As filed with the Securities Exchange Commission on April 26, 2006
Registration Statement No. 333 -133410
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM F-3/A
Amendment No. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
DIANA SHIPPING INC.
(Exact name of registrant as specified in its charter)
Republic of the Marshall N/A
Islands (I.R.S. Employer
(State or other Identification No.)
jurisdiction of
incorporation or
organization)
Diana Shipping Inc. Seward & Kissel LLP
Pendelis 16 Attention: Gary J.
175 64 Palaio Faliro Wolfe, Esq.
Athens, Greece One Battery Park Plaza
(30) 210 947-0100 New York, New York 10004
(Address and telephone number of (212) 574-1200
Registrant's principal executive offices) Name, address and telephone
number of agent for service)
---------------------------
Copies to:
Diana Shipping Inc. Gary J. Wolfe, Esq.
Pendelis 16 Seward & Kissel LLP
175 64 Palaio Faliro One Battery Park Plaza
Athens, Greece New York, New York 10004
(30) 210 947-0100 (212) 574-1200
--------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective as determined by
market conditions and other factors.
If only securities being registered on the 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. |X|
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
effective 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Maximum Maximum
Class of Amount to be Aggregate Aggregate
Securities to Registered Price Per Unit Offering Price Amount of
be Registered (1)(4) (2) (1) Registration Fee
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Common Shares,
par value $0.01
per share (3)
(9)
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Preferred
Shares, par
value $0.01 per
share
(3)
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Debt Securities
(3)(4)
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Guarantees
(5)
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Warrants
(6)
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Purchase
Contracts
(7)
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Units
(8)
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Total $500,000,000 100% $500,000,000 $53,500(10)
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(1) Such amount in U.S. dollars or the equivalent thereof in foreign currencies
as shall result in an aggregate initial public offering price for all
securities of $500,000,000.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933. Pursuant to
General Instruction II(C) of Form F-3, the table does not specify by each
class information as to the proposed maximum aggregate offering price. Any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder. In no event will the aggregate
offering price of all securities sold by Diana Shipping Inc. pursuant to
this registration statement exceed $500,000,000.
(3) Also includes such indeterminate amount of debt securities and number of
preferred shares and common shares as may be issued upon conversion of or
in exchange for any other debt securities or preferred shares that provide
for conversion or exchange into other securities.
(4) If any debt securities are issued at an original issue discount, then the
offering may be in such greater principal amount as shall result in a
maximum aggregate offering price not to exceed $500,000,000.
(5) The debt securities may be guaranteed pursuant to guarantees by the
subsidiaries of Diana Shipping Inc. No separate compensation will be
received for the guarantees. Pursuant to Rule 457(n), no separate fees for
the guarantees are payable.
(6) There is being registered hereunder an indeterminate number of warrants as
may from time to time be sold at indeterminate prices.
(7) There is being registered hereunder an indeterminate number of purchase
contracts as may from time to time be sold at indeterminate prices.
(8) There is being registered hereunder an indeterminate number of units as may
from time to time be sold at indeterminate prices. Units may consist of any
combination of the securities registered hereunder.
(9) Each share of our common stock includes one right that, under certain
circumstances, entitles the holder to purchase from us a unit consisting of
one-thousandth of a share of our preferred stock at a purchase price of
$25.00 per unit, subject to specified adjustments.
(10) Previously Paid.
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The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Country of IRS Employer Primary Standard
Specified in its Charter Incorporation Identification Industrial
No. Classification
Code No.
Buenos Aires Compania Armadora S.A. Panama N/A 4412
Cerada International S.A. Panama N/A 4412
Changame Compania Armadora S.A. Panama N/A 4412
Chorrera Compania Armadora S.A. Panama N/A 4412
Darien Compania Armadora S.A. Panama N/A 4412
Cypres Enterprises Corp. Panama N/A 4412
Eaton Marine S.A. Panama N/A 4412
Husky Trading S.A. Panama N/A 4412
Panama Compania Armadora S.A. Panama N/A 4412
Skyvan Shipping Company S.A. Panama N/A 4412
Texford Maritime S.A. Panama N/A 4412
Urbina Bay Trading S.A. Panama N/A 4412
Vesta Commercial S.A. Panama N/A 4412
Diana Shipping Services S.A. Panama N/A 4412
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form F-3 of Diana Shipping
Inc. ("Amendment No. 1") does not relate to the contents of the preliminary
prospectus contained in our Registration Statement on Form F-3 which is not
amended hereby. This Amendment No. 1 is being filed solely for the purpose of
filing final opinions as exhibits 5.1 and 8.1.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
---------------------------
Item 8. Indemnification of Directors and Officers.
