As filed with the Securities and Exchange Commission on February 1, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ZIM INTEGRATED SHIPPING SERVICES LTD.
(Exact Name of Registrant as specified in its charter)
State of Israel | Not Applicable | |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
9 Andrei Sakharov Street
P.O. Box 15067
Matam, Haifa, Israel 3190500
+972 (4) 865-2000
(Address including zip code, telephone number, including area code, of Principal Executive Offices)
2020 Share Incentive Plan
2018 Share Option Plan
(Full title of the plan)
ZIM American Integrated Shipping Services Company, LLC
5801 Lake Wright Drive
Norfolk, Virginia 23502
757-228-1300
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Michael Kaplan, Esq.
Pedro J. Bermeo, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ | |
Non-accelerated filer x | Smaller reporting company ¨ | |
Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
Amount to be
Registered(1) |
Proposed
Maximum Offering Price Per Share |
Proposed Maximum
Aggregate Offering Price |
Amount
of
Registration Fee |
Ordinary Shares, no par value, reserved for issuance pursuant to the 2020 Share Incentive Plan or upon the exercise of options granted thereunder | 1,000,000 | $13.64(2) | $13,632,756 | $1,487.34 |
Ordinary Shares, no par value, reserved for issuance upon exercise of options granted pursuant to the 2018 Share Option Plan | 4,990,000 | $1.00(3) | $4,990,000 | $544.41 |
TOTAL | 5,990,000 | $18,622,756 | $2,031.74 |
(1) | This Registration Statement on Form S-8 (this “Registration Statement”) covers ordinary shares with no par value (“Ordinary Shares”), of ZIM Integrated Shipping Services Ltd. (the “Registrant”) issuable pursuant to the plans set forth in this table (the “Plans”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares that become issuable under either Plan by reason of any share dividend, share split or other similar transaction. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended (the “Securities Act”), and represents (i) 454,234 ordinary shares with a proposed maximum offering price that is based upon the average of the high and low prices of the Registrant’s ordinary shares as reported on the New York Stock Exchange on January 28, 2021 and (ii) 545,766 ordinary shares with a proposed maximum offering price that is based on a weighted average exercise price of $15.00 per share. |
(3) | Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee of options granted and outstanding under the 2018 Share Option, based on a weighted average exercise price of $1.00 per share. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Registrant’s Registration Statement on Form F-1, Amendment No. 1, filed with the Commission on January 19, 2021 (Registration No. 333- 251822).
(b) The Registrant’s prospectus to be filed with the Commission pursuant to Rule 424(b) under the Securities Act, relating to the Registrant’s Registration Statement on Form F-1, as amended (Registration No. 333-251822)
(c) The description of the Registrant’s share capital which is contained in the Registrant’s Registration Statement Form 8-A (Registration No. 001-654126, dated January 25, 2021, including any amendments or supplements thereto.
In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, including any Reports of Foreign Private Issuers on Form 6-K submitted during such period (or portion thereof) that is identified in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. The Registrant is not incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the offering of the Ordinary Shares registered hereby have been passed on by Gross & Co.
Item 6. Indemnification of Directors and Officers.
The Registrant’s amended and restated articles of association currently in effect allows it to exculpate, indemnify and insure its directors and officers for any liability imposed on them as a consequence of an act (including any omission) which was performed by virtue of being a director or officer to the fullest extent permitted by law. The amended and restated articles of association to be in effect following the completion of this offering will provide the same. The Registrant’s directors and officers are currently covered by a directors and officers’ liability insurance policy.
The Registrant has entered into agreements with each of its directors and officers exculpating them, to the fullest extent permitted by law, from liability to us for damages caused to us as a result of a breach of duty of care, and undertaking to indemnify them to the fullest extent permitted by law. This indemnification is limited to events determined as foreseeable by the Board of Directors based on our activities, and to an amount or according to criteria determined by the Board of Directors as reasonable under the circumstances. The maximum indemnification amount set forth under the current agreements that the Registrant has entered into with each of its directors and officers shall not exceed the higher of: (a) in relation to indemnification granted in connection with an offering to the public of our securities, the aggregate gross amount of proceeds from the sale by us and/or any holder of our shares in connection with such public offering; (b) 25% of our shareholders’ equity pursuant to our latest consolidated financial statements published prior to the time of actual indemnification; and (c) a sum in New Israeli Shekels equal to U.S. $300,000,000 (three hundred million United States dollars). All amounts received by any director or officer arising out of an insurance policy and/or in any other manner with respect to the same event shall be deducted from the actual payment of the indemnification amount. The indemnification payment shall also cover all amounts that are in excess of the liability covered by the directors’ & officers’ liability insurance policy, to the extent it exists, including the deductible amount.
