As filed with the Securities and Exchange Commission on April 20, 2007
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Ultrapetrol (Bahamas) Limited
(Exact name of registrant as specified in its charter)
Commonwealth of The Bahamas 4412 N/A
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification
Code Number)
Ultrapetrol (Bahamas) Limited Seward & Kissel LLP
Attention: Felipe Menendez R. Attention: Lawrence Rutkowski, Esq.
Ocean Centre, Montagu Foreshore One Battery Park Plaza
East Bay St. New York, New York 10004
Nassau, Bahamas (212) 574-1200
P.O. Box SS-19084 (Name, address and telephone number
(242) 364-4755 of agent for service)
(Address and telephone number of
Registrant's principal executive offices)
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Copies to:
Lawrence Rutkowski, Esq. William J. Whelan, III, Esq.
Seward & Kissel LLP Cravath, Swaine & Moore LLP
One Battery Park Plaza Worldwide Plaza
New York, New York 10004 825 Eighth Avenue
(212) 574-1200 (telephone number) New York, New York 10019
(212) 480-8421 (facsimile number) (212) 474-1000 (telephone number)
(212) 474-3700 (facsimile number)
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| Registration No.
333-141485
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Proposed Maximum Aggregate Offering Amount of
Securities to be Registered Price(1) Registration Fee
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Common Stock, par value $.01 per share $16,100,000 $500
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(1) Includes common stock, if any, that may be sold pursuant to the
underwriters' over-allotment option.
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This Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act of 1933.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form F-1 (Registration No. 333-141485) filed by
Ultrapetrol (Bahamas) Limited with the Securities and Exchange Commission, which
was declared effective by the Commission on April 19, 2007, are incorporated by
reference into, and shall be deemed part of, this registration statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
All exhibits filed with or incorporated by reference in the Registration
Statement No. 333-141485 are incorporated by reference into, and shall be deemed
to be part of, this registration statement, except for the following, which are
filed herewith.
Exhibit
Number Description
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5 Form of Opinion of Higgs & Johnson, Bahamas Counsel to the Company, as
to the validity of the Shares
8 Form of Opinion of Seward & Kissel LLP, United States counsel to the
Company, with respect to tax matters
23.1 Consent of Seward & Kissel LLP (contained in Exibit 8)
23.2 Consent of Pistrelli, Henry Martin y Asociados S.R.L., independent
registered public accounting firm and member of Ernst & Young Global,
independent registered public accounting firm
23.3 Consent of Doll Shipping Consulatancy
23.4 Consent of Higgs & Johnson
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 F-l and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York on April 19, 2007.
ULTRAPETROL (BAHAMAS) LIMITED
By: *
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Name: Felipe Menendez R.
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on April 19, 2007 in the
capacities indicated.
Signature Title
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Chief Executive Officer, President and
* Director (Principal Executive Officer)
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Felipe Menendez R.
* Executive Vice President and Director
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Ricardo Menendez R.
* Chief Financial Officer, Secretary and
----------------------------------- Director (Principal Financial Officer
Leonard J. Hoskinson and Principal Accounting Officer)
* Director
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Katherine Downs
* Director
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James Martin
* Director
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George Wood
* Director
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Michael C. Hagan
/s/ Lawrence Rutkowski
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* By Lawrence Rutkowski
Attorney-in-Fact
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the
duly undersigned representative in the United States of America, has signed this
registration statement in Coral Gables, Florida, on April 19, 2007.
RAVENSCROFT SHIP MANAGEMENT INC.
By: /s/ John C. Arthur
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Name: John C. Arthur
Authorized Representative in the United States
EXHIBIT INDEX
Exhibit
Number Description
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5 Form of Opinion of Higgs & Johnson, Bahamas Counsel to the Company, as
to the validity of the Shares
8 Form of Opinion of Seward & Kissel LLP, United States counsel to the
Company, with respect to tax matters
23.1 Consent of Seward & Kissel LLP (contained in Exibit 8)
23.2 Consent of Pistrelli, Henry Martin y Asociados S.R.L., independent
registered public accounting firm and member of Ernst & Young Global,
independent registered public accounting firm
23.3 Consent of Doll Shipping Consulatancy
23.4 Consent of Higgs & Johnson