DEFA14A 1 tm2215137d1_8k.htm DEFA14A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): May 11, 2022 

 

 

 

INTERNATIONAL SEAWAYS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

Marshall Islands 1-37836-1 98-0467117

(State or Other Jurisdiction

of Incorporation )

(Commission

File Number)

(IRS Employer

Identification No.)

 

600 Third Avenue, 39th Floor

New York, New York 10016 

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's Telephone Number, Including Area Code: (212) 578-1600

  

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

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 13(a) of the Exchange Act. ¨

 

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

 

Title of each class Symbol Name of each exchange on which registered
Common Stock (no par value) INSW New York Stock Exchange
8.5% Senior Notes due 2023 INSW - PA New York Stock Exchange
Rights to Purchase Common Stock N/A true New York Stock Exchange

 

 

 

 

 

 

 

Item 8.01. Other Events.

 

On May 11, 2022, the Company issued a press release following the open letter published on May 10, 2022 by Famatown Finance Limited, a company indirectly controlled by trusts settled by Mr. John Fredriksen and a member of the Seatankers Group. This press release is attached as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

  99.1: Press Release, dated as of May 11, 2022.
  104: Cover Page Interactive Data File (embedded within the Inline XBRL Document).

 

 

 

 

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 hereunto duly authorized.

 

 

  INTERNATIONAL SEAWAYS, INC.
   
   
Date: May 11, 2022 By: /s/ James D. Small III                 
  Name: James D. Small III
  Title: Chief Administrative Officer, Senior Vice President, Secretary and General Counsel

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release, dated as of May 11, 2022.