Republic
of the Marshall Islands
(State
or other jurisdiction of
incorporation
or organization)
|
N/A
(I.R.S.
Employer
Identification
No.)
|
Diana
Shipping Inc.
Pendelis
16
175
64 Palaio Faliro
Athens,
Greece
(30)
210 947-0100
(Address
and telephone number of Registrant’s principal executive
offices)
|
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)
|
Diana
Shipping Inc.
Pendelis
16
175
64 Palaio Faliro
Athens,
Greece
(30)
210 947-0100
|
Gary
J. Wolfe, Esq.
Seward
& Kissel LLP
One
Battery Park Plaza
New
York, New York 10004
(212)
574-1200
|
|
Title
of Each Class of Securities to be Registered
|
Amount
to be Registered (1)(4)
|
Proposed
Maximum Aggregate Price Per Unit (2)
|
Proposed
Maximum Aggregate Offering Price (1)
|
Amount
of Registration Fee
|
||||||
Primary
Offering
|
||||||||||
Common
Shares, par value $ 0.01 per share (3)
|
||||||||||
Preferred
Shares, par value $ 0.01 per share (3)
|
||||||||||
Debt
Securities (3)(4)
|
||||||||||
Guarantees
(5)
|
||||||||||
Warrants
(6)
|
||||||||||
Purchase
Contracts (7)
|
||||||||||
Units
(8)
|
||||||||||
Primary
Offering Total
|
$ |
500,000,000
|
$ | 15,350 | (9) | |||||
Secondary
Offering
|
||||||||||
Common
Shares, par value $ 0.01 per share to be offered by certain selling
shareholders
|
8,000,000
|
$21.67
(10)
|
$ | 173,360,000 | (10) | $ | 5,322.15 | (10) | ||
Total
|
$ |
6,373,360
|
$ |
20,672.15
|
* |
* | Previously paid. |
(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). 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)
|
This
amount, $20,672.15 has been previously paid in connection with the
Registrant’s Registration Statement No. 333-139306 covering $423,525,000
aggregate initial offering price of securities, which was filed on
December 13, 2006 and is being applied to this registration statement
pursuant to Rule 457(p) of the Securities Act. The Registrant
completed an offering of $167,025,000 (including over-allotment)
of its
common shares on April 2, 2007, that were registered under the
Registration Statement No. 333-139306, which will be withdrawn upon
the
declaration of effectiveness of this Registration
Statement.
|
(10)
|
Pursuant
to Rule 457(c), the offering price and registration fee are computed
on
the average of the high and low prices for the common stock on the
New
York Stock Exchange on June 7,
2007.
|
Exact
Name of Registrant as Specified in its Charter
|
Country
of Incorporation
|
Primary
Standard Industrial Classification Code No.
|
Ailuk
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Bikini
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Buenos
Aires Compania Armadora S.A.
|
Panama
|
4412
|
Cerada
International S.A.
|
Panama
|
4412
|
Changame
Compania Armadora S.A.
|
Panama
|
4412
|
Chorrera
Compania Armadora S.A.
|
Panama
|
4412
|
Cypres
Enterprises Corp.
|
Panama
|
4412
|
Darien
Compania Armadora S.A.
|
Panama
|
4412
|
Diana
Shipping Services S.A.
|
Panama
|
---
|
Eaton
Marine S.A.
|
Panama
|
4412
|
Eniwetok
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Husky
Trading, S.A.
|
Panama
|
4412
|
Jaluit
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Panama
Compania Armadora S.A.
|
Panama
|
4412
|
Skyvan
Shipping Company S.A.
|
Panama
|
4412
|
Texford
Maritime S.A.
|
Panama
|
4412
|
Urbina
Bay Trading, S.A.
|
Panama
|
4412
|
Vesta
Commercial, S.A.
|
Panama
|
4412
|
Kili
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Knox
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Lib
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Majuro
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Taka
Shipping Company Inc.
|
Marshall
Islands
|
4412
|
Bulk
Carriers (USA) LLC
|
United
States (Delaware)
|
----
|
|
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,
|
|
(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
|
(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.
|
DIANA
SHIPPING INC.
