F-3/A 1 d9179117_f-3a.htm
As filed with the Securities and Exchange Commission on February 11, 2022.
Registration Statement No. 333-261630
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
Pre-effective Amendment No. 1 to
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NORDIC AMERICAN TANKERS LIMITED
(Exact name of registrant as specified in its charter)

Islands of Bermuda
 
N/A
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
Nordic American Tankers Limited
Attn: Herbjørn Hansson
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda
(441) 292-7202
 
Seward & Kissel LLP
Attn: Edward S. Horton, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1265
(Address and telephone number of Registrant's
principal executive offices)
 
 
 
 
__________________________________
 
(Name, address and telephone number of agent
for service)
Copies to:
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1265

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective as determined by market conditions and other factors.
If the only securities being registered on the 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 to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
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.C. 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.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act . ¨
† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

EXPLANATORY NOTE
Nordic American Tankers Limited is filing this Amendment No. 1 to its registration statement on Form F-3 (File No. 333-261630) as an exhibits-only filing for the purpose of filing an updated auditor consent as Exhibit 23.3. Accordingly, this amendment consists only of the cover page, this explanatory note, Item 9 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has therefore been omitted.


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 9. EXHIBITS
See the Exhibit Index on the page immediately following the signature pages on this Form F-3/A, which Exhibit Index is incorporated herein by reference.

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 F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sandefjord, country of Norway on February 11, 2022.
NORDIC AMERICAN TANKERS LIMITED

 
 
  
 
By:
/s/ Herbjørn Hansson
 

 
Name:
Herbjørn Hansson
 

 
Title:
Chief Executive Officer
 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on February 11, 2022 in the capacities indicated.
 
Signature
 
 
 
Title
 
 
 
/s/ Herbjørn Hansson
 
Chairman of the Board of Directors,
Herbjørn Hansson
 
Chief Executive Officer, President and Director
(Principal Executive Officer)
 
 
/s/ Bjorn Giaever
 
Chief Financial Officer & Executive Vice President
Bjorn Giaever
 
(Principal Financial and Accounting Officer)
 
 
/s/ Jim Kelly
 
Director
Jim Kelly
 
 
 
 
/s/ Alexander Hansson
 
Director
Alexander Hansson
 
 
 
 
/s/ Douglas H. Penick
 
Director
Douglas H. Penick
 
 
 
 
 
 
 

Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of Nordic American Tankers Limited, has signed this Registration Statement in the city of Newark, state of Delaware, on February 11, 2022.
PUGLISI & ASSOCIATES
 
 
  
 
By:
/s/ Donald J. Puglisi
  

Name:
Donald J. Puglisi
  



 


Exhibits
Exhibit Number
Description
   
1.1
Form of Underwriting Agreement (for equity securities)(1)
   
1.2
Form of Underwriting Agreement (for debt securities)(1)
   
4.1
   
4.2
Form of Preferred Share Certificate(1)
   
4.3
   
4.4
Form of Warrant Agreement(1)
   
4.5
Form of Purchase Contract(1)
   
4.6
   
4.7
   
4.8
Form of Unit Agreement(1)
   
4.9
Form of Rights Agreement(1)
   
5.1#
   
5.2#
   
23.1#
Consent of Appleby (Bermuda) Limited, (included in Exhibit 5.1)
   
23.2#
Consent of Seward & Kissel LLP (included in Exhibit 5.2)
   
23.3*
   
24.1
   
25.1
Form of T-1 Statement of Eligibility (senior indenture)(1)
   
25.2
Form of T-1 Statement of Eligibility (subordinated indenture)(1)
   
107*
   
#
Indicates a document previously filed with the Commission
   
*
Filed herewith.


(1)
To be filed as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 and incorporated by reference into this registration statement.
   
(2)
Incorporated herein by reference to Exhibit 2.1 in the Annual Report of Nordic American Tankers Limited filed April 17, 2012 on Form 20-F.
   
(3)
Incorporated herein by reference to Exhibit 4.1 of Form 6-K filed on June 16, 2017.
   
(4)
Incorporated herein by reference to Exhibit 4.6 of Form F-3 filed on November 30, 2018.
   
(5)
Incorporated herein by reference to Exhibit 4.7 of Form F-3 filed on November 30, 2018.