UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 20-F/A
--------------------
|_| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
for the fiscal year ended December 31, 2005
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number _____________________________-
OR
|_| SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of event requiring this shell company report .................
For the transition period from to
DIANA SHIPPING INC.
(Exact name of Registrant as specified in its charter)
Diana Shipping Inc.
(Translation of Registrant's name into English)
Marshall Islands
(Jurisdiction of incorporation or organization)
16, Pentelis Str., 175 64 P. Faliro, Athens, Greece
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common shares, $0.01 par value New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common shares, $0.01 par value New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
|_| Yes |X| No
If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
|_| Yes |X| No
Note-Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.
Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the
close of the period covered by the annual report:
As of December 31, 2005, there were 45,000,000 shares of the
registrant's Common Shares outstanding.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. |X| Yes |_| No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See
definition of "accelerated filer and large accelerated filer"
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |_| Non-Accelerated filer |X|
Indicate by check mark which financial statement item the registrant has elected
to follow. |_| Item 17 |X| Item 18
If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
|_| Yes |X| No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST
FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
|_| Yes |_| No
EXPLANATORY NOTE
This Amendment No. 1 to the Form 20-F of Diana Shipping Inc. ("Amendment No. 1")
does not relate to the contents of our 2005 Annual Report on Form 20-F (the
"2005 Annual Report") which is not amended hereby. This Amendment No. 1 is being
filed solely for the purpose of filing exhibit 4.7.
Item 19. Exhibits
(a) Exhibits
Exhibit
Number Description
------ -----------
1.1 Amended and Restated Articles of Incorporation of Diana
Shipping Investment Corp. (changing name to Diana Shipping
Inc. and increasing the authorized shares) (1)
1.2 Amended and restated bylaws of the Company (2)
2.1 Form of Share Certificate (1)
4.1 Form of Stockholders Rights Agreement (2)
4.2 Form of Registration Rights Agreement (2)
4.3 Form of 2005 Stock Incentive Plan (2)
4.4 Form of Technical Manager Purchase Option Agreement (2)
4.5 Form of Management Agreement (1)
4.6 Loan Agreement with Royal Bank of Scotland (2)
4.7 Form of First Amendment to Technical Manager Purchase Option
Agreement
8.1 Subsidiaries of the Company (4)
11.1 Code of Ethics (3)
12.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer (4)
12.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
Officer (4)
13.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (4)
13.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (4)
----------
(1) Filed as an Exhibit to the Company's Amended Registration Statement (File
No. 333-123052) on March 15, 2005.
(2) Filed as an Exhibit to the Company's Registration Statement (File No.
333-123052) on March 1, 2005.
(3) Filed as an Exhibit to the Company's 2004 Annual Report on Form 20-F (File
No. 001-32458) on June 29, 2005.
(4) Filed as an Exhibit to the Company's 2005 Annual Report on Form 20-F (File
No. 001-32458) on April 13, 2006.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this amended annual report on its behalf.
DIANA SHIPPING INC.
By: /s/ Simeon Palios
------------------------------------
Simeon Palios
Chief Executive Officer and Chairman
Dated: April 14, 2006
--------------------------------------------------------------------------------
FIRST AMENDMENT
to
OPTION AGREEMENT
made by and between
DIANA SHIPPING INC.
and
LIMON COMPANIA FINANCIERA S.A.,
AZUERO COMPANIA NAVIERA S.A.,
HERRERA COMPANIA NAVIERA S.A.,
EL REAL COMPANIA ARMADORA S.A.,
and
SIMEON PALIOS
in respect of all of the issued and outstanding common shares
of Diana Shipping Services S.A.
Date of Amendment
February 17, 2006
--------------------------------------------------------------------------------
AGREEMENT
This amendment (the "Amendment") is dated February 17, 2006 and amends
that certain option agreement dated February 15, 2005 (the "Option Agreement")
by and among DIANA SHIPPING INC., a Marshall Islands corporation ("DSI"), each
of the stockholders of DIANA SHIPPING SERVICES S.A., a Panamanian corporation
("DSS") listed on Schedule I hereto (collectively the "Sellers"), and SIMEON
PALIOS ("Palios").
