As filed
with the Securities and Exchange Commission on April 30, 2009. Registration No.
333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________
FORM
S-8
REGISTRATION
STATEMENT
under
THE
SECURITIES ACT OF 1933
_______________
INTERNATIONAL
SHIPHOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
36-2989662
(State
or other
jurisdiction (I.R.S.
Employer
of incorporation or
organization) Identification
No.)
11
North Water Street, Suite 18290
Mobile,
Alabama 36602
(Address,
including zip code, of
Principal
Executive Offices)
International
Shipholding Corporation 2009 Stock Incentive Plan
(Full
title of the plan)
_______________
Manuel
G. Estrada
Vice
President and Chief Financial Officer
International
Shipholding Corporation
11
North Water Street, Suite 18290
Mobile,
Alabama 36602
(251)
243-9100
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copy
to:
Margaret
F. Murphy
Jones,
Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
201
St. Charles Avenue
New
Orleans, Louisiana 70170-5100
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
[ ] Accelerated
filer
[X]
Non-accelerated filer
[ ] (Do not check if a
smaller reporting
company) Smaller
reporting company
[ ]
CALCULATION
OF REGISTRATION FEE
|
Title
of
securities
to be registered
|
Amount
to be registered (1)
|
Proposed
maximum offering price
per
unit
|
Proposed
maximum aggregate
offering
price
|
Amount
of
registration
fee
|
|
Common
Stock (par value $1.00 per share)
|
200,000
Shares
|
$19.44(2)
|
$3,888,0002)
|
$217.00
|
|
(1)Upon
a stock split, stock dividend, or similar transaction in the future
involving our Common Stock and during the effectiveness of this
Registration Statement, the number of shares registered shall be
automatically increased to cover the additional securities in accordance
with Rule 416(a) under the Securities Act of 1933.
(2)Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) under the Securities Act of 1933, based on the average of the
high and low price per share of our Common Stock on the New York Stock
Exchange on April 27, 2009.
|
||||
{N1965164.2}
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information
required by Part I of Form S-8 to be contained in the applicable prospectus is
omitted from this registration statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the “Securities Act”).
{N1965164.2} I-1
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed by International Shipholding
Corporation (the “Company” or the “Registrant”) with the Securities and Exchange
Commission (the “Commission”), are incorporated herein by
reference:
(a) The
Company’s latest Annual Report on Form 10-K filed pursuant to Section 13 of the
Securities Exchange Act of 1934 (the “Exchange Act”);
(b) All
other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Annual Report referred to in
(a); and
(c) The
description of the Company’s Common Stock included in Amendment No. 1 to the
Company’s Registration Statement on Form 8-A/A filed with the Commission on
October 19, 1998 under the Exchange Act relating to the Company’s Common
Stock.
All
documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold shall, except to the extent otherwise provided by
Regulation S-K or any other rule promulgated by the Commission, be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statements contained
in a document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other document subsequently filed or incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Section
145 of the General Corporation Law of Delaware empowers us to indemnify, subject
to the standards prescribed in that Section, any person in connection with any
action, suit, or proceeding brought or threatened by reason of the fact that the
person is or was our director, officer, employee or agent. Article VI
of the Company’s Restated Certificate of Incorporation provides that the Board
of Directors is expressly authorized to provide indemnification to the full
extent permitted by Delaware law.
In
addition, Article II, Section 7 of the Company’s By-laws provides as
follows:
(a) Right to
Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(“proceeding”), by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the company or any of
its subsidiaries (including nominees and designees who have not yet
taken office) or is or was serving at the request of the Company (including any
person who has not been duly elected or appointed) as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans (the “Indemnitee”), whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Delaware General Corporation Law (“GCL”), as presently existing or as it may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Company to provide broader indemnification
rights than the GCL permitted the Company to provide prior to such amendment),
against any and all expenses, liability and loss (including attorneys’ fees,
judgments, fines, ERISA excise taxes or penalties, amounts paid in connection
with any arbitration or investigation and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith. Indemnitee’s rights hereunder shall be contract rights and
shall include the right to be paid by the Company for expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that the payment of such expenses incurred by an Indemnitee in advance
of the final disposition of such proceeding, shall be made only upon delivery to
the Company of an undertaking in a form satisfactory to counsel for the Company,
by or on behalf of such Indemnitee, to repay all amounts so advanced if it
should be ultimately determined that such Indemnitee is not entitled
to be indemnified under this provision or otherwise. For purposes of
this provision the term Company shall include any resulting or constituent
entities.
(b) Nonexclusivity of
Rights. The rights conferred herein on any person shall not be
exclusive of any other right which such person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, by-law,
contract or other agreement, vote of stockholders or disinterested directors or
otherwise.
(c) Insurance. The
Company may maintain insurance at its expense, to protect itself and any such
director (including nominees and designees who have not yet taken office),
officer, employee or agent of the Company or another corporation, partnership,
joint venture, trust or other enterprise (including service with respect to
employee benefit plans) against any expense, liability or loss, whether or not
the Company would have the power to indemnify such person against such expense,
liability or loss under the GCL.
Under an
insurance policy maintained by the Company, the directors and officers of the
Company are insured, within the limits and subject to the limitations of the
policy, against certain expenses in connection with the defense of certain
claims, actions, suits or proceedings, and certain liabilities which might be
imposed as a result thereof, which may be brought against them by reason of
their being or having been directors and officers.
