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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TEEKAY SHIPPING CORPORATION
(Exact name of registrant as specified in its charter)
REPUBLIC OF THE MARSHALL ISLANDS NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
TK HOUSE
BAYSIDE EXECUTIVE PARK
WEST BAY STREET & BLAKE ROAD
NASSAU
THE BAHAMAS
(Address of principal executive offices, including zip code)
TEEKAY SHIPPING CORPORATION
AMENDED 1995 STOCK OPTION PLAN
(Full title of the plans)
LAWCO OF OREGON, INC.
PERKINS COIE LLP
1211 S.W. FIFTH AVENUE, SUITE 1500
PORTLAND, OREGON 97204-3715
ATTENTION: KAREN M. DODGE
(503) 727-2000
(Name, address and telephone number, including area code, of agent for service)
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COPIES TO:
DAVID S. MATHESON
PERKINS COIE LLP
1211 S.W. FIFTH AVENUE, SUITE 1500
PORTLAND, OREGON 97204-3715
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES NUMBER TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE AGGREGATE OFFERING PRICE REGISTRATION FEE
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Common Stock, par value $0.001 per
share 2,350,000 $38.65625 $90,842,187.50 $23,982.34
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(1) Based on shares subject to outstanding options or reserved for future
issuance pursuant to the amendment to the 1995 Stock Option Plan, together
with an indeterminate number of additional shares which may be necessary to
adjust the number of shares reserved for issuance pursuant to such employee
benefit plan as the result of any future stock split, stock dividend or
similar adjustment of the registrant's outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
on the average of the high ($39.25) and low ($38.0625) sales prices for the
Common Stock on July 25, 2000, as reported for such date on the New York
Stock Exchange.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement:
(a) Transition Report of Teekay on Form 20-F for the transition period
from April 1, 1999 to December 31, 1999, which contains audited financial
statements of the registrant;
(b) The description of Teekay's Common Stock contained in the
Registration Statement on Form 20-F filed with the Commission on July 10, 1995,
including any amendments or reports filed for the purpose of updating such
description; and
(c) All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the transition period covered by the Transition Report
on Form 20-F referenced above.
All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date hereof, and prior to the filing of a post-effective
amendment which indicates that the securities offered hereby have been sold or
which deregisters the securities covered hereby then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof commencing on the respective dates on which such
documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Teekay Shipping Corporation ("Teekay") is a Marshall Islands corporation.
The Marshall Islands Business Corporation Act ("MIBCA") provides that a Marshall
Islands 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, 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
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
reasonable cause to believe his conduct was unlawful. A Marshall Islands
corporation also has 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 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
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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 claim, 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.
To the extent that a director or officer of a Marshall Islands corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding paragraph, 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. 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 unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in the MIBCA.
In addition, a Marshall Islands corporation has the 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 the MIBCA.
Section J of the Company's Articles of Incorporation, as amended, provides
that to the fullest extent permitted under the MIBCA, a director of the Company
shall not be liable to the Company or its shareholders for monetary damages for
breach of fiduciary duty as a director. Section 10.00 of the Company's Bylaws
provides that any person who is made party to a proceeding by virtue of being an
officer or director of the Company or, being or having been such a director or
officer or an employee of the Company, serving at the request of the Company as
a director, officer, employee or agent of another corporation or other
enterprise, shall be indemnified and held harmless to the fullest extent
permitted by the MIBCA against any and all expense, liability, loss (including
attorneys' fees, judgments, fines or penalties and amounts paid in settlement)
actually incurred or suffered by such person in connection with the proceeding.
In addition, the Company has entered into separate Indemnification
Agreements with each of the Company's officers and directors listed in the
Registration Statement which provide for indemnification of the director or
officer against all expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative except to the extent that such person is
otherwise indemnified, such action, suit or proceeding arose out of such
person's intentional misconduct, knowing violation of law or out of a
transaction in which such director or officer is finally judicially determined
to have derived an improper personal benefit or if it shall be determined by a
final judgment or other final adjudication that such indemnification was not
lawful.
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ITEM 8. EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Watson, Farley & Williams regarding legality of
the Common Stock being registered
23.1 Consent of Ernst & Young, Chartered Accountants
23.2 Consent of Watson, Farley & Williams (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Teekay Shipping Corporation Amended 1995 Stock Option Plan
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) 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; and
(iii) 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 (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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C. 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Vancouver, Province of British Columbia, on the 26th
day of July, 2000.
TEEKAY SHIPPING CORPORATION
By: /s/ Bjorn Moller
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Bjorn Moller
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Bjorn Moller and Peter S. Antturi, or either of them, as attorneys-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 26th day of July, 2000.
SIGNATURE TITLE
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/s/ Bjorn Moller President, Chief Executive Officer and
- ----------------------------------------------------- Director (Principal Executive Officer)
Bjorn Moller
/s/ Peter S. Antturi Vice President, Chief Financial Officer,
- ----------------------------------------------------- Treasurer and Director (Principal Financial
Peter S. Antturi and Accounting Officer)
/s/ C. Sean Day Director and Chairman of the Board
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C. Sean Day
/s/ Axel Karlshoej Director and Chairman Emeritus
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Axel Karlshoej
/s/ Bruce C. Bell Director and Secretary
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Bruce C. Bell
/s/ Michael D. Dingman Director
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Michael D. Dingman
/s/ Morris L. Feder Director
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Morris L. Feder
/s/ Steve G.K. Hsu Director
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Steve G.K. Hsu
/s/ Thomas Kuo-Yuen Hsu Director
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Thomas Kuo-Yuen Hsu
/s/ Leif O. Hoegh Director
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Leif O. Hoegh
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Watson, Farley & Williams regarding legality of
the Common Stock being registered
23.1 Consent of Ernst & Young, Chartered Accountants
23.2 Consent of Watson, Farley & Williams (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Teekay Shipping Corporation Amended 1995 Stock Option Plan