SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Nordic American Tanker Shipping Limited ------------------------------------------------------------------------------ (Exact name of Issuer as specified in its chapter) Bermuda N/A ------------------------------------------------------------------------------ (State of incorporation (IRS Employer or organization) Identification No.) Canon's Court 22 Victoria Street Hamilton HM 12 Bermuda N/A ------------------------------------------------------------------------------ (Address of principal (Zip Code) executive offices) If this form relates to the registration of a class of securities and is effective upon filing pursuant to General Instruction A(c) please check the following box. |_| If this form relates to the registration of a class of securities and is effective pursuant to General Instruction A(d) please check the following box. |_| Securities Act registration statement file number to which this form relates: 333-07536 and 333-118128 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 ------------------- ------------------------------------ Common Shares, par value $0.01 New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None ------------------------------------------------------------------------------- (Title of Class) This Form 8-A is being filed in connection with the listing of the common shares, $.01 par value per share (the "Common Shares"), of Nordic American Tanker Shipping Limited, a company organized under the laws of the Islands of Bermuda (the "Company"), on the New York Stock Exchange and the concurrent withdrawal of the Common Shares from listing on the American Stock Exchange. Item 1. Description of Registrants Securities to be Registered Each outstanding Common Share entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding preferred shares, holders of Common Shares are entitled to receive ratably all dividends, if any, declared by the Board of Directors out of funds legally available for dividends. Holders of Common Shares do not have conversion, redemption or preemptive rights to subscribe to any of the Company's securities. All outstanding Common Shares are fully paid and nonassessable. The rights, preferences and privileges of holders of Common Shares are subject to the rights of the holders of any preferred shares which the Company may issue in the future. The Company does not currently have any preferred shares issued and outstanding. This summary of the material terms of the Company's Common Shares does not purport to be complete and is qualified in its entirety by reference to the Company's Memorandum of Association, as amended, and Bye-Laws, as amended. The transfer agent and registrar for the Common Shares is Mellon Investor Services LLC. Item 2. Exhibits Description 1. The Memorandum of Association of the Company is hereby incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form F-1 (Registration Statement No. 33-96268) filed with the Securities and Exchange Commission on August 28, 1995. 2. The Bye-Laws of the Company are hereby incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form F-1 (Registration Statement No. 33-96268) filed with the Securities and Exchange Commission on August 28, 1995. 3. The Share Certificate is hereby incorporated by reference to Exhibit 4 to the Registration Statement on Form F-3 (Registration No. 333-07536) filed with the Securities and Exchange Commission on August 29, 1997. 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: November 12, 2004 Nordic American Tanker Shipping Limited By: /s/ Herbjorn Hansson ------------------------- Name: Herbjorn Hansson Title: President and Chief Executive Officer 01318.0002 #525786