by
reference in this prospectus or any prospectus supplement. You may access our
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those documents filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at the
SEC's website or our website at www.eagleships.com soon as reasonably
practicable after such material is electronically filed with, or furnished to,
the SEC. The reference to our website does not constitute incorporation by
reference of the information contained in our website. We do not consider
information contained on, or that can be accessed through, our website to be
part of this prospectus or the related registration statement. You may request a
free copy of the above mentioned filings or any subsequent filing we
incorporated by reference to this prospectus by writing or telephoning us at the
following address:
Eagle Bulk Shipping Inc.
477 Madison Avenue
New York, NY 10022
(212) 785-2500
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Business Corporation Act (the "BCA") of the Marshall Islands authorizes
corporations to limit or eliminate the personal liability of directors and
officers to corporations and their stockholders for monetary damages for
breaches of directors' fiduciary duties. Our bylaws 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.
Our Bylaws provide that we must indemnify our directors and officers to the
fullest extent authorized by law. We are also expressly authorized to advance
certain expenses (including attorneys' fees and disbursements and court costs)
to our directors and offices and carry directors' and officers' insurance
providing indemnification for our directors, officers and certain employees for
some liabilities. We believe that these indemnification provisions and insurance
are useful to attract and retain qualified directors and executive offices.
The limitation of liability and indemnification provisions in our amended
and restated articles of incorporation and bylaws may discourage stockholders
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 us and our stockholders. In
addition, your investment may be adversely affected to the extent we pay the
costs of settlement and damage awards against directors and officers pursuant to
these indemnification provisions.
There is currently no pending material litigation or proceeding involving
any of our directors, officers or employees for which indemnification is sought
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of each
Registrant pursuant to the foregoing provisions, or otherwise, each Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by a Registrant
of expenses incurred or paid by a director, officer or controlling person of a
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, that Registrant will, unless in the opinion of its
counsel the claim 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
We estimate the expenses in connection with the issuance and distribution
of securities in this offering to be as follows:
SEC Registration Fee........................................... $32,100
Printing and Engraving Expenses................................ $10,000
Legal Fees and Expenses........................................ $100,000
Accountants' Fees and Expenses................................. $15,000
Nasdaq Fee..................................................... $45,000
Transfer Agent's Fees and Expenses............................. $20,000
Miscellaneous Costs............................................ $75,000
Total.......................................................... $297,100
Item 15. Indemnification of Directors and Officers.
The bylaws of the Company provide that every director and officer of the
Company shall be indemnified out of the funds of the Registrant against:
(1) all civil liabilities, loss, damage or expense (including but not
limited to liabilities under contract, tort and statute or any
applicable foreign law or regulation and all reasonable legal and
other costs and expenses properly payable) incurred or suffered by him
as such director or officer acting in the reasonable belief that he
has been so appointed or elected notwithstanding any defect in such
appointment or election, provided always that such indemnity shall not
extend to any matter which would render it void pursuant to any
Marshall Islands statute from time to time in force concerning
companies insofar as the same applies to the Registrant (the
"Companies Acts"); and
(2) all liabilities incurred by him as such director or officer in
defending any proceedings, whether civil or criminal, in which
judgment is given in his favor, or in which he is acquitted, or in
connection with any application under the Companies Acts in which
relief from liability is granted to him by the court.
Section 60 of the Associations Law of the Republic of the Marshall Islands
provides as follows:
Indemnification of directors and officers.
(1) Actions not by or in right of the corporation. A corporation shall
have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of no contest, or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonable believed to be in or not opposed to the bests
interests of the corporation, and, with respect to any criminal action
or proceedings, had reasonable cause to believe that his conduct was
unlawful.
(2) Actions by or in right of the corporation. A corporation shall have
the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director or officer of the corporation, or is or was serving at the
request of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him or
in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in
or not, opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claims, issue
or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to
the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
(3) When director or officer successful. To the extent that a director or
officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (1) or (2) of this section, or in the defense of a claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(4) Payment of expenses in advance. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid in advance of the
final disposition of such action, suit or proceeding as authorized by
the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to
be indemnified by the corporation as authorized in this section.