W I T N E S S E T H:
WHEREAS, the Sellers collectively own all of the issued and
outstanding capital stock of DSS (the "DSS Shares");
WHEREAS, DSI is engaged, directly and/or indirectly through
wholly-owned subsidiaries, in the ownership and operation of dry bulk carriers
and has entered, directly and/or indirectly through wholly-owned subsidiaries,
into vessel management agreements with DSS (the "Management Agreements")
pursuant to which DSS provides technical and commercial vessel management to DSI
and its wholly-owned subsidiaries;
WHEREAS, pursuant to the Option Agreement DSI has granted the Sellers
an option (the "Option"), jointly and not severally, commencing on the first
business day following closing of DSI's initial public offering on March 23,
2005 and terminating on the first anniversary thereof, subject to the terms and
condition set forth in the Option Agreement, to sell to DSI all, but not less
than all, of the DSS Shares;
WHEREAS, pursuant to the terms of the Option Agreement, the Sellers'
have agreed to provide to DSI certain audited financial information of DSS for
DSS's fiscal years ending December 31, 2004 and December 31, 2005, respectively,
prior to DSI's purchase of the DSS Shares;
WHEREAS, DSI, having determined that it is in the best interests of
DSI and its shareholders, and the Sellers now wish to extend the time by which
the Seller's may exercise the Option and / or extend the amount of time
permitted between receipt of the Put Option Notice and the Put Option Closing
Date (each as defined in the Option Agreement) from 30 days to 60 days; and
WHEREAS, DSI, having determined that it is in the best interests of
DSI and its shareholders, wishes to waive the Sellers' obligation to provide the
certain audited financial information of DSS for DSS's fiscal years ending
December 31, 2004 and December 31, 2005.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged hereby, the parties hereto
hereby agree as follows:
Amendment
---------
1. Section 2.1 of the Option Agreement is hereby amended to read in its
entirety as follows:
Sellers' Put Option. (a) DSI hereby grants to the Sellers, jointly and
not severally, an irrevocable option (the "Put Option") to cause DSI
(or a wholly owned subsidiary of DSI to be designated by DSI) to
purchase from the Sellers all, but not less than all, of the DSS
Shares for the aggregate purchase price of $20 million (the "Purchase
Price"). The Put Option shall commence on the first business day
following the closing of the IPO and shall terminate on April 1, 2006
(the "Put Option Termination Date").
2. Section 2.2 of the Option Agreement is hereby amended to read in its
entirety as follows:
Exercise of Put Option.(b) The Put Option shall be exercised by the
Sellers' delivery to DSI of a written notice no later than three (3)
business days prior to the Put Option Termination Date of the Sellers'
intent to cause DSI (or its designee) to purchase all, but not less
than all, of the DSS Shares (the "Put Option Notice"). Upon the
exercise of the Put Option, DSI (or its designee) shall purchase, and
the Sellers shall sell on a date selected by DSI (the "Put Option
Closing Date"), the DSS Shares, free and clear of any Liens, not more
than 60 days following receipt by DSI of the Put Option Notice, at
which time the Purchase Price shall be transferred to an account or
accounts designated by the Sellers and the certificates for the DSS
Shares shall be delivered to DSI, together with such instruments of
transfer as are necessary to vest title to the DSS Shares in DSI.
3. Section 3.1 of the Option Agreement is hereby amended to read in its
entirety as follows:
DSI's Call Option.(c) (a) The Sellers hereby grant to DSI (or its
designee) an irrevocable option (the "Call Option") to purchase all,
but not less than all, of the DSS Shares for the Purchase Price. The
Call Option shall commence on April 3, 2006 and shall terminate on the
second anniversary of the IPO (the "Call Option Termination Date").
Waiver
------
4. In accordance with Section 6.5 of the Option Agreement, each of the parties
hereto hereby agrees to irrevocably waive the Sellers' obligation to
provide audited balance sheets, related statements of income and retained
earnings and changes in financial positions of DSS for DSS' fiscal years
ending December 31, 2004 and December 31, 2005. Nothing contained in this
Amendment shall be deemed to relieve the Sellers' of their obligations
pursuant to Section 6.2 of the Option Agreement to cooperate with DSI in
causing DSS to prepare certain interim financial data as of the Put Option
Closing Date.
Miscellaneous
-------------
5. Except as expressly amended and modified by this Amendment, all provisions
of the Option Agreement shall remain in full force and effect.
6. Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Option Agreement.
7. This Amendment shall become effective upon the execution of this Amendment
by all of the parties hereto.
8. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original but all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have signed this Amendment as of the date
first set forth above.
DIANA SHIPPING INC. LIMON COMPANIA FINANCIERA S.A.
-------------------------- -----------------------------------
Name: Name:
Title: Title:
AZUERO COMPANIA NAVIERA S.A.
-----------------------------------
Name:
Title:
HERRERA COMPANIA NAVIERA S.A.
-----------------------------------
Name:
Title:
EL REAL COMPANIA ARMADORA S.A.
-----------------------------------
Name:
Title:
------------------------------------
SIMEON PALIOS
SCHEDULE I
----------
Name
----
LIMON COMPANIA FINANCIERA S.A.
AZUERO COMPANIA NAVIERA S.A.
HERRERA COMPANIA NAVIERA S.A.
EL REAL COMPANIA ARMADORA S.A.