FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of February 2005
NORDIC AMERICAN TANKER SHIPPING LIMITED
(Translation of registrant's name into English)
Canon's Court
22 Victoria Street
Hamilton HM 12
Bermuda
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [_]
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [_] No [X]
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto is the Description of Capital Stock of Nordic
American Tanker Shipping Limited (the "Company"). Information furnished on this
Report of Foreign Private Issuer on Form 6-K shall be deemed to be incorporated
by reference in the Company's Registration Statement on Form F-3 (File No.
333-118128) and any related prospectus.
Exhibit 99.1
NORDIC AMERICAN TANKER SHIPPING LIMITED
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock summarizes the material
terms of our Memorandum of Association and our bye-laws.
Under our Memorandum of Association, as amended, our authorized capital
consists of 50,000,000 common shares having a par value of $0.01 per share.
The purposes and powers of the Company are set forth in Items 6 and 7 of
our Memorandum of Association and in paragraphs (b) to (n) and (p) to (u) of the
Second Schedule of the Bermuda Companies Act of 1981 (the "Companies Act") which
is attached as an exhibit to our Memorandum of Association. These purposes
include the entering into of any guarantee, contract, indemnity or suretyship
and to assure, support, secure, with or without the consideration or benefit,
the performance of any obligations of any person or persons; and the borrowing
and raising of money in any currency or currencies to secure or discharge any
debt or obligation in any manner.
Our bye-laws provide that our board of directors shall convene and the
Company shall hold annual general meetings in accordance with the requirements
of the Companies Act at such times and places as the Board shall decide. Our
board of directors may call special meetings at its discretion or as required by
the Companies Act. Under the Companies Act, holders of one-thenth of our issued
common shares may call special meetings of shareholders.
Bermuda law permits the bye-laws of a Bermuda company to contain a
provision eliminating personal liability of a director or officer to the company
for any loss arising or liability attaching to him by virtue of any rule of law
in respect of any negligence default, breach of duty or breach of trust of which
the officer or person may be guilty. Bermuda law also grants companies the power
generally to indemnify directors and officers of the company if any such person
was or is a party or threatened to be made a party to a threatened, pending or
completed action, suit or proceeding by reason of the fact that he or she is or
was a director and officer of the company or was serving in a similar capacity
for another entity at the company's request.
Our bye-laws do not prohibit a director from being a party to, or
otherwise having an interest in, any transaction or arrangement with the Company
or in which the Company is otherwise interested. Our bye-laws provide that a
director who has an interest in any transaction or arrangement with the Company
and who has complied with the provisions of the Companies Act and with our
bye-laws with regard to disclosure of such interest shall be taken into account
in ascertaining whether a quorum is present, and will be entitled to vote in
respect of any transaction or arrangement in which he is so interested. Our
bye-laws provide our board of directors the authority to exercise all of the
powers of the Company to borrow money and to mortgage or charge all or any part
of our property and assets as collateral security for any debt, liability or
obligation. Our directors are not required to retire because of their age, and
our directors are not required to be holders of our common shares. Directors
serve for one year terms, and shall serve until re-elected or until their
successors are appointed at the next annual general meeting.
Our bye-laws provide that each director, alternate director, officer,
person or member of a committee, if any, resident representative, or his heirs,
executors or administrators, which we refer to collectively as an indemnitee,
will be indemnified and held harmless out of our funds to the fullest extent
permitted by Bermuda law against all liabilities, loss, damage or expense
(including 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 as such director, alternate
director, officer, person or committee member or resident representative (or in
his reasonable belief that he is acting as any of the above). In addition, each
indemnitee shall be indemnified against all liabilities incurred in defending
any proceedings, whether civil or criminal, in which judgment is given in such
indemnitee's favor, or in which he is acquitted.
There are no pre-emptive, redemption, conversion or sinking fund rights
attached to our common shares. The holders of common shares are entitled to one
vote per share on all matters submitted to a vote of holders of common shares.
Unless a different majority is required by law or by our bye-laws, resolutions
to be approved by holders of common shares require approval by a simple majority
of votes cast at a meeting at which a quorum is present.
Special rights attaching to any class of our shares may be altered or
abrogated with the consent in writing of not less than 75% of the issued and
outstanding shares of that class or with the sanction of a resolution passed at
a separate general meeting of the holders of such shares voting in person or by
proxy.
Our Memorandum of Association and our bye-laws may be amended upon the
consent of not less than two-thirds of the issued and outstanding common shares.
In the event of our liquidation, dissolution or winding up, the holders of
common shares are entitled to share in our assets, if any, remaining after the
payment of all of our debts and liabilities, subject to any liquidation
preference on any outstanding preference shares.
Our bye-laws provide that our board of directors may, from time to time,
declare and pay dividends out of contributed surplus. Each common share is
entitled to dividends if and when dividends are declared by our board of
directors, subject to any preferred dividend right of the holders of any
preference shares.
There are no limitations on the right of non-Bermudians or non-residents
of Bermuda to hold or vote our common shares.
Our bye-laws permit the Company to refuse to register the transfer of any
common shares if the effect of that transfer would result in 50% or more of our
aggregated issued share capital, or 50% or more of the outstanding voting power
being held by persons who are resident for tax purposes in Norway or the United
Kingdom.
Our bye-laws permit the Company to increase its capital, from time to
time, with the consent of not less than two-thirds of the outstanding voting
power of the Company's issued and outstanding common shares.
Contacts:
Scandic American Shipping Ltd.
Manager for
Nordic American Tanker Shipping Ltd.
P.O Box 56
3201 Sandefjord, Norway
E-mail: info@scandicamerican.com
Web site: www.nat.bm
Rolf Amundsen
Chief Financial Officer
Nordic American Tanker Shipping Ltd.
Tel: +1 800 601 9079 or + 47 908 26 906
Herbjorn Hansson
Chairman & CEO
Nordic American Tanker Shipping Ltd.
Tel: +1 866 805 9504 or + 47 901 46 291
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NORDIC AMERICAN TANKER SHIPPING LIMITED
(registrant)
Dated: February 15, 2005 By:/s/ Herbjorn Hansson
----------------------------
Herbjorn Hansson
President and
Chief Executive Officer
01318.0002 #548179