In the opinion of the SEC, indemnification of directors and officers for liabilities arising under the Securities Act, however, is against public policy and therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
(a) 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;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 a 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 Plans not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Haifa, Israel on this 1st day of February, 2021.
ZIM Integrated Shipping Services Ltd. | ||
By: | /s/ Eli Glickman | |
Name: | Eli Glickman | |
Title: | Chief Executive Officer, President | |
By: | /s/ Xavier Destriau | |
Name: | Xavier Destriau | |
Title: | Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eli Glickman, Xavier Destriau or Noam Nativ, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities on February 1, 2021.
Signature | Title | |
/s/ Eli Glickman | Chief Executive Officer, President | |
Eli Glickman | (Principal Executive Officer) | |
/s/ Xavier Destriau | Chief Financial Officer | |
Xavier Destriau | (Principal Financial Officer and Principal Accounting Officer) | |
/s/ Yair Seroussi | Chairman of the Board | |
Yair Seroussi | ||
/s/ Dimitrios Chatzis | Director | |
Dimitrios Chatzis | ||
/s/ Yair Caspi | Director | |
Yair Caspi | ||
/s/ Nir Epstein | Director | |
Nir Epstein | ||
/s/ Flemming Robert Jacobs | Director | |
Flemming Robert Jacobs | ||
/s/ Dr. Karsten Karl-Georg Liebing | Director | |
Dr. Karsten Karl-Georg Liebing | ||
/s/ Briger Johannes Meyer-Gloeckner | Director | |
Briger Johannes Meyer-Gloeckner | ||
/s/ Yoav Moshe Sebba | Director | |
Yoav Moshe Sebba | ||
/s/ Regina Ungar | Director | |
Regina Ungar | ||
/s/ George Goldman | ZIM American Integrated Shipping Services Company, LLC | |
George Goldman | Authorized Representative in the United States |
Exhibit 5.1
Tel Aviv, Februaray 1, 2021
Our ref: 8694/1507 |
ZIM Integrated Shipping Services Ltd.
9 Andrei Sakharov St.
Haifa
Israel
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as the Israeli counsel to ZIM Integrated Shipping Services Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with its filing of a registration statement on Form S-8 on February 1, 2021 (the “Registration Statement”), under the Securities Act of 1933, as amended, relating to the registration of an aggregate of 5,990,000 of the Company’s ordinary shares, no par value (the “Plan Shares”), reserved for future issuance under the Company’s 2018 Share Option Plan (the “2018 Plan”) and 2020 Share Incentive Plan (the “2020 Plan”).
In our capacity as counsel to the Company, we have examined originals or copies, satisfactory to us, of the Company’s (i) articles of association of the Company, as amended, (ii) the 2018 Plan, (iii) the 2020 Plan, and (iv) resolutions of the Company’s board of directors. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to such opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company. We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.
On the basis of the foregoing, we are of the opinion that the 5,990,000 Plan Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the 2018 Plan or the 2020 Plan, as the case may be, pursuant to agreements with respect to the 2018 Plan or the 2020 Plan, as the case may be, and pursuant to the terms of the awards that may be granted under the 2018 Plan or the 2020 Plan, as the case may be, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very Truly Yours, | |
/s/ Gross & Co. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
ZIM Integrated Shipping Services Ltd.:
We consent to the use of our report dated November 18, 2020, with respect to the consolidated statements of financial position of ZIM Integrated Shipping Services Ltd. (“the Company”) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes, incorporated herein by reference.
Our report refers to a change to the method of accounting for lease arrangements.
Our report contains an emphasis of matter paragraph that states that the container shipping industry is characterized by volatility and significant uncertainties which could negatively affect the Company’s business and financial position, as discussed in Note 1(b) to the consolidated financial statements.
/s/ Somekh Chaikin
Somekh Chaikin
Certified Public Accountants (Israel)
Member firm of KPMG International
Haifa, Israel
February 1, 2021
Exhibit 23.2
Consent Of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this registration statement on Form S-8, of our report dated February 14, 2020 with respect to the consolidated statements of financial position of ZIM American Integrated Shipping Services Company, LLC and subsidiaries (“the Company”) as of December 31, 2019 and 2018, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each year of the three-year period ended December 31, 2019, and the related notes, which report appears in the registration statement Form F-1 (No. 333-251822) of ZIM Integrated Shipping Services, Ltd.
/s/ Dixon Hughes Goodman LLP
Norfolk, Virginia
February 1, 2021