(5) Continuation of indemnification. The indemnification and advancement
of expenses provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(6) Insurance. A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director or officer
of the corporation or is or was serving at the request of the
corporation as a director or officer against any liability asserted
against him and incurred by him in such capacity whether or not the
corporation would have the power to indemnify him against such
liability under the provisions of this section.
Item 16. Exhibits and Financial Statement Schedules.
A list of exhibits included as part of this registration statement is set
forth in the Exhibit Index which immediately precedes such exhibits and is
incorporated herein by reference.
Item 17. Undertakings.
A. The Company 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 of 1933;
(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 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 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) 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.
(A) Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) of this section do not apply if the registration statement
is on Form S-3 or Form F-3 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, as amended, that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(4) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of this registration
statement as of the date the filed prospectus was deemed part of
and included in this registration statement.
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of this registration statement in
reliance on Rule 430B relating to an offering made pursuant to
415(a)(1), (vii) or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in this
registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in
the prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date.
(5) The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
(6) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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.
(7) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report, to security holders that
is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(8) The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules an regulations prescribed by the Commission
under Section 305(b)(2) of the Trust Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
EAGLE BULK SHIPPING INC.
By: /s/ Sophocles N. Zoullas
-----------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
Pursuant to the requirements of the Securities Act of 1933, this amended
registration statement has been signed by the following persons on September 5,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Sophocles N. Zoullas Director, President and Chief Executive
------------------------- Officer
Sophocles N. Zoullas
/s/ Michael B. Goldberg Director
--------------------------
Michael B. Goldberg
/s/ Frank J. Loverro Director
----------------------
Frank J. Loverro
/s/ David B. Hiley Director
------------------------
David B. Hiley
/s/ Douglas P. Haensel Director
------------------------
Douglas P. Haensel
/s/ Michael Mitchell Director
------------------------
Michael Mitchell
/s/ Joseph Cianciolo Director
------------------------
Joseph Cianciolo
/s/ Alan S. Ginsberg Chief Financial Officer (Principal
------------------------ Financial Officer and Principal
Alan S. Ginsberg Accounting Officer)
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Eagle Bulk Shipping
Inc., has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
EAGLE SHIPPING INTERNATIONAL (USA) LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Eagle Shipping
International (USA) LLC, has signed this amended registration statement in the
City of New York, State of New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
CONDOR SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Condor Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
HAWK SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Hawk Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
FALCON SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Falcon Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
HARRIER SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Harrier Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
OSPREY SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Osprey Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
KITE SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Kite Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
SPARROW SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Sparrow Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
GRIFFON SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Griffon Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
SHIKRA SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Shikra Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
PEREGRINE SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Peregrine Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
CARDINAL SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Cardinal Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
HERON SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Heron Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
MERLIN SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Merlin Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
JAEGER SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Jaeger Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
KESTREL SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Kestrel Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
TERN SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Tern Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
KITTIWAKE SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Kittiwake Shipping
LLC, has signed this amended registration statement in the City of New York,
State of New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
ORIOLE SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Oriole Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
ROBIN SHIPPING LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Robin Shipping LLC,
has signed this amended registration statement in the City of New York, State of
New York, on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc., its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amended registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on September 5, 2006.
EAGLE BULK (DELAWARE) LLC
By: Eagle Bulk Shipping Inc.,
its Sole Member
By: /s/ Sophocles N. Zoullas
---------------------------------
Name: Sophocles N. Zoullas
Title: President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Sophocles N. Zoullas, Alan S.
