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Ship Finance International Ltd – ‘8-A12B’ on 5/26/04

On:  Wednesday, 5/26/04, at 10:43am ET   ·   Accession #:  1047469-4-18552   ·   File #:  1-32199

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/26/04  Ship Finance International Ltd    8-A12B                 1:14K                                    Merrill Corp/New/FA

Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities               HTML     18K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 1. Description of Registrants Securities to be Registered
"Item 2
"Signature
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

SHIP FINANCE INTERNATIONAL LIMITED
(Exact name of Issuer as specified in its chapter)
Bermuda   n/a
(State of incorporation
or organization)
  (IRS Employer
Identification No.)
     
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton, HM 08, Bermuda
   
(Address of principal
executive offices)
  (Zip Code)

        If this form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box.    o

        If this form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box.    o

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be registered

  Name of each exchange on
which each class is registered

Common Shares, par value $1.00   New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

None
(Title of Class)




Item 1.    Description of Registrants Securities to be Registered

        The following description of the Company's common shares, and various provisions of our Memorandum of Association and Amended and Restated Bye-Laws, are summaries. Statements contained in this registration statement relating to such provisions are not necessarily complete, and reference is made to the Company's Memorandum of Association and Amended and Restated Bye-Laws, copies of which have been filed with the Securities and Exchange Commission as exhibits to the Registration Statement on Form F-4 (Registration No. 333-115705) related to the Company's 81/2% Senior Notes due 2013, and provisions of applicable law.

        As of May 25, 2004, we have authorized 125,000,000 shares of common shares with a par value of $1.00.

        Each outstanding common share is entitled to one vote on all matters submitted to a vote of shareholders. Our common shares do not have cumulative voting rights, and the Holders of a majority of our outstanding common shares, voting for the election of directors, can elect all of the directors to be elected.

        The Holders of our common shares generally do not have conversion, subscription or preemptive rights to subscribe to any of the Company's other securities. The common shares do not have redemption or sinking fund provisions. In the event of a liquidation of the Company the Common shares are entitled to share ratably in all of the Company's assets available for distribution to holders of common shares.

        Holders of the Company's common shares are entitled to receive dividends when and if they are declared by our Board of Directors, if any, on a pro-rata basis. The declaration of any future dividend will be at the sole discretion of our Board of Directors and will depend upon our earnings, our capital requirements and financial position, general economic conditions, and other pertinent conditions.

        All of our common shares now outstanding, or that will be outstanding following the completion of our partial spin-off from Frontline Ltd., are fully paid for and non-assessable.

        Our common shares have been accepted for listing on the New York Stock Exchange.


Item 2.

Exhibits

  Description

1.   Memorandum of Association of the Company, which is hereby incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form F-4 (Registration No. 333-115705), including exhibits thereto, filed with the Securities and Exchange Commission on May 21, 2004.

2.

 

Amended and Restated Bye-Laws of the Company, which are hereby incorporated by reference to Exhibit 3.2 in the Registration Statement on Form F-4 (Registration No. 333-115705), including exhibits thereto, filed with the Securities and Exchange Commission on May 21, 2004.

3.

 

Ordinary Share Certificate (specimen) of the Company, which is hereby incorporated by reference to Exhibit 3.2 in the Registration Statement on Form F-4 (Registration No. 333-115705), including exhibits thereto, filed with the Securities and Exchange Commission on May 21, 2004.

2



SIGNATURE

        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: May 26, 2004   SHIP FINANCE INTERNATIONAL LIMITED
         
    By:   /s/ Tor Olav Trøim
Name: Tor Olav Trøim
Title: Chief Executive Officer

3




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SIGNATURE

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-A12B’ Filing    Date    Other Filings
Filed on:5/26/04
5/25/04F-4/A
5/21/04F-4
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/28/23  SFL Corp. Ltd.                    424B5                  2:803K                                   Donnelley … Solutions/FA
 4/28/23  SFL Corp. Ltd.                    F-3ASR      4/28/23    8:1.2M                                   Donnelley … Solutions/FA
 4/15/22  SFL Corp. Ltd.                    424B5                  2:693K                                   Donnelley … Solutions/FA
 4/15/22  SFL Corp. Ltd.                    F-3ASR      4/15/22    5:426K                                   Donnelley … Solutions/FA
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Filing Submission 0001047469-04-018552   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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