Section 7.01 of the By-Laws of the Company provides that:
The corporation shall indemnify any director or officer of the corporation
who was or is an "authorized representative" of the corporation (which
shall mean for the purposes of this Article a director or officer of the
corporation, or a person serving at the request of the corporation as a
director, officer, partner or trustee of another corporation, partnership,
joint venture, trust or other enterprise) and who was or is a "party"
(which shall include for purposes of this Article the giving of testimony
or similar involvement) or is threatened to be made a party to any "third
party proceeding" (which shall mean for purposes of this Article any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than an action by or in
the right of the corporation) by reason of the fact that such person was or
is an authorized representative of the corporation, against expenses which
shall include for purposes of this Article attorneys' fees), judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such third party proceeding if
such person acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal third party proceeding (which shall
include for purposes of this Article any investigation which could or does
lead to a criminal third party proceeding) had not reasonable cause to
believe such conduct was unlawful. The termination of any third party
proceeding by judgment, order, settlement, indictment, conviction or upon a
plea of no contest or its equivalent, shall not, of itself, create a
presumption that the authorized representative did not act in good faith
and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal third party proceeding, had reasonable cause to believe that such
conduct was unlawful.
Section 7.02 of the By-laws of the Company provides that:
The corporation shall indemnify any director or officer of the corporation
who was or is an authorized representative of the corporation and who was
or is a party or is threatened to be made a party to any "corporate
proceeding" (which shall mean for purposes of the Article any threatened,
pending or completed action or suit by or in the right of the corporation
to procure a judgment in its favor or any investigative proceeding by or on
behalf of the corporation) by reason of the fact that such person was or is
an authorized representative of the corporation, against expensed
(including attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such corporate proceeding
if such person acted in good faith and in a manner such person reasonably
believed to in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of such person's duty to the
corporation unless and only to the extent that the court in which such
corporate proceeding was pending shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances
of the case, such authorized representative is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 7.03 of the By-laws of the Company provides that:
To the extent that an authorized representative of the corporation who
neither was nor is a director or officer of the corporation has been
successful on the merits or otherwise in defense of any third party or
corporate proceeding or in defense of any claim, issue or matter therein,
such person shall be indemnified against actually and reasonably incurred
by such person in connection therewith. Such an authorized representative
may, at the discretion of the corporation, be indemnified by the
corporation in any other circumstances to any extent if the corporation
would be required by Section 7.01 or 7.02 of this Article to indemnify such
person in such circumstances to such extent if such person were or had been
a director or officer of the corporation.
Section 60 of the Associations Law of the Republic of the Marshall Islands
provides as follows:
Indemnification of directors and officers.
(1) Actions not by or in right of the corporation. A corporation shall
have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of no contest, or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonable believed to be in or not opposed to the bests
interests of the corporation, and, with respect to any criminal action
or proceedings, had reasonable cause to believe that his conduct was
unlawful.
(2) Actions by or in right of the corporation. A corporation shall have
the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director or officer of the corporation, or is or was serving at the
request of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him or
in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in
or not, opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claims, issue
or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to
the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
(3) When director or officer successful. To the extent that a director or
officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (1) or (2) of this section, or in the defense of a claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(4) Payment of expenses in advance. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid in advance of the
final disposition of such action, suit or proceeding as authorized by
the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to
be indemnified by the corporation as authorized in this section.
(5) Indemnification pursuant to other rights. The indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement or
expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office.
(6) Continuation of indemnification. The indemnification and advancement
of expenses provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(7) Insurance. A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director or officer
of the corporation or is or was serving at the request of the
corporation as a director or officer against any liability asserted
against him and incurred by him in such capacity whether or not the
corporation would have the power to indemnify him against such
liability under the provisions of this section.
Item 9. Exhibits
Exhibit
Number Description
------ -----------
1.1 Form of Underwriting Agreement (for equity securities)*
1.2 Form of Underwriting Agreement (for debt securities)*
4.1 Specimen Common Share Certificate (Incorporated by reference to
Exhibit 4 to the Company's Amended Registration Statement on Form
F-1, filed with the Commission on March 15, 2005 (File No.