Ginsberg and Gary J. Wolfe his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any related registration statement filed pursuant to Rule 462(b),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully for all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute,
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
1.1 Form of Underwriting Agreement *
3.1 Amended and Restated Articles of Incorporation of the
Company**
3.2 Amended and Restated By Laws of the Company**
3.3 Certification of Formation of Eagle Shipping LLC***
3.4 Certificate of Amendment of Eagle Shipping LLC (changing
name to Eagle Shipping International (USA) LLC)***
3.5 Amended and Restated Limited Liability Company Agreement of
Eagle Shipping International (USA) LLC***
3.6 Certificate of Formation of Condor Shipping LLC***
3.7 Amended and Restated Limited Liability Company Agreement of
Condor Shipping LLC***
3.8 Certificate of Formation of Hawk Shipping LLC***
3.9 Amended and Restated Limited Liability Company Agreement of
Hawk Shipping LLC***
3.10 Certificate of Formation of Falcon Shipping LLC***
3.11 Amended and Restated Limited Liability Company Agreement of
Falcon Shipping LLC***
3.12 Certificate of Formation of Harrier Shipping LLC***
3.13 Amended and Restated Limited Liability Company Agreement of
Harrier Shipping LLC***
3.14 Certificate of Formation of Osprey Shipping LLC***
3.15 Amended and Restated Limited Liability Company Agreement of
Osprey Shipping LLC***
3.16 Certificate of Formation of Kite Shipping LLC***
3.17 Amended and Restated Limited Liability Company Agreement of
Kite Shipping LLC***
3.18 Certificate of Formation of Sparrow Shipping LLC***
3.19 Amended and Restated Limited Liability Company Agreement of
Sparrow Shipping LLC***
3.20 Certificate of Formation of Griffon Shipping LLC***
3.21 Amended and Restated Limited Liability Company Agreement of
Griffon Shipping LLC***
3.22 Certificate of Formation of Shikra Shipping LLC***
3.23 Amended and Restated Limited Liability Company Agreement of
Shikra Shipping LLC***
3.24 Certificate of Formation of Peregrine Shipping LLC***
3.25 Amended and Restated Limited Liability Company Agreement of
Peregrine Shipping LLC***
3.26 Certificate of Formation of Cardinal Shipping LLC***
3.27 Amended and Restated Limited Liability Company Agreement of
Cardinal Shipping LLC***
3.28 Certificate of Formation of Heron Shipping LLC***
3.29 Limited Liability Company Agreement of Heron Shipping LLC***
3.30 Certificate of Formation of Merlin Shipping LLC***
3.31 Limited Liability Company Agreement of Merlin Shipping LLC***
3.32 Certificate of Formation of Jaeger Shipping LLC***
3.33 Limited Liability Company Agreement of Jaeger Shipping LLC***
3.34 Certificate of Formation of Kestrel Shipping LLC***
3.35 Limited Liability Company Agreement of Kestrel Shipping LLC***
3.36 Certificate of Formation of Tern Shipping LLC***
3.37 Limited Liability Company Agreement of Tern Shipping LLC***
3.38 Certificate of Formation of Kittiwake Shipping LLC***
3.39 Limited Liability Company Agreement of Kittiwake Shipping LLC***
3.40 Certificate of Formation of Oriole Shipping LLC***
3.41 Limited Liability Company Agreement of Oriole Shipping LLC***
3.42 Certificate of Formation of Robin Shipping LLC***
3.43 Limited Liability Company Agreement of Robin Shipping LLC***
3.44 Certificate of Formation of Eagle Bulk (Delaware) LLC***
3.45 Limited Liability Company Agreement of Eagle Bulk
(Delaware) LLC***
4.1 Specimen Common Share Certificate**
4.2 Specimen Preferred Share Certificate*
4.3 Form of Common Stock warrant agreement *
4.4 Form of Preferred Stock warrant agreement *
4.5 Form of Purchase Contract warrant agreement *
4.6 Form of Unit warrant agreement *
4.7 Form of senior debt security***
4.8 Form of subordinated debt security***
5.1 Opinion of Seward & Kissel LLP, counsel to the Company,
on the validity of the common stock***
12 Computation of Ratio of Earnings to Fixed Charges***
21 Subsidiaries of the Company***
23.1 Consent of Seward & Kissel LLP (included in Exhibit 5.1)***
23.2 Consent of Ernst & Young LLP***
24 Power of Attorney (contained in signature page)***
25.1 Form of T-1 Statement of Eligibility (senior indenture) *
25.2 Form of T-1 Statement of Eligibility (subordinated
indenture) *
* To be filed either as an amendment or as an exhibit to a report filed pursuant
to the Securities Exchange Act of 1934 of the Registrant and incorporated by
reference into this Registration Statement.
** Incorporated by reference from the Company's Form S-1/A (File No. 333-123817)
filed with the Commission on June 22, 2005.
*** Previously filed.
25083.0001 #692821a