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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/08/13 Teekay Corp POS AM 1:35K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: POS AM Post-Effective Amendment HTML 29K
| POS AM |
As filed with the Securities and Exchange Commission on March 8, 2013
Registration No. 333-166523
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TEEKAY CORPORATION
(Exact name of Registrant as specified in its charter)
| Republic of the Marshall Islands | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
4th Floor, Belvedere Building
69 Pitts Bay Road,
Hamilton, HM 08, Bermuda
Telephone: (441) 298-2530
Fax: (441) 292-3931
(Address of principal executive offices, including zip code)
TEEKAY CORPORATION
2003 EQUITY INCENTIVE PLAN
(Full title of the plans)
Watson, Farley & Williams (New York) LLP
Attn: Daniel C. Rodgers
1133 Avenue of the Americas
Telephone: (212) 922-2200
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Perkins Coie LLP
David S. Matheson
Danielle Benderly
1120 N.W. Couch Street, 10th Floor
Telephone: (503) 727-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of Securities to Be Registered |
Number to Be Registered |
Proposed Maximum Offering Price |
Proposed Maximum |
Amount of Registration Fee | ||||
| Common Stock, par value $0.001 per share, together with associated common stock purchase rights, under the 2003 Equity Incentive Plan, as amended. |
(1) | (1) | (1) | (1) | ||||
|
| ||||||||
|
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| (1) | No additional shares are being registered and registration fees were paid upon filing of the original Form S-8 Registration Statements with the Securities and Exchange Commission on May 4, 2010 (Registration No. 333-166523) for the plan. Therefore, no further registration fee is required. |
EXPLANATORY NOTE
The Registrant suspended its 2003 Equity Incentive Plan, as amended (the “2003 Plan”) with respect to issuances of new stock option grants thereunder and adopted a new plan, the Teekay Corporation 2013 Equity Incentive Plan (the “2013 Plan”), effective December 2012. The Registrant’s Form S-8 Registration Statement filed with the Securities and Exchange Commission on May 4, 2010 (Registration No. 333-166523) (the “Registration Statement”) is hereby amended to deregister 4,331,897 shares that were available for issuance, but not issued or subject to outstanding awards, under the 2003 Plan, but are no longer issuable under the 2003 Plan, and may now be issued under the 2013 Plan. A registration statement on Form S-8 with respect to the such shares is being filed with the Commission concurrently with this Post-Effective Amendment No. 1.
The Registration Statement shall remain in effect for purposes of outstanding awards granted under the 2003 Plan.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, on March 8, 2013.
| TEEKAY CORPORATION | ||
| By: | /s/ Vincent Lok | |
| Vincent Lok | ||
| Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated below on March 8, 2013.
| Signature |
Title |
|||||
| /s/ Peter Evensen |
President, Chief Executive Officer, Director and Authorized Representative in the United States (Principal Executive Officer) |
|||||
| Peter Evensen | ||||||
| /s/ Vincent Lok |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
|||||
| Vincent Lok | ||||||
| * |
Director and Chairman of the Board |
|||||
| C. Sean Day | ||||||
| * |
Director |
|||||
| Axel Karlshoej | ||||||
| * |
Director |
|||||
| Dr. Ian D. Blackburne | ||||||
| * |
Director |
|||||
| Peter S. Janson | ||||||
|
|
Director |
|||||
| Thomas Kuo-Yuen Hsu | ||||||
| * |
Director |
|||||
| Eileen A. Mercier | ||||||
| * |
Director |
|||||
| Bjorn Moller | ||||||
| * |
Director |
|||||
| Tore I. Sandvold | ||||||
| *By: | /s/ Vincent Lok |
|||||
| Vincent Lok, Attorney-in-Fact | ||||||
| This ‘POS AM’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/8/13 | S-8 | ||
| 5/4/10 | ||||
| List all Filings | ||||