As filed with the Securities and Exchange Commission on May 2, 2005
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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MARITRANS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0343903
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
TWO HARBOUR PLACE
302 KNIGHTS RUN AVENUE
SUITE 1200
TAMPA, FL 33602
(Address of Principal Executive Offices) (Zip Code)
MARITRANS INC. 2005 OMNIBUS EQUITY COMPENSATION PLAN
(Full title of the plan)
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WALTER T. BROMFIELD
CHIEF FINANCIAL OFFICER
MARITRANS INC.
TWO HARBOUR PLACE
302 KNIGHTS RUN AVENUE
SUITE 1200
TAMPA, FL 33602
(Name and address of agent for service)
(813) 209-0600
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Maximum
Amount to be Offering Price per Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Share(2) Aggregate Offering Price(2) Registration Fee
------------------------------------ ---------------- ------------------ --------------------------- ----------------
Common Stock, $0.01 par value 300,000 shares $18.90 $5,670,000 $668
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
statement also shall cover any additional shares of the Registrant's common
stock that become issuable under the Maritrans Inc. 2005 Omnibus Equity
Compensation Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration that increases the number of the Registrant's outstanding
shares of common stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended. The price per share and aggregate
offering price are calculated on the basis of the average of the high and
low selling price per share of the Registrant's Common Stock on May 2,
2005, as reported by the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Maritrans Inc. (the "Registrant") are
incorporated by reference into this Registration Statement:
(a) The Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 2004;
(b) The Registrant's current report on Form 8-K, filed on February
15, 2005;
(c) The description of the Registrant's common stock set forth in
the Registrant's registration statement on Form 8-B filed with
the Commission on May 12, 1993 pursuant to Section 12 of the
Exchange Act, including any amendment or report that may be
filed for purposes of updating such description.
All reports and other documents filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the filing
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such reports and documents. Any statement
contained in a document incorporated by reference herein shall be modified or
superseded for purposes of this Registration Statement if it is modified or
superseded by a statement in a document which is also incorporated in this
Registration 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 Delaware General Corporation Law, or the DGCL,
provides, among other things, that a corporation may 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 by reason of the fact that the person is
or was a director or officer of the corporation (or other enterprise at the
direction of the corporation), under certain circumstances, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action,
suit or proceeding. Section 145 further provides that the indemnification and
advancement of expenses provided under it is not exclusive of any other rights
to which a person may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation a provision that eliminates or limits the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock purchases or redemptions, or (iv) for
any transaction from which the director derived an improper personal benefit.
Paragraph Ninth of the Company's Certificate of Incorporation provides
that no director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
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except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit.
Article VII of the Company's bylaws provides indemnification for
authorized representatives (directors and officers and any person designated as
an authorized representative by the Board) in third party proceedings and
indemnification for authorized representatives in corporate proceedings. The
authorized representatives will be indemnified against expenses actually and
reasonably incurred in connection with the defense of any third party or
corporate proceedings or in the defense of any claim, issue or matter therein,
to the extent such representative has been successful on the merits or otherwise
in defense of any third party or corporate proceedings or in the defense of any
claim, issue or matter therein.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit Number Exhibit
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5.1 Opinion of Morgan, Lewis & Bockius LLP.
10.1 Maritrans Inc. 2005 Omnibus Equity Compensation Plan
(incorporated by reference to Exhibit 10.1
to the Current Report on Form 8-K filed by the Company on May 2, 2005).
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5.1).
24 Power of Attorney (included on signature pages).
ITEM 9. UNDERTAKINGS
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 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; and
(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;
provided, however, that subparagraphs (1)(i) and (1)(ii) of this section
do not apply if the information required to be included in a
post-effective amendment by those subparagraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and 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 this registration statement shall be deemed
to be a new registration statement relating to the securities offered herein and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Tampa, State of Florida, on May 3, 2005.
MARITRANS INC.
By: JONATHAN P. WHITWORTH
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Jonathan P. Whitworth
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
Each of the undersigned officers and directors of Maritrans Inc., a
Delaware corporation, hereby constitutes and appoints Walter T. Bromfield, Chief
Financial Officer, and Judith M. Cortina, Controller, and each of them acting
alone, his true and lawful attorney-in-fact, with full power of substitution, to
execute and cause to be filed with the Securities and Exchange Commission
pursuant to the requirements of the Securities Act of 1933, any and all
amendments and post-effective amendments to this Registration Statement with
exhibits thereto and other documents in connection therewith, and hereby
ratifies and confirms all that said attorney-in-fact or his substitute or
substitutes may do or cause to be done by virtue hereof. This Power of Attorney
may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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JONATHAN P. WHITWORTH Chief Executive Officer May 3, 2005
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Jonathan P. Whitworth
WALTER T. BROMFIELD Chief Financial Officer May 3, 2005
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Walter T. Bromfield (Principal Financial Officer)
JUDITH M. CORTINA Controller May 3, 2005
------------------------------------ (Principal Accounting Officer)
Judith M. Cortina
WILLIAM A. SMITH Non executive Chairman of the Board May 3, 2005
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William A. Smith
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SIGNATURE TITLE DATE
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DR. ROBERT E. BONI Director May 3, 2005
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Dr. Robert E. Boni
DR. CRAIG e. DORMAN Director May 3, 2005
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Dr. Craig E. Dorman
FREDERICK C. HAAB Director May 3, 2005
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Frederick C. Haab
ROBERT J. LICHTENSTEIN, ESQ. Director May 3, 2005
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Robert J. Lichtenstein, Esq.
BRENT A. STIENECKER Director May 3, 2005
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Brent A. Stienecker
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EXHIBIT INDEX
Exhibit Number Exhibit
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5.1 Opinion of Morgan, Lewis & Bockius LLP.
10.1 Maritrans Inc. 2005 Omnibus Equity Compensation Plan (incorporated by
reference to Exhibit 10.1
to the Current Report on Form 8-K filed by the Company on May 2, 2005).
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5.1).
24.1 Power of Attorney (included on signature pages).
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