As filed with the Securities and Exchange Commission
on June 23, 2025
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL SEAWAYS, INC.
(Exact Name of Registrant as Specified in Its
Charter)
| Marshall Islands |
98-0467117 |
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
600 Third Avenue,
39th Floor
New York, New York 10016
(Address, Including Zip Code, of Principal Executive Offices)
International Seaways, Inc. 2025 Management
Incentive Compensation Plan
(Full Title of the Plan)
James D. Small III, Esq.
Chief Administrative Officer, Senior Vice President, Secretary and General Counsel
International Seaways, Inc.
600 Third Avenue, 39th Floor
New York, New York 10016
(212) 578-1600
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPY TO:
Jeffrey D. Karpf, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x |
Accelerated
filer ¨ |
Non-accelerated
filer ¨ |
Smaller
reporting company ¨ |
| 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. ¨
REGISTRATION OF ADDITIONAL SECURITIES PURSUANT
TO GENERAL INSTRUCTION E OF FORM S-8
EXPLANATORY NOTE
This Registration Statement on Form S-8 is
being filed by International Seaways, Inc. (the “Registrant”) for the purpose of registering 1,300,000 additional shares
of common stock, no par value (“Common Stock”) issuable under the International Seaways, Inc. 2025 Management Incentive
Compensation Plan ‎(f/k/a the International Seaways, Inc. 2020 Management Incentive Plan)‎ (the “Plan”). On May 18,
2020, the Registrant filed with the U.S. Securities and Exchange Commission Form S-8 Registration Statement (File No. 333-238476)
(the “Prior Registration Statement”) relating to shares of Common Stock under the Plan. The Prior Registration Statement is
currently effective. The Registration Statement relates to securities of the same class as those to which the Prior Registration Statement
relates and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant
to General Instruction E of Form S-8, the contents of the Prior Registration Statement relating to the Plan, including periodic reports
that the Registrant filed after the Prior Registration Statement to maintain current information about the Registrant, are incorporated
herein by reference and made part of the Registration Statement, except to the extent supplemented, superseded or modified by the specific
information set forth below and/or the specific exhibits attached hereto.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
EXHIBIT INDEX
Exhibit
Number |
|
Description of Exhibit |
| 4.1 |
|
International Seaways, Inc. 2025 Management Incentive Compensation Plan (f/k/a the International Seaways, Inc. 2020 Management Incentive Plan) (filed as Appendix A to the Registrant’s Annual Proxy Statement filed on April 30, 2025). |
| 5.1 |
|
Opinion of Reeder & Simpson P.C. |
| 23.1 |
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
| 23.2 |
|
Consent of Reeder &
Simpson P.C. |
| 24 |
|
Power of Attorney (filed as part of signature page). |
| 107 |
|
Filing Fee Table |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on this 23rd day of June, 2025.
| INTERNATIONAL SEAWAYS, INC. |
|
| |
|
|
| By: |
/s/James D. Small III |
|
| |
Name: James D. Small III |
|
| |
Title: Chief Administrative Officer, Senior Vice President, Secretary and General Counsel |
|
POWER
OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints each of Lois K. Zabrocky and James D. Small III, and each of them acting
individually, as his or her true and lawful attorney-in-fact, each with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities (unless revoked in writing), to sign any and all amendments (including
post-effective amendments thereto) to this registration statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as full to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agents,
or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Lois K. Zabrocky |
|
Director, President and Chief Executive Officer |
|
June 23, 2025 |
| Lois K. Zabrocky |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Jeffrey Pribor |
|
Chief Financial Officer |
|
June 23, 2025 |
| Jeffrey Pribor |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Ian T. Blackley |
|
Chairman of the Board |
|
June 23, 2025 |
| Ian T. Blackley |
|
|
|
|
| |
|
|
|
|
| /s/ Darron M. Anderson |
|
Director |
|
June 23, 2025 |
| Darron M. Anderson |
|
|
|
|
| |
|
|
|
|
| /s/ Timothy Bernlohr |
|
Director |
|
June 23, 2025 |
| Timothy Bernlohr |
|
|
|
|
| |
|
|
|
|
| /s/ A. Kate Blankenship |
|
Director |
|
June 23, 2025 |
| A. Kate Blankenship |
|
|
|
|
| |
|
|
|
|
| /s/ Randee Day |
|
Director |
|
June 23, 2025 |
| Randee Day |
|
|
|
|
| |
|
|
|
|
| /s/ David I. Greenberg |
|
Director |
|
June 23, 2025 |
| David I. Greenberg |
|
|
|
|
| |
|
|
|
|
| /s/ Kristian K. Johansen |
|
Director |
|
June 23, 2025 |
| Kristian K. Johansen |
|
|
|
|
| |
|
|
|
|
| /s/ Craig H. Stevenson, Jr. |
|
Director |
|
June 23, 2025 |
| Craig H. Stevenson, Jr. |
|
|
|
|