333-123052))**
4.2 Form of Preferred Share Certificate*
4.3 Form of Debt Securities Indenture**
5.1 Opinion of Seward & Kissel LLP, United States and Marshall
Islands counsel to Diana Shipping Inc.
8.1 Opinion of Seward & Kissel LLP, United States Counsel to Diana
Shipping Inc., with respect to certain tax matters
23.1 Consent of Seward & Kissel LLP (included in Exhibit 5.1)
23.2 Consent of Independent Registered Public Accounting Firm**
24 Power of Attorney (contained in signature page)**
25.1 T-1 Statement of Eligibility (senior indenture)*
25.2 T-1 Statement of Eligibility (subordinated indenture)*
* To be filed either as an amendment or as an exhibit to a report filed
pursuant to the Securities Exchange Act of 1934 of the Registrant and
incorporated by reference into this Registration Statement.
** Filed as an exhibit to the Company's Registration Statement (File No.
333-133410) on April 19, 2006.
Item 10. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement,
unless the information required to be included is to contained in
reports filed with or furnished to the Commission that are
incorporated by reference in this Registration Statement or is
contained in a form of prospectus filed pursuant to Rule 424(b)
under the Securities Act that is part of this Registration
Statement,
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement
to include any financial statements required by Item 8.A. of Form
20-F at the start of any delayed offering or throughout a
continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information
required by Section 10(a)(3) of the Securities Act of 1933 or
Rule 3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Form F-3.
(5) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of this Registration
Statement as of the date the filed prospectus was deemed part of
and included in this Registration Statement.
(6) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of this Registration Statement for the
purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and
included in this Registration Statement as of the earlier of the
date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the
securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date.
(7) The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this
Registration Statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed
pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or
used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating
to the offering containing material information about the
undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(8) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(9) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(10) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules an regulations
prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
DIANA SHIPPING INC.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: Director, Chief Executive
Officer and Chairman of
the Board
Pursuant to the requirements of the Securities Act of 1933, this
amended Registration Statement has been signed by the following persons on April
26, 2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios Director, Chief Executive Officer and
--------------------
Simeon P. Palios Chairman of the Board
/s/ Anastassis Margaronis Director and President
-------------------------
Anastassis Margaronis
/s/ Ioannis Zafirakis Director, Vice President and Secretary
---------------------
Ioannis Zafirakis
/s/ Andreas Michalopoulos Chief Financial Officer and Treasurer
-------------------------
Andreas Michalopoulos
/s/ Maria Dede Chief Accounting Officer
--------------
Maria Dede
/s/ Apostolos Kontoyannis Director
-------------------------
Apostolos Kontoyannis
/s/ William Lawes Director
-----------------
William Lawes
/s/ Boris Nachamkin Director
-------------------
Boris Nachamkin
/s/ Konstantinos Psaltis Director
------------------------
Konstantinos Psaltis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Diana Shipping Inc.,
has signed this amended Registration Statement in the city of Newark, state of
Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
SKYVAN SHIPPING COMPANY S.A.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons on April 26,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Semiramis Paliou Director and Treasurer
--------------------
Semiramis Paliou
/s/ Ioannis Zafirakis Director
---------------------
Ioannis Zafirakis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Skyvan
Shipping Company S.A., has signed this amended Registration Statement in the
city of Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
BUENOS AIRES COMPANIA ARMADORA S.A.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons on April 26,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Nicolaos Mammous Director and Treasurer
--------------------
Nicolaos Mammous
/s/ Ioannis Zafirakis Director
---------------------
Ioannis Zafirakis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Buenos
Aires Compania Armadora S.A., has signed this amended Registration Statement in
the city of Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
HUSKY TRADING, S.A.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons on April 26,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Christoforos Sarantis Director
-------------------------
Christoforos Sarantis
/s/ Semiramis Palious Director & Treasurer
---------------------
Semiramis Palious
/s/ Nicolaos Mammous Director
--------------------
Nicolaos Mammous
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Husky
Trading, S.A., has signed this amended Registration Statement in the city of
Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
PANAMA COMPANIA ARMADORA S.A.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons on April 26,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Nicolaos Mammous Director
--------------------
Nicolaos Mammous
/s/ Christoforos Sarantis Director & Treasurer
-------------------------
Christoforos Sarantis
/s/ Ioannis Zafirakis Director
---------------------
Ioannis Zafirakis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Panama
Compania Armadora S.A., has signed this amended Registration Statement in the
