Post-effective Amendment to Registration Statement (pos Am)
11 Outubro 2019 - 8:33AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on October 11, 2019
Registration No. 333-216826
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
Post-Effective Amendment No. 1 to Form
F-3 Registration Statement
UNDER
THE SECURITIES ACT OF 1933
________________________
DRYSHIPS INC.
(Exact name of registrant as specified in
its charter)
________________________
Republic of the Marshall Islands
(State or other jurisdiction of
Incorporation or organization)
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N/A
(I.R.S. Employer
Identification Number)
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DryShips Inc.
c/o DryShips Management Services Inc.
80 Kifisias Avenue
GR 151 25 Marousi
Athens, Greece
+30-210-80-90-570
(Address and telephone number of
Registrant's principal executive offices
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Seward & Kissel LLP
Attention: Gary J. Wolfe, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
(Name, address and telephone number of
agent
for service)
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Copies to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
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(Address and telephone number of registrant's
principal executive offices)
________________________
Approximate date of commencement of proposed sale to the
public: Not Applicable
If only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
¨
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General
Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box ¨
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933.
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Emerging growth company
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If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities
Act. ¨
† The term "new or revised financial accounting
standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to
Form F-3 (the "Post-Effective Amendment") relates to the Registration Statement on Form F-3 (File No. 333-216826) (the
"Registration Statement") filed with the Securities and Exchange Commission on March 20, 2017, by DryShips Inc., a Marshall
Islands corporation (the "Registrant"). The Registration Statement pertains to the registration of an indeterminate number
of securities, which may include shares of common stock, par value $0.01 per share, of the Registrant, including related preferred
share purchase rights, shares of preferred stock, par value $0.01 per share, of the Registrant, debt securities of the Registrant,
warrants to purchase the Registrant's securities, purchase contracts to purchase the Registrant's securities, rights to purchase
the Registrant's securities, and units comprised of any of the foregoing securities in an aggregate amount not to exceed $2,000,000,000.
On October 11, 2019, pursuant to the Agreement
and Plan of Merger, dated as of August 18, 2019 (the "Merger Agreement"), by and among the Registrant, SPII Holdings
Inc., a corporation organized under the laws of the Republic of the Marshall Islands (“Parent”), and Sileo Acquisitions
Inc., a corporation organized under the laws of the Republic of the Marshall Islands and a wholly owned Subsidiary of Parent (“Merger
Sub”), Merger Sub merged with and into the Registrant, with the Registrant surviving the Merger as a wholly-owned subsidiary
of Parent.
As a result of the consummation of the
transactions contemplated by the Merger Agreement, the Registrant has terminated all offerings of its securities pursuant to the
Registration Statement. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration,
by means of a post-effective amendment, any of the securities that had been registered for issuance which remain unsold at the
termination of the offerings, the Registrant hereby amends the Registration Statement to remove and withdraw from registration
any and all securities registered but unsold under the Registration Statement as of the date hereof.
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 F-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Valletta, Malta, on this 11th day of October, 2019.
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DRYSHIPS INC.
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By:
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MARE SERVICES LIMITED,
its director
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By:
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/s/ Dr. Renato Cefai
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Name: Dr. Renato Cefai
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Title: Director of Mare Services Limited
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No other person is required to sign this Post-Effective Amendment
No. 1 on Form F-3 in reliance upon Rule 478 under the Securities Act.
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