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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/24 Scorpio Tankers Inc. S-8 2/16/24 4:102K Seward & Kissel LLP |
Document/Exhibit Description Pages Size 1: S-8 Registration Statement - Securities for an HTML 74K Employee Benefit Plan 2: EX-5.1 Opinion of Counsel re: Legality HTML 12K 3: EX-23.1 Consent of Expert or Counsel HTML 5K 4: EX-FILING FEES Filing Fees Table HTML 15K
Republic of the Marshall Islands
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N/A
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(State or Other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification No.)
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Emerging growth company ☐
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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 7(a)(2)(B) of the Securities Act ☐
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(a) |
The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2022 filed with the
Commission on March 24, 2023 (the “2022 Annual Report”);
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(b) |
The description of the Common Shares contained in Exhibit 2.5 to the 2022
Annual Report, including any amendment or report filed for the purpose of updating such description;
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(c) |
The Registrant’s Current Reports on Form 6-K filed with the Commission on March
31, 2023, April 5, 2023, April 11,
2023, May 2, 2023, May 11, 2023,
May 18, 2023, June 2, 2023, June 5, 2023, June 22, 2023, June 28, 2023, July 12, 2023, July 18,
2023, August 2, 2023, August 15, 2023, September 22, 2023, September 29, 2023, November 9,
2023, December 13, 2023, January 16,
2024, February 14, 2024 and February
16, 2024; and
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(1) |
all civil liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all
reasonable legal and other costs and expenses properly payable) incurred or suffered by him or her as such director or officer acting in the reasonable belief that he or she has been so appointed or elected notwithstanding any defect in such
appointment or election, provided always that such indemnity shall not extend to any matter which would render it void pursuant to any Marshall Islands statute from time to time in force concerning companies insofar as the same applies to the
Company; and
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(2) |
all liabilities incurred by him or her as such director or officer in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favor, or
in which he or she is acquitted, or in connection with any application under any Marshall Islands statute from time to time in force concerning companies in which relief from liability is granted to him or her by the court.
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(1) |
Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that
he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his or her conduct was unlawful.
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(2) |
Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the
corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him or her or in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in
or not, opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in
the performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
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(3) |
When director or officer successful. To the extent that a director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith.
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(4) |
Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of
the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the corporation as authorized in this section.
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(5) |
Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the
other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
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(6) |
Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section
shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
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(7) |
Insurance. A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or
officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him or her and incurred by him or her in such capacity whether or not the corporation would have
the power to indemnify him against such liability under the provisions of this section.
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Exhibit Number
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Description
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4.1
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4.2
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4.3
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4.4
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4.5
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4.6
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4.7
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5.1*
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23.1*
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23.2*
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Consent of Seward & Kissel LLP (contained in Exhibit 5.1
filed herewith).
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107*
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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SCORPIO TANKERS INC.
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(registrant)
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By:
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Name:
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Title:
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Chairman and Chief Executive Officer
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Signature
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Title
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Chairman and Chief Executive Officer
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(Principal Executive Officer) and Director
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Chief Financial Officer
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(Principal Financial Officer,
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Principal Accounting Officer)
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/s/ Robert Bugbee
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President and Director
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/s/ Cameron Mackey
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Chief Operating Officer and Director
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/s/ Reidar Brekke
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Director
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/s/ Niccolò Camerana
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Director
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/s/ Marianne Økland
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Director
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/s/ Jose Tarruella
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Director
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/s/ Merrick Rayner
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Director
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Director
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STING LLC
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By: /s/ Christopher Avella
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Name: Christopher Avella
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Title: Chief Financial Officer
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This ‘S-8’ Filing | Date | Other Filings | ||
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Filed on / Effective on: | 2/16/24 | 144, 6-K | ||
2/13/24 | ||||
3/24/23 | 20-F | |||
12/31/22 | 20-F | |||
List all Filings |