0000919574-18-004829.txt : 20180719 0000919574-18-004829.hdr.sgml : 20180719 20180719122841 ACCESSION NUMBER: 0000919574-18-004829 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180719 DATE AS OF CHANGE: 20180719 EFFECTIVENESS DATE: 20180719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DORIAN LPG LTD. CENTRAL INDEX KEY: 0001596993 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36437 FILM NUMBER: 18960041 BUSINESS ADDRESS: STREET 1: 27 SIGNAL ROAD CITY: STAMFORD STATE: CT ZIP: 06878 BUSINESS PHONE: 203-978-1234 MAIL ADDRESS: STREET 1: 27 SIGNAL ROAD CITY: STAMFORD STATE: CT ZIP: 06878 DEFA14A 1 d7954544_8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 16, 2018

 
DORIAN LPG LTD.
  
 
(Exact name of registrant as specified in its charter) 
  

Republic of the Marshall Islands
  
001-36437
  
66-0818228
(State or other jurisdiction of incorporation or organization)
  
(Commission File Number)
  
(IRS employer identification no.)
 
 
    
 
c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut
 
    
06902
(Address of principal executive offices)
 
    
(Zip Code)

(Registrant's telephone number, including area code): 203-674-9900


(Former Name or Former Address, if Changed Since Last Report): None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☒   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, 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 13(a) of the Exchange Act. ☒

Introductory Note

The information contained in this Current Report on Form 8-K is hereby incorporated by reference into (i) the registration statement on Form S-3 (File No. 333-200714) of Dorian LPG Ltd. (the "Company"), filed with the U.S. Securities and Exchange Commission (the "Commission") on June 29, 2015 and (ii) the registration statement on Form S-3 (File No. 333-208375) of the Company, filed with the Commission on December 7, 2015.

Item 8.01 Other Events
On July 16, 2018, the Company issued a press release entitled "Dorian LPG Confirms Receipt of Director Nominations from BW LPG."
Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
Description
   

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: July 19, 2018
  
DORIAN LPG LTD.
(registrant)
  
       
 
By:
/s/ Theodore B. Young
  
   
Theodore B. Young
  
   
Chief Financial Officer
  


EX-99.1 2 d7954544_ex99-1.htm
Exhibit 99.1
 

Dorian LPG Confirms Receipt of Director Nominations from BW LPG

STAMFORD, Conn., July 16, 2018 ― Dorian LPG Ltd. (NYSE: LPG) ("Dorian" or the "Company") today confirmed that BW LPG (OB: BWLPG) has submitted the names of three director candidates to stand for election at Dorian's 2018 Annual General Meeting of Shareholders (the "2018 Annual Meeting"). Dorian has previously received a revised unsolicited proposal from BW LPG to combine with Dorian.
The Company's Board of Directors will review all of BW LPG's actions and respond as appropriate in due course. Dorian shareholders are not required to take any action at this time.
John Hadjipateras, Dorian Chairman and CEO, said: "The Company's Board of Directors is currently comprised of extremely qualified, experienced and dedicated directors, who are intensely focused on shareholder value creation and the successful execution of Dorian's strategy."
Evercore is serving as a financial advisor and Wachtell, Lipton, Rosen & Katz and Seward & Kissel LLP are serving as legal advisors to the Company.
About Dorian LPG Ltd.
Dorian LPG is a liquefied petroleum gas shipping company and a leading owner and operator of modern VLGCs. Dorian LPG's fleet currently consists of twenty-two modern VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA, London, United Kingdom and Athens, Greece.
Additional Information and Where to Find It
Dorian LPG intends to file with the SEC a proxy statement in connection with the 2018 Annual Meeting. The definitive proxy statement will be mailed to Dorian shareholders. INVESTORS AND SECURITY HOLDERS OF DORIAN ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement (when it is available) and other documents filed with the SEC at the SEC's website at www.sec.gov.
Certain Information Concerning Potential Participants
Detailed information regarding the identity of potential participants and their respective directors and executive officers who may be deemed to be participants in the solicitation of proxies from Dorian shareholders in connection with the matters to be considered at the 2018 Annual Meeting will be set forth in the definitive proxy statement for the 2018 Annual Meeting, and additional information can be found in Dorian's most recent annual report on Form 10-K. These documents may be obtained for free at the SEC's website at www.sec.gov.
Forward-looking Statements
This press release contains "forward-looking statements."  Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "may," "should" and similar expressions are forward-looking statements.  These statements are not historical facts but instead represent only the Company's belief regarding future results, many of which, by their nature are inherently uncertain and outside of the Company's control.  Actual results may differ, possibly materially, from those anticipated in these forward-looking statements.  For a discussion of some of the risks and important factors that could affect future results, see the discussion in the Company's Annual Report on Form 10-K, under the heading "Risk Factors."  The Company does not assume any obligation to update the information contained in this press release.
For further information:
Dorian LPG Ltd.
Ted Young
Chief Financial Officer
(203) 674-9900
IR@dorianlpg.com
Kekst
Ruth Pachman/Mark Semer
(212) 521-4800
ruth.pachman@kekst.com 
mark.semer@kekst.com