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 FRONTLINE LTD. ---------------------------------------------------------------- (Exact name of Issuer as specified in its chapter) Bermuda N/A ---------------------------------------------------------------- (State of incorporation (IRS Employer or organization) Identification No.) Mercury House 101 Front Street Hamilton, HM 12, Bermuda ----------------------------------------------------------------- (Address of principal (Zip Code) executive offices) If this form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. If this form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. / / 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 ------------------- ------------------------------------ Ordinary Shares ($2.50 New York Stock Exchange par value) Securities to be registered pursuant to Section 12(g) of the Act: None ----------------------------------------------------------------- (Title of Class) 2 Item 1. Description of Registrant's Securities to be Registered ------------------------------------------------------- The following sections of the Company's Registration Statement on Form F-1 (Registration No. 33-70158), including amendments thereto, filed with the Securities and Exchange Commission on October 13, 1993, are hereby incorporated by reference: 1. Prospectus Summary (p. 3); 2. Description of Share Capital (p. 48); 3. Foreign Issuer Considerations (p. 66); The following section of the Company's Registration Statement on Form F-4 (Registration No. 333-08608), including amendments thereto, filed with the Securities and Exchange Commission on April 7, 1998, are hereby incorporated by reference: 4. Rights Plan (p. 71) and Exhibit 4.2; and The following section of the Company's Annual Report on Form 20-F, including amendments thereto, filed with the Securities and Exchange Commission on June 13, 2001, is hereby incorporated by reference: 5. Taxation (p. 46). Item 2. Exhibits Description -------- ----------- 1 Memorandum of Association of the Company which is hereby incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form F-1 (Registration No. 33- 70158), including exhibits thereto, filed with the Securities and Exchange Commission on October 12, 1993. 2 Amended and Restated Bye-Laws of the Company which is hereby incorporated by reference to Exhibit 3.2 in the Registration Statement on Form F-4 (Registration No. 333-08608), including exhibits thereto, filed with the Securities and Exchange Commission on April 7, 1998. 3 3 Rights Agreement between the Company and the Bank of New York which is hereby incorporated by reference to Exhibit 4.2 in the Registration Statement on Form F-4 (Registration No. 333-08608), including exhibits thereto, filed with the Securities and Exchange Commission on April 7, 1998. 4 Ordinary Share Certificate (specimen) of the Company. 4 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: July 13, 2001 FRONTLINE LTD. By: /s/ Kate Blankenship _____________________ Kate Blankenship Secretary 02089009.AF3