AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
and Exchange Act of 1934
Report (Date of earliest event reported): January 7,
name of registrant as specified in its charter)
or other jurisdiction of
Employer Identification No.)
HM 12, Bermuda
of Principal Executive Offices)
telephone number, including area code)
Name or Former Address, if Changed Since Last Report)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
1.01. Entry into a Material Definitive
Poll of Assumption
On January 7,
2010, TBS International Limited, or TBS-Bermuda, and TBS International plc, or
TBS-Ireland, entered into a Deed Poll of Assumption, or the Assumption Deed
Poll, relating to the TBS International Amended and Restated 2005 Equity
Incentive Plan, or the 2005 Plan. Pursuant to the Assumption Deed
Poll, TBS-Ireland assumed and adopted the rights and obligations of TBS-Bermuda
under the 2005 Plan.
All awards or
grants under the 2005 Plan continue to be exercisable, issuable held, available
or vest upon the same terms and conditions, except that upon the exercise,
issuance, holding, availability or vesting of such awards or grants, shares of
TBS-Ireland are now issuable in lieu of shares of TBS-Bermuda.
Assumption Deed Poll is effective upon the effective time of the Transaction (as
defined below) and is filed as Exhibit 10.1 hereto and is incorporated by
Poll of Indemnity
16, 2009, TBS-Bermuda entered into a Deed Poll of Indemnity, or the Indemnity
Deed Poll, which provides indemnification to the officers (excluding auditors)
and directors of TBS-Ireland.
Deed Poll is effective from the date of execution and is filed as Exhibit 10.1
hereto and is incorporated by reference herein.
3.03. Material Modification of Rights of Security
information included under Item 8.01 is incorporated by reference
5.01. Change in Control of Registrant.
information included under Item 8.01 is incorporated by reference herein. As a
result of the Transaction, TBS-Bermuda became a direct, wholly-owned subsidiary
5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
completion of the Transaction, the directors and executive officers of
TBS-Bermuda immediately prior to the Transaction became the directors and
executive officers of TBS-Ireland. TBS-Bermuda’s directors carry their terms of
office over to the TBS-Ireland Board of Directors. The TBS-Ireland Board of
Directors is comprised of a single class and serves one year terms.
The information included under Item
1.01 and Item 8.01 is incorporated by reference herein.
7.01. Regulation FR Disclosure.
Upon effectiveness of the transaction,
the CUSIP number for Class A ordinary shares of TBS-Ireland issued in place of
Class A common shares of TBS-Bermuda will be G8657Q 104.
8.01. Other Events.
On January 7, 2010, TBS-Bermuda and
TBS-Ireland completed a transaction effected by way of a scheme of arrangement
under Bermuda law (the “Scheme of Arrangement”) pursuant to the holders of
Class A and Class B common shares of TBS-Bermuda became holders of
Class A and Class B ordinary shares of TBS International, plc,
respectively (the “Transaction”). As a result of the
Transaction, TBS-Bermuda became a direct, wholly-owned subsidiary of
TBS-Ireland. On January 7, 2010, TBS-Bermuda issued a press release
announcing the completion of the Transaction. The press release is attached as
Prior to the
Transaction, the TBS-Bermuda Class A common shares were registered pursuant
to Section 12(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and listed on the Nasdaq Global Select Market under the symbol
“TBSI”. As a result of the Transaction, all of the TBS-Bermuda
Class A and Class B common shares were cancelled and holders thereof
received TBS-Ireland Class A and Class B ordinary shares, as applicable, on
a one-for-one basis. Accordingly, TBS-Bermuda requested that Nasdaq
file with the Securities and Exchange Commission (the “Commission”) a
Form 25 to remove the TBS-Bermuda Class A common shares from listing
on the Nasdaq Global Select Market. TBS-Bermuda expects to file a Form 15
with the Commission to terminate the registration of the TBS-Bermuda Class A
common shares and suspend its reporting obligations under Sections 13 and
15(d) of the Exchange Act.
9.01. Financial Statements and Exhibits.
Poll of Assumption by and between TBS International Limited and TBS
Poll of Indemnity by and between TBS International Limited and TBS
Release, dated January 7, 2010.
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
January 8, 2010
/s/ Ferdinand V.
Vice President and Chief Financial