The
foregoing is only a general summary of certain aspects of Delaware law and the
Registrant’s certificate of incorporation and by-laws dealing with
indemnification of directors and officers, and does not purport to be
complete. It is qualified in its entirety by reference to the
detailed provisions of Section 145 of the Delaware Corporation Law and the
certificate of incorporation and by-laws of the Registrant.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
|
|
5
|
Opinion
of Jones, Walker, Waechter, Poitevent, Carrère & Denègre,
L.L.P.
|
|
|
23.1
|
Consent
of Ernst & Young LLP.
|
|
|
23.2
|
Consent
of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
(included in Exhibit 5).
|
|
|
24
|
Powers
of Attorney pursuant to which this Registration Statement has been signed
on behalf of certain of our officers and directors (included in the
signature pages of this Registration
Statement).
|
|
|
99
|
International
Shipholding Corporation 2009 Stock Incentive Plan (incorporated by
reference from Form 8-K filed on April 30,
2009).
|
Item
9. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
To
reflect in the prospectus any facts or events arising after the effective date
of this registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
To
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement;
Provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for
the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant’s annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act 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.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
{N1965164.2} II-1
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Mobile,
State of Alabama, on April 30, 2009.
INTERNATIONAL
SHIPHOLDING CORPORATION
By: /s/ Niels M.
Johnsen
Niels M. Johnsen
Chairman of the Board and Chief
Executive Officer
POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS that each person whose signature appears below constitutes
and appoints Niels M. Johnsen and Manuel G. Estrada, or either one of them, his
true and lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place, and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting until such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and ratifying and confirming all that such
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities indicated on April 30,
2009.
|
Signature
|
Title
|
|
|
/s/ Niels M.
Johnsen
Niels
M. Johnsen
|
Chairman
of the Board and
Chief
Executive Officer
(Principal Executive
Officer)
|
|
|
/s/
Erik L.
Johnsen
Erik
L. Johnsen
|
President
and Director
|
|
|
/s/
Niels W.
Johnsen
Niels
W. Johnsen
|
Director
|
|
|
/s/ Erik F.
Johnsen
Erik
F. Johnsen
|
Director
|
|
|
/s/ Edwin A.
Lupberger
Edwin
A. Lupberger
|
Director
|
|
|
/s/ Edward K.
Trowbridge
Edward
K. Trowbridge
|
Director
|
|
|
/s/ H. Merritt Lane
III
H.
Merritt Lane III
|
Director
|
|
|
/s/ James J.
McNamara
James
J. McNamara
|
Director
|
|
|
/s/ T. Lee Robinson,
Jr.
T.
Lee Robinson, Jr.
|
Director
|
|
|
/s/ Manuel G.
Estrada
Manuel
G. Estrada
|
Vice
President and Chief Financial Officer
(Principal Financial
Officer)
|
|
|
/s/ Kevin M. Wilson
Kevin
M. Wilson
|
Controller
(Principal Accounting
Officer)
|
{N1965164.2} S-1
EXHIBIT
INDEX
Exhibit
Number Description of
Exhibits
|
|
5
|
Opinion
of Jones, Walker, Waechter, Poitevent, Carrère & Denègre,
L.L.P.
|
|
|
23.1
|
Consent
of Ernst & Young LLP.
|
|
|
23.2
|
Consent
of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P.
(included in Exhibit 5).
|
|
|
24
|
Powers
of Attorney pursuant to which this Registration Statement has been signed
on behalf of certain of our officers and directors (included in the
signature pages of this Registration
Statement).
|
|
|
99
|
International
Shipholding Corporation 2009 Stock Incentive Plan (incorporated by
reference from Form 8-K filed on April 30,
2009).
|
{N1965164.2}
EXHIBIT
5
|
|
|
11 North
Water Street, Suite 18290
Mobile,
Alabama 36602
Ladies
and Gentlemen:
We have
examined instruments, documents, and records which we deemed relevant and
necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations, and warranties
contained in the records, documents, instruments, and certificates we have
reviewed.
Based
upon the foregoing, we are of the opinion that the shares of Common Stock to be
issued by the Company pursuant to the Plan after the filing of this Registration
Statement, are validly authorized shares of Common Stock and, when issued for at
least par value and in accordance with the provisions of the Plan, will be
legally issued, fully paid, and non-assessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name wherever it appears in the Registration
Statement. In giving such consent, we do not consider that we are
“experts” within the meaning of such term as used in the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission issued thereunder, with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
JONES, WALKER, WAECHTER,
POITEVENT,
CARRÈRE &
DENÈGRE, L.L.P.
By: /s/ Margaret F.
Murphy
Margaret F. Murphy,
Partner
|
JONES,
WALKER, WAECHTER, POITEVENT, CARRÈRE &
DENÈGRE L.L.P.
|
||
|
|
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|
Alabama
Arizona District of Columbia Florida Georgia Louisiana
Texas
|
||
EXHIBIT
23.1
Consent
of Independent Registered
Public
Accounting Firm
We
consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the International Shipholding Corporation 2009 Stock
Incentive Plan for the registration of 200,000 shares of International
Shipholding Corporation common stock of our reports dated March 6, 2009, with
respect to the consolidated financial statements and schedule of International
Shipholding Corporation and the effectiveness of internal control over financial
reporting of International Shipholding Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 2008, filed with the Securities and
Exchange Commission.
/s/ Ernst
& Young LLP
New
Orleans, Louisiana
April 29,
2009