8-A12B/A 1 d8512075_8a12b-a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
Amendment No 2.
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Scorpio Bulkers Inc.
(Exact Name of Registrant as Specified in Its Charter)
Republic of the Marshall Islands
N/A
(State of Incorporation or Organization)
(IRS Employer Identification No.)
9, Boulevard Charles III
MC 98000 Monaco
  
(Address of Principal Executive Offices)
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
to be so Registered
  
Name of Each Exchange on Which
Each Class is to be Registered
Common Stock, $0.01 par value
  
The New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(c), please check the following box.  ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(d), please check the following box. ☐
Securities Act registration statement file number to which this form relates: (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)

Explanatory Note
This Amendment No. 2 (this "Amendment") to Form 8-A amends the information set forth in Item 1 of the Registration Statement on Form 8-A, filed with the Securities and Exchange Commission (the "Commission") on December 10, 2013 by Scorpio Bulkers Inc. (the "Company"), and as amended by Amendment No. 1 to the Registration Statement on Form 8-A, filed with the Commission on January 4, 2016.
No new securities are being registered pursuant to this Amendment, which is being filed solely to update the description of the Company's issued shares of common stock, par value $0.01 per share (the "Common Shares"), included in the Form 8-A to reflect a reverse stock split of the Common Shares at a ratio of one-for-ten and the related reduction in the authorized Common Shares.
Item 1. Description of Registrants Securities to be Registered.
A reverse stock split (the "Reverse Stock Split") of the Common Shares became effective on April 7, 2020 (the "Effective Date").  Pursuant to the Reverse Stock Split, every ten Common Shares issued on the Effective Date were combined into one Common Share, without any change to the par value per share, and the number of authorized Common Shares was reduced from 212,500,000 to 31,875,000.  After the Reverse Stock Split, the Common Shares will have the same proportional voting rights and will be identical in all other respects to the Common Shares prior to the effectiveness of the Reverse Stock Split.  The number of authorized preferred shares will remain unchanged at 50,000,000.
The foregoing summary of the Reverse Stock Split is not complete and is qualified in its entirety by reference to the full text of the Articles of Amendment to the Amended and Restated Articles of Incorporation, as amended, of the Company, which was filed with the Commission on April 7, 2020 as Exhibit 3.1 to the Company's Report of Foreign Private Issuer on Form 6-K and is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as part of this registration statement:
No.
Exhibit
3.1
3.2
3.3
3.4
3.5
3.6
4.1
   


Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated:   April 7, 2020
  
SCORPIO BULKERS INC.
     
   
By:
/s/ Hugh Baker
     
Name: Hugh Baker
     
Title: Chief Financial Officer