Bermuda (State or other jurisdiction of incorporation or organization) | 4412 (Primary Standard Industrial Classification Code Number) | Not Applicable (I.R.S. Employer Identification Number) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company x |
(Do not check if a smaller reporting company) |
Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price | Amount of registration fee(3) | ||||||
Common Shares, par value $0.0001 per share | 1,500,000 | 2.55 | 3,825,000 | $443.32 | ||||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall also cover any additional shares of the Registrant’s common shares (“ Common Share ”) that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction. | |||||||||
(2) | Pursuant to Rule 457(c) and (h) under the Securities Act, the proposed maximum offering price per share was determined based on the high and low prices of Pangaea Logistics Solutions Ltd.’s Common Shares reported by the Nasdaq Capital Market on November 10, 2016. | |||||||||
(3) | Calculated by multiplying the proposed maximum aggregate offering price by 0.0001159 |
Pangaea Logistics Solutions Ltd. | |||
By: | /s/ Edward Coll | ||
Name: | Edward Coll | ||
Title: | Chairman of the Board and Chief Executive Officer |
Signature | Title | Date | ||
/s/ Edward Coll | Chairman of the Board of Directors and Chief Executive Officer | November 10, 2016 | ||
Edward Coll | ||||
/s/ Carl Claus Boggild | President (Brazil) and Director | November 10, 2016 | ||
Carl Claus Boggild | ||||
/s/ Anthony Laura | Chief Financial Officer and Director | November 10, 2016 | ||
Anthony Laura | ||||
/s/ Peter M. Yu | Director | November 10, 2016 | ||
Peter M. Yu | ||||
/s/ Paul Hong | Director | November 10, 2016 | ||
Paul Hong | ||||
/s/ Mark L. Filanowski | Director | November 10, 2016 | ||
Mark L. Filanowski | ||||
/s/ Eric S. Rosenfeld | Director | November 10, 2016 | ||
Eric S. Rosenfeld | ||||
/s/ David D. Sgro | Director | November 10, 2016 | ||
David D. Sgro | ||||
/s/ Richard du Moulin | Director | November 10, 2016 | ||
Richard du Moulin | ||||
/s/ Gianni Del Signore | Controller | November 10, 2016 | ||
Gianni Del Signore |
Incorporated by Reference | Filed Herewith | |||||||||||
Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | |||||||
4.1 | Bye-laws of Pangaea Logistics Solutions Ltd. | S-4 | 333-195910 | 3.2 | May 13, 2014 | |||||||
4.2 | Form of Common Stock Certificate. | S-4/A | 333-195910 | 4.4 | July 15, 2014 | |||||||
5.1 | Opinion of Appleby (Bermuda) Limited | X | ||||||||||
23.1 | Consent of Grant Thornton LLP. | X | ||||||||||
24.1 | Power of Attorney (included on signature page of this Form S-8). | S-8 | 333-201333 | 24.1 | December 31, 2014 | |||||||
99.1 | Pangaea Logistics Solutions Ltd. 2014 Equity Incentive Plan (as amended and restated by the Board of Directors on May 9, 2016) | DEF 14A | 001-36798 | 10.30 | June 28, 2016 |
Pangaea Logistics Solutions Ltd. | Email jwilson@applebyglobal.com |
c/o Phoenix Bulk Carriers (US) LLC | Direct Dial 1 441 298 3559 |
109 Long Wharf | Tel 1 441 295 2244 |
Newport, RI 02840 | Fax 1 441 292 8666 |
Your Ref | |
Appleby Ref 428932.0001/JW |
Dear Sirs | ||||
Bermuda Office | Pangaea Logistics Solutions Ltd. (the "Company") | |||
Appleby (Bermuda) | ||||
Limited Canon's Court 22 Victoria Street PO Box HM 1179 Hamilton HM EX Bermuda Tel +1 441 295 2244 | We have acted as legal counsel in Bermuda to the Company and this opinion as to Bermuda law is addressed to you in connection with the filing by the Company with the United States Securities and Exchange Commission (SEC) under The Securities Act of 1933, as amended (Securities Act) of a Registration Statement on Form S-8 (Registration Statement) in relation to the registration of 1,500,000 common shares of par value USD 0.0001 per share (Common Shares) issuable in accordance with the Pangaea Logistics Solutions Ltd. 2014 Share Incentive Plan (as amended and restated by the Board of Directors of the Company on 9 May 2016) (Amended Plan). For the purposes of this opinion we have examined and relied upon the documents listed, (which in some cases, are also defined) in the Schedule to this opinion (Documents). |
1.1 | the authenticity, accuracy and completeness of all Documents and other documentation examined by us or submitted to us as originals and the conformity to authentic original documents of all Documents and such other documentation submitted to us as certified, conformed, notarised or photostatic copies; |
1.2 | that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent; |
1.3 | the genuineness of all signatures on the Documents; |
