FORM 8-A/A No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FRONTLINE LTD.
Bermuda N/A ---------------------------------------------------------------- (State of incorporation (IRS Employer or organization) Identification No.) Mercury House 101 Front Street Hamilton, HM 12, Bermuda ----------------------------------------------------------------- (Address of principal (Zip Code) executive offices) |
If this form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box.
If this form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on to be so registered which each class is to be registered ------------------- ------------------------------------ Ordinary Shares ($2.50 New York Stock Exchange par value) Ordinary Share New York Stock Exchange Purchase Rights |
Securities to be registered pursuant to Section 12(g) of the Act:
The following sections of the Company's Registration Statement on Form F-1 (Registration No. 33-70158), including amendments thereto, filed with the Securities and Exchange Commission on October 13, 1993, are hereby incorporated by reference:
1. Prospectus Summary (p. 3);
2. Description of Share Capital (p. 48);
3. Foreign Issuer Considerations (p. 66);
The following section of the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 9, 1996, is hereby incorporated by reference:
4. Item 1. Description of Registrant's Securities to be Registered;
The following section of the Company's Registration Statement on Form F-4 (Registration No. 333-08608), including amendments thereto, filed with the Securities and Exchange Commission on April 7, 1998, are hereby incorporated by reference:
5. Rights Plan (p. 71) and Exhibit 4.2;
The following section of the Company's Annual Report on Form 20-F, including amendments thereto, filed with the Securities and Exchange Commission on June 13, 2001, is hereby incorporated by reference:
6. Taxation (p. 46).
Item 2. Exhibits Description
-------- -----------
1 Memorandum of Association of the
Company which is hereby incorporated
by reference to Exhibit 3.1 of the
Company's Registration Statement on
Form F-1 (Registration No. 33-
70158), including exhibits thereto,
filed with the Securities and
Exchange Commission on October 12,
1993.
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2 Amended and Restated Bye-Laws of the
Company which is hereby incorporated
by reference to Exhibit 3.2 in the
Registration Statement on Form F-4
(Registration No. 333-08608),
including exhibits thereto, filed
with the Securities and Exchange
Commission on April 7, 1998.
3 Rights Agreement between the Company
and the Bank of New York which is
hereby incorporated by reference to
Exhibit 4.2 in the Registration
Statement on Form F-4 (Registration
No. 333-08608), including exhibits
thereto, filed with the Securities
and Exchange Commission on April 7,
1998.
4 Ordinary Share Certificate
(specimen) of the Company.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: July 30, 2001 FRONTLINE LTD.
By: /s/ Kate Blankenship
_____________________
Kate Blankenship
Secretary
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02089009.AF8
EXHIBIT 4
ORDINARY SHARES This certificate is
transferable in
Ridgefield Park, NJ
or New York, NY
INCORPORATED UNDER THE LAWS CUSIP G3682E 12 7
OF THE ISLANDS OF BERMUDA SEE REVERSE FOR
CERTAIN RESTRICTIONS
AND DEFINITIONS
FRONTLINE LTD.
This is to Certify that
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is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE TWO DOLLARS AND FIFTY CENTS ($2.50 EACH) OF THE ORDINARY SHARES OF
Frontline Ltd. (the "Company") transferable on the books of the Company by the holder hereof in person or by attorney duly authorized in writing upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Memorandum of Association and Bye-laws of the Company, copies of which are on file with the Transfer Agent, to all the provisions of which the holder hereof by acceptance of this certificate asserts.
This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal and the facsimile signature of the Company's duly authorized officers.
Dated: /s/ John Fredriksen
-------------------------
John Fredriksen
Countersigned and Registered:
Mellon Investor Services LLC /s/ Kate Blankenship
Transfer Agent and Registrar -------------------------
Kate Blankenship
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[Reverse]
FRONTLINE LTD.
This certificate also evidences certain Rights as set forth in a Rights Agreement between Frontline Ltd. (formerly London & Overseas Freighters Limited) and The Bank of New York dated as of December 6, 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is available for inspection by members at the registered office of the Company. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. As set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may be null and void. Rights shall not exercisable to securities in any jurisdiction if (i) the requisite qualification in such jurisdiction shall not have been obtained, (ii) such exercise shall not be permitted under applicable law or (iii) if applicable, a registration statement in respect of such securities shall not have been declared effective.
The following abbreviations, when used to the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in UNIF GIFT MIN ACT- ___ Custodian
common (Cust) (Minor)
TEN ENT - as tenants by under Uniform Gifts to Minors
the entireties Act _______
JP TEN - as joint tenants (State)
with right of
surviorship and
not as tenants
in common
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Additional abbreviations may also be used though not in the above list.
For Value Received, ________ hereby sell, assign and transfer unto
Please insert social security
or other identifying number
of assignee
-----------------------------------------------------------Shares of the capital stock reported by the within Certificate, and do hereby irrevocably constitute and appoint
---------------------------------------------------------Attorney to transfer the said stock on the books of the within-named Company with full power of substitution in the premises.
Dated______________
SIGNATURE(S) GUARANTEED:________________________________________
The signature(s) should be guaranteed
by an eligible guarantor institution
(banks, stockbrokers, savings and loan
associations and credit unions with
membership in an approved signature
guarantee medallion program), pursuant
to S.E.C. Rule 17Ad-15.
02089009.AF4