form-s8.htm
As filed with the Securities and Exchange Commission on June 18, 2010
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
 
 
DHT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands
 (State or other jurisdiction
of incorporation or organization)
N/A
(I.R.S. Employer Identification No.)
   
26 New Street
St. Helier, Jersey JE2 3RA
Channel Islands
(Address of Principal Executive Offices)
 
2005 Incentive Compensation Plan
 (Full Title of the plan)
 
C T Corporation
111 Eighth Avenue
New York, New York 10011
(212) 550-9100
(Name, address and telephone number, including area code, of agent for service)
 
Copies to:
Erik R. Tavzel, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
 825 Eighth Avenue
New York, NY 10019
(212) 474-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
Accelerated filer þ
Smaller reporting company o

CALCULATION OF REGISTRATION FEE
Title of
securities
to be registered
  
Amount
to be
registered(1)
    
Proposed maximum
offering price per
share(2)
    
Proposed maximum
aggregate offering
price(2)
    
Amount of
registration fee(3)
  
Common Stock, par value $.01 per share
    300,000     $4.19     $1,257,000     $89.62  
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall include any additional shares of common stock that become issuable as a result of any stock split, stock dividend, recapitalization or other similar transaction that results in an increase in the number of the outstanding shares of the common stock of DHT Holdings, Inc. (the “Company”).
(2) Pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is estimated to be $4.19, based on the average of the high and low sales prices per share of the Company’s common stock as reported on The New York Stock Exchange composite transaction tape on June 17, 2010.
(3) Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities under the Company’s 2005 Incentive Compensation Plan (the “Plan”). A Registration Statement on Form S-8 has been filed previously on April 1, 2010 (File No. 333-165851) covering 700,000 shares of the Company’s common stock reserved for issuance pursuant to awards granted under the Plan.
 

 
 
 
 

 
EXPLANATORY STATEMENT
 
This Registration Statement is filed pursuant to General Instruction E to Form S-8. The contents of the Registration Statement on Form S-8 previously filed on April 1, 2010 (File No. 333-165851) are incorporated herein by reference and made a part hereof.
 
This Registration Statement on Form S-8 is filed by DHT Holdings, Inc. (the “Company”) to register an additional 300,000 shares of the Company’s common stock, par value $0.01 per share, which may be awarded under the Company’s 2005 Incentive Compensation Plan, as amended.
 
 
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oslo, Country of Norway, on June 18, 2010.
 
 
  DHT Holdings, Inc.  
       
 
By:
/s/  Eirik Ubøe  
    Name:  Eirik Ubøe   
    Title:    Chief Financial Officer   
       
 

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 and on the date indicated.
 
 
Signature Title Date
 
 
 
 
*
 
 
 
Acting Chief Executive Officer and Director
(Principal Executive Officer)
June 18, 2010
Randee Day
 
*
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
June 18, 2010
Eirik Ubøe
 
 
*
Chairman and Director
June 18, 2010
Erik Lind
 
 
*
Director
June 18, 2010
Rolf Wikborg
 
 
*
Director
June 18, 2010
Einar Michael Steimler
 
 
*
Authorized Representative in the United States
June 18, 2010
Deborah Diaz
CT Corporation
    
     
/s/ Eirik Ubøe    
*By:                               Eirik Ubøe    
Attorney-in-Fact
    
 
 
 
 
 
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EXHIBIT INDEX


Exhibit Number
Description
10.1*
2005 Incentive Compensation Plan
10.2**
Amendment to the 2005 Incentive Compensation Plan
10.3
Second Amendment to the 2005 Incentive Compensation Plan
23.1
Consent of Ernst & Young AS

 
*
Incorporated herein by reference from the Company’s Registration Statement on Form F-1 filed on September 21, 2005 (File No. 333-128460) 
**
Incorporated herein by reference from the Company’s Registration Statement on Form S-8 filed on October 9, 2009 (File No. 333-162416)
 
 
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