city of Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
CHANGAME COMPANIA ARMADORA S.A.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons on April 26,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Semiramis Paliou Director
--------------------
Semiramis Paliou
/s/ Ioannis Zafirakis Director & Treasurer
---------------------
Ioannis Zafirakis
/s/ Christoforos Sarantis Director
-------------------------
Christoforos Sarantis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of
Changame Compania Armadora S.A., has signed this amended Registration Statement
in the city of Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
CHORRERA COMPANIA ARMADORA S.A.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons on April 26,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Georgios Zafirakis Director & Treasurer
----------------------
Georgios Zafirakis
/s/ Christoforos Sarantis Director
-------------------------
Christoforos Sarantis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of
Chorrera Compania Armadora S.A., has signed this amended registration statement
in the city of Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
EATON MARINE S.A.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons on April 26,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Anastassios Margaronis Director
--------------------------
Anastassios Margaronis
/s/ Nicolaos Mammous Director & Treasurer
--------------------
Nicolaos Mammous
/s/ Christoforos Sarantis Director
-------------------------
Christoforos Sarantis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Eaton
Marine S.A., has signed this amended Registration Statement in the city of
Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
CYPRES ENTERPRISES CORP.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this
amended Registration Statement has been signed by the following persons on April
26, 2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Ioannis Zafirakis Director
---------------------
Ioannis Zafirakis
/s/ Anastassios Margaronis Director & Treasurer
--------------------------
Anastassios Margaronis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Cypres
Enterprises Corp., has signed this amended Registration Statement in the city of
Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
URBINA BAY TRADING, S.A.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons on April 26,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Anastassios Margaronis Director & Treasurer
--------------------------
Anastassios Margaronis
/s/ Nicolaos Mammous Director
--------------------
Nicolaos Mammous
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Urbina
Bay Trading, S.A., has signed this amended Registration Statement in the city of
Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
DARIEN COMPANIA ARMADORA S.A.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons on April 26,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Isidoros Margaronis Director & Treasurer
-----------------------
Isidoros Margaronis
/s/ Georgios Zafirakis Director
----------------------
Georgios Zafirakis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Darien
Compania Armadora S.A., has signed this amended Registration Statement in the
city of Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
TEXFORD MARITIME S.A.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons on April 26,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Semiramis Paliou Director
--------------------
Semiramis Paliou
/s/ Anastassios Margaronis Director & Treasurer
--------------------------
Anastassios Margaronis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Texford
Maritime S.A., has signed this amended Registration Statement in the city of
Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
CERADA INTERNATIONAL S.A.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons on April 26,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Ioannis Zafirakis Director & Treasurer
---------------------
Ioannis Zafirakis
/s/ Semiramis Paliou Director
--------------------
Semiramis Paliou
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Cerada
International S.A., has signed this amended Registration Statement in the city
of Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
VESTA COMMERCIAL, S.A.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this
amended Registration Statement has been signed by the following persons on April
26, 2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Semiramis Paliou Director
--------------------
Semiramis Paliou
/s/ Ioannis Zafirakis Director & Treasurer
---------------------
Ioannis Zafirakis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Vesta
Commercial, S.A., has signed this amended Registration Statement in the city of
Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
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 amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Athens, country of Greece on April 26, 2006.
DIANA SHIPPING SERVICES S.A.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: President & Director
Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons on April 26,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------
Simeon P. Palios
/s/ Kalomira-Chryssi Giannakari Director
------------------------------
Kalomira-Chryssi Giannakari
/s/ Ioannis Zafirakis Director & Treasurer
---------------------
Ioannis Zafirakis
/s/ Anastassios Margaronis Director
--------------------------
Anastassios Margaronis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the
undersigned, the duly undersigned representative in the United States of Diana
Shipping Services S.A., has signed this amended Registration Statement in the
city of Newark, state of Delaware, on April 26, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Exhibits
Filed DESCRIPTION
Herewith -----------
--------
Description of Exhibits
-----------------------
5.1 Opinion of Seward & Kissel LLP, United States and Marshall
Islands counsel to Diana Shipping Inc.
8.1 Opinion of Seward & Kissel LLP, United States Counsel to Diana
Shipping Inc., with respect to certain tax matters
23.1 Consent of Seward & Kissel LLP (included in Exhibit 5.1)
SK 23159 0002 664194