1.4 | the authority, capacity and power of each of the persons signing the Documents (other than the Company); |
1.5 | that any representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is true, accurate and complete; |
1.6 | that the records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search been materially altered; |
1.7 | that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Litigation Search been materially altered; |
1.8 | that there are no provisions of the laws or regulations of any jurisdiction, other than Bermuda, which would be contravened by the execution or delivery of the Amended Plan or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Amended Plan is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation |
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1.9 | that the Resolutions are in full force and effect and have not been rescinded, either in whole or in part, and accurately record the resolutions adopted by all of the Directors of the Company as unanimous written resolutions of the Board and that there is no matter affecting the authority of the Directors to take the actions specified in the Resolutions, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein; |
1.10 | that, when the Directors of the Company adopted the Resolutions, each of the Directors discharged his fiduciary duties to the Company and acted honestly and in good faith with a view to the best interest of the Company; |
1.11 | that the Company has filed the Registration Statement in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the activities contemplated by the Registration Statement and the Amended Plan would benefit the Company; and |
1.12 | that the general permissions contained in the Notice remain in full force and effect on the date on which either the Company issues or transfers any securities. |
3.1 | We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the Courts of Bermuda at the date hereof. |
3.2 | Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of, such other jurisdiction. |
3.3 | Any reference in this opinion to shares being “non-assessable” shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of the shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for, additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company. |
3.4 | Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court Causes Book at the Registry of the Supreme Court are not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal: |
(a) | details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court would have or should have been disclosed on the public file, the Causes Book or the Judgment Book, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book or Judgment Book; |
(b) | details of matters which should have been lodged for filing or registration at the Registrar of Companies or the Registry of the Supreme Court but have not been lodged for filing or registration at the date the search is concluded; |
(c) | whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book at the date and time the search is concluded; |
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(d) | whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or |
(e) | whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Act. |
3.5 | In order to issue this opinion we have carried out the Company Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date of such search. |
3.6 | In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date of such search. |
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1. | The entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search conducted on November 10, 2016 (Company Search). |
2. | The entries and filings shown in respect of the Company in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search conducted on November 10, 2016 (Litigation Search). |
3. | Copies of the Certificate of Incorporation on Change of Name, Certificate of Incorporation, Amended and Restated Memorandum of Association (Memorandum of Association) and Bye-Laws adopted for the Company (collectively referred to as the Constitutional Documents). |
4. | A Certified copy of the Minutes of the Meeting of the Board of Directors of the Company held on 9 May 2019 (Resolutions). |
5. | A copy of the notice to the public dated 1 June 2005 as issued by the Bermuda Monetary Authority under the Exchange Control Act 1972 and the Exchange Control Regulations 1973 (Notice). |
6. | A copy of the Register of Directors and Officers. |
7. | A Director’s Certificate dated 10 November 2016 signed Anthony Laura. |
8. | A PDF copy of the Registration Statement. |
9. | A PDF copy of the Amended Plan. |
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