|
||
By:
|
/s/
Simeon P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title: | Director, Chief Executive Officer and Chairman of the Board | |
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director,
Chief Executive Officer and Chairman of the Board
(Principal
Executive Officer)
|
/s/
Anastassis Margaronis
Anastassis
Margaronis
|
Director
and President
|
/s/
Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director,
Vice President and Secretary
|
/a/
Andre-Nikolas Michalopoulos Andre-Nikolas
Michalopoulos |
Chief
Financial Officer and Treasurer (Principal Financial
Officer
and Principal Accounting Officer)
|
/s/
Maria
Dede
Maria
Dede
|
Chief
Accounting Officer
|
/s/
Apostolos Kontoyannis
Apostolos
Kontoyannis
|
Director
|
/s/
William
Lawes
William
Lawes
|
Director
|
/s/
Boris
Nachamkin
Boris
Nachamkin
|
Director
|
/s/
Konstantinos Psaltis
Konstantinos
Psaltis |
Director
|
By:
|
/s/
Simeon P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
AILUK
SHIPPING COMPANY INC.
|
||
By:
|
/s/
Simeon P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Andre-Nikolas
Michalopoulos
Andre-Nikolas
Michalopoulos
|
Director
& Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
/s/
Ioannis
Zafirakis
Ioannis
Zafirakis |
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
BIKINI
SHPPING COMPANY INC.
|
By:
|
/s/
Simeon P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Andre-Nikolas
Michalopoulos
Andre-Nikolas
Michalopoulos
|
Director
& Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
/s/
Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
BUENOS
AIRES COMPANIA ARMADORA S.A.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Vice-President & Treasurer (Principal Financial Officer and
Principal Accounting Officer)
|
/s/
Ioannis
Zafirakis
Ioannis
Zafirakis |
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
CERADA
INTERNATIONAL S.A.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Vice-President & Treasurer (Principal Financial Officer and
Principal Accounting Officer)
|
/s/
Semiramis
Paliou
Semiramis
Paliou
|
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
CHANGAME
COMPANIA ARMADORA S.A.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Semiramis
Paliou
Semiramis
Paliou
|
Director
& Vice-President
|
/s/
Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Treasurer (Principal Financial Officer and Principal
Accounting Officer)
|
/s/
Christoforos
Sarantis
Christoforos
Sarantis
|
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
CHORRERA
COMPANIA ARMADORA S.A.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Georgios
Zafirakis
Georgios
Zafirakis
|
Director
& Vice-President & Treasurer (Principal Financial Officer
and Principal Accounting Officer)
|
/s/
Christoforos
Sarantis
Christoforos
Sarantis
|
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
CYPRES
ENTERPRISES CORP.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Vice-President & Treasurer (Principal Financial Officer and
Principal Accounting Officer)
|
/s/
Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
DARIEN
COMPANIA ARMADORA S.A.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
President
& Director (Principal Executive Officer)
|
/s/
Isidoros
Margaronis
Isidoros Margaronis |
Director
& Vice-President & Treasurer (Principal Financial Officer and
Principal Accounting Officer)
|
/s/
Georgios
Zafirakis
Georgios
Zafirakis
|
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
DIANA
SHIPPING SERVICES S.A.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Kalomoira-Chryssi
Giannakari
Kalomoira-Chryssi
Giannakari
|
Director
& Vice-President
|
/s/
Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
/s/
Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
EATON
MARINE S.A.
|
||
By:
|
/s/ Simeon P. Palios | |
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Vice-President
|
/s/
Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Treasurer & Secretary (Principal Financial Officer and Principal
Accounting Officer)
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
ENIWETCK
SHIPPING COMPANY INC.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Andre-Nikolas
Michalopoulos
Andre-Nikolas
Michalopoulos
|
Director
& Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
/s/
Kalomoira-Chryssi
Giannakari
Kalomoira-Chryssi
Giannakari
|
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
HUSKY
TRADING, S.A.
|
||
By:
|
/s/
Simeon P.
Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Christoforos
Sarantis
Christoforos
Sarantis
|
Director
&Vice-President
|
/s/
Semiramis
Paliou
Semiramis
Paliou
|
Director
& Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
/s/
Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
JALUIT
SHIPPING COMPANY INC.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Anastassis Margaronis
Anastassis
Margaronis
|
Director
& Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
/s/
Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
PANAMA
COMPANIA ARMADORA S.A.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Vice-President
|
/s/
Christoforos
Sarantis
Christoforos
Sarantis
|
Director
& Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
/s/
Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
SKYVAN
SHIPPING COMPANY S.A.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
_/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Semiramis
Paliou
Semiramis
Paliou
|
Director
& Vice-President & Treasurer (Principal Financial Officer and
Principal Accounting Officer)
|
/s/ Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
TEXFORD
MARITIME S.A.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Semiramis
Paliou
Semiramis
Paliou
|
Director
& Vice-President
|
/s/ Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Treasurer & Secretary (Principal Financial Officer and Principal
Accounting Officer)
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
URBINA
BAY TRADING, S.A.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Vice-President & Treasurer (Principal Financial Officer and
Principal Accounting Officer)
|
/s/
Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Secretary
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
VESTA
COMMERCIAL, S.A.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/ Semiramis
Paliou
Semiramis
Paliou
|
Director
& Vice-President & Secretary
|
/s/
Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
KILI
SHIPPING COMPANY INC.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Anastassis
Margaronis
Anastassis
Margaronis
|
Director
& Secretary
|
/s/
Semiramis
Paliou
Semiramis
Paliou
|
Director
& Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
KNOX
SHIPPING COMPANY INC.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Semiramis
Paliou
Semiramis
Paliou
|
Director
& Secretary
|
/s/
Kalomira-Chryssi
Giannakari
Kalomira-Chryssi
Giannakari
|
Director
& Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
LIB
SHIPPING COMPANY INC.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Ioannis
Zafirakis
Ioannis
Zafirakis
|
Director
& Secretary
|
/s/
Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
By:
|
_/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
MAJURO
SHIPPING COMPANY INC.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/ Andre-Nikolas
Michalopoulos
Andre-Nikolas
Michalopoulos
|
Director
& Secretary
|
/s/
Kalomira-Chryssi
Giannakari
Kalomira-Chryssi
Giannakari
|
Director
& Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
By:
|
/s/ Simeon P. Palios |
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
TAKA
SHIPPING INC.
|
||
By:
|
/s/
Simeon P. Palios
|
|
Name:
|
Simeon
P. Palios
|
|
Title:
|
Director
& President
|
Signature
|
Title
|
/s/
Simeon P.
Palios
Simeon
P. Palios
|
Director
& President (Principal Executive Officer)
|
/s/
Nicolaos
Mammous
Nicolaos
Mammous
|
Director
& Secretary
|
/s/
Andre-Nikolas
Michalopoulos
Andre-Nikolas
Michalopoulos
|
Director
& Treasurer (Principal Financial Officer and Principal Accounting
Officer)
|
By:
|
/s/
Simeon P.
Palios
|
Name:
|
Simeon
P. Palios
|
Title:
|
Director,
Chief Executive Officer and Chairman of the
Board
|
Exhibits
|
Description
of Exhibits
|
1.1
|
Form
of Underwriting Agreement *
|
3.1
|
Amended
and Restated Articles of Incorporation of Diana Shipping Inc.
**
|
3.2
|
Amended
and Restated By Laws of Diana Shipping Inc. ***
|
4.1
|
Specimen
Common share certificate **
|
4.2
|
Specimen
preferred shares certificate *
|
4.3
|
Form
of warrant agreement *
|
4.4
|
Form
of purchase contract *
|
4.5
|
Form
of Unit agreement *
|
4.6
|
Form
of debt security indenture ****
|
4.7
|
Form
of subordinated debt security indenture ****
|
5.1
|
Opinion
of Seward & Kissel LLP, United States and Marshall Islands counsel to
Diana Shipping Inc. ******
|
11.1
|
Computation
of ratio of earnings to fixed charges (included herein under the
heading
“Ratio of Earnings to Fixed Charges”)
|
21.1
|
Subsidiaries
of the Company*****
|
23.1
|
Consent
of Seward & Kissel (included in Exhibit 5.1) ******
|
23.2
|
Consent
of Independent Registered Public Accounting Firm ******
|
24.1
|
Power
of Attorney (contained on signature page) ******
|
25.1
|
Form
of T-1 Statement of Eligibility (senior indenture)
*
|
*
|
To
be filed as an amendment or as an exhibit to a report filed pursuant
to
the Securities Exchange Act of 1934, as amended and incorporated
by
reference herein.
|
**
|
Filed
as an Exhibit to the Company's Amended Registration Statement (File
No.
333-123052) on March 15, 2005.
|
***
|
Filed
as an Exhibit to the Company's Registration Statement (File No.
333-123052) on March 1, 2005.
|
****
|
Filed
as an Exhibit to the Company's Registration Statement (File No.
333-133410) on April 19, 2006.
|
*****
|
Filed
as an Exhibit to the Company’s Annual Report for the year ending
December 31, 2006.
|
****** | Filed as an Exhibit to the Registration Statement (File No. 333-143635) on June 11, 2007. |