Amendment: SEC Form 8-A12B/A filed by Genco Shipping & Trading Limited

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

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FORM 8-A/A (Amendment No. 3)

 

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

 

 

 

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

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☑

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

 

Securities Act registration statement file number to which this form relates: N/A (if applicable)

 

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

 

None

(Title of class)

 

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This Form 8‑A/A (Amendment No. 2) is being filed by Genco Shipping & Trading Limited (the “Company”) to amend the Registration Statement on Form 8‑A filed by the Company with the Securities and Exchange Commission on October 1, 2025 (the “Original Registration Statement”).

 

Item 1. Description of Registrant’s Securities to be Registered

 

On June 2, 2026, Genco Shipping & Trading Limited (the “Company”) entered into the Third Amendment to Shareholders Rights Agreement (the “Third Amendment”) to amend the Shareholder Rights Agreement, dated as of October 1, 2025 between the Company and Computershare Inc., as amended to date (the “Rights Agreement”). The description of the Rights Agreement in the Company’s Current Reports on Form 8-K filed on October 1, 2025 is incorporated herein by reference.  Capitalized terms used but not otherwise defined have the meanings given to them in the Rights Agreement.

The Company’s Board of Directors (the “Board”) determined that, based on shareholder feedback and its ongoing assessment of the facts and circumstances, it would be in the best interests of the Company and its shareholders to eliminate the defined term “Acting in Concert” from the Rights Agreement.  Other provisions regarding concerted activity designed to protect all of the Company’s shareholders, including formation of a group under Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, remain unchanged.

While eliminating the “Acting in Concert” concept, the Rights Agreement remains substantially similar to rights plans adopted by other public companies and continues to be intended to enable all Company shareholders to realize the long-term value of their investment. The Rights Agreement is designed to reduce the likelihood that any entity, person, or group would gain control of or exert significant influence over the Company through open-market accumulation or other tactics potentially disadvantaging the interests of all shareholders, without paying all shareholders an appropriate control premium. The Rights Agreement, as amended, will continue to provide the Board sufficient time to fulfill its fiduciary duties on behalf of all shareholders, and it does not prevent the Board from considering any proposal. The Rights Agreement, as amended, is not intended to deter, and does not preclude the Board from considering, offers that are fair and otherwise in the best interest of the Company’s shareholders.

In all other material respects, the Rights Agreement remains in full force and effect.

Item 2. Exhibits

 

 

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.