**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

 

**FORM 20-F/A**

**Amendment No. 1**

 

 

 
****☐********
**REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934**

**OR**

 
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2019**

**OR**

 
****☐********
**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from                     to                    **

**OR**

 
****☐********
**SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**Date of event requiring this shell company report                    **

**Commission file number: 001-36202**

 

 

**NAVIGATOR HOLDINGS LTD.**

**(Exact Name of Registrant as Specified in Its Charter)**

 

 

**Republic ofthe Marshall Islands**

**(Jurisdiction of Incorporation or Organization)**

**c/o NGT Services (UK) Ltd**

**10 Bressenden Place**

**London, SW1E 5DH, United Kingdom**

**Telephone: +44 20 7340 4850**

**(Address of Principal Executive Offices)**

**Niall Nolan**

**ChiefFinancial Officer**

**10 Bressenden Place**

**London, SW1E 5DH, United Kingdom**

**Telephone: +44 20 7340 4850 Facsimile: +44 20 7340 4858**

**(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)**

**Securities registered or to be registered pursuant to Section 12(b) of the Act:**

 

**Title of Each Class**
 
**Trading Symbol(s)**
 
**Name of Each Exchange on whichRegistered**
**Common Stock** **NVGS** **New York Stock Exchange**
**Securities registered or to be registered pursuant to Section 12(g) of the Act: None**

**Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None**

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annualreport. 

55,826,644 Shares of Common Stock 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.    Yes  ☐    No  ☒ 

If this report is an annual or transition report,indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.    Yes  ☒    No  ☐ 

Indicate by check mark whether the registranthas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).    Yes  ☒    No  ☐ 

Indicate bycheck mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer”,“accelerated filer” and emerging growth company” in Rule 12b-2 of the Exchange Act. 

 
 Large accelerated filer  ☐  Accelerated filer  ☒  Non-accelerated filer  ☐  Emerging growth company  ☐  
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5, 2012. 

Indicate by check mark which basis of accounting the registrant has used to prepare thefinancial statements included in this filing: 

 
  U.S. GAAP  ☒  
International Financial Reporting Standards as Issued

by the International Accounting Standards Board  ☐
  Other  ☐  
If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant has elected to follow. 

Item 17  ☐             Item 18  ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒ 

 

 

 
**

**EXPLANATORY NOTE**

This Amendment No. 1 on Form 20-F/A (the “Amendment”) is being filed by NavigatorHoldings Ltd. (the “Company”, “our”, “we”, “us”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, originallyfiled with the U.S. Securities and Exchange Commission (the “SEC”) on May 11, 2020 (the “Original Filing”). The Company is filing this Amendment solely to state that the Original Filing was delayed in reliance on theSEC’s Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From Reporting and Proxy Delivery Requirements For Public Companies (Release No. 34-88465 /March 25, 2020) (the “Order”), due to circumstances related to COVID-19, and to state the reasons why the Company could not file its Annual Report on Form20-F for the fiscal year ended December 31, 2019 on a timely basis.

As previously disclosedon a Form 6-K filed by the Company on April 30, 2020, beginning with the fiscal year ended December 31, 2019, the Company’s independent public accounting firm is Ernst & Young LLP,whereas prior to that, the Company’s independent public accounting firm was KPMG LLP. Since it was the first year of the new independent public accounting firm auditing the Company, this resulted in a relatively more lengthy audit process,which, in turn, resulted in less time being available for the Company to address unexpected events, such as events and circumstancing arising from the COVID-19 pandemic. Further, due to the outbreak and spreadof COVID-19, the Company’s management decided on March 18, 2020 to temporarily close all its representative offices and for all employees to work remotely from home for the foreseeable future, inaccordance with authoritative advice, including from the government of the United Kingdom. Access restrictions, as well as the need for additional time to assess the current and potential future economic impact ofCOVID-19 on the Company’s business resulted in delays by the Company in the preparation of its financial statements, necessary for the completion of the audit procedures. In turn the Company was unable tocomplete its financial statements and prepare the Original Filing in time to be filed by the original due date of April 30, 2020.

Ourconsiderations in assessing going concern include the negative impacts associated with our inability to undertake crew changes; potential delays in the loading and discharging operations of our vessels, vessel inspections and related certificationsby class societies, oil majors or government agencies, drydocking of our vessels and construction delays at our terminal joint venture, due to worker health or quarantining or delays by key suppliers of goods or services; reduced cash flow andfinancial condition, including potential noncompliance with covenants in our bank and bond facilities; and potential deterioration in the financial condition of our customers or business partners, restricting their ability to fulfil theircommitments to us or leading to them seeking to re-negotiate their commitments with us. The delays were further compounded by the closing of our offices and the logistical issues arising from our team workingremotely due to the pandemic. 

Except as described above, the Amendment does not amend any information set forth in the Original Filing orreflect any events that occurred subsequent to the filing of the Original Filing on May 11, 2020. Accordingly, the Amendment should be read in conjunction with the Original Filing and with the Company’s filings with the SEC subsequent tothe Original Filing. 

**PART III**

 
**Item 19.**
**Exhibits**

 
**Exhibit****Number**  
**Description**
12.1*  Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. 12.2*  Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. 13.1*  Certification under Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer. 13.2*  Certification under Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer. 
 
*
Filed herewith. 

 
2 

**SIGNATURES**

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has dulycaused and authorized the undersigned to sign this Amendment No. 1 to its Annual Report on Form 20-F on its behalf. 

 
  **NAVIGATOR HOLDINGS LTD.**Date: May 22, 2020  By: /s/ Niall Nolan  Name: Niall Nolan  Title: Chief Financial Officer (Principal Financial Officer)
 
3