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As filed with the Securities and Exchange Commission on January 8, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CARNIVAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
REPUBLIC OF PANAMA 59-1562976
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3655 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178-2428
(Address of Principal Executive Offices)
THE CARNIVAL CORPORATION
"FUN SHIP" NONQUALIFIED SAVINGS PLAN
(Full Title of the Plan)
ARNALDO PEREZ (305) 599-2600
SECRETARY (Telephone number,
CARNIVAL CORPORATION including area code,
3655 N.W. 87TH AVENUE of agent for service)
MIAMI, FLORIDA 33178-2428
(Name and Address of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit Price (1) Fee
Deferred Compensation
Plan Obligations(1)(2) $30,000,000 100% $30,000,000 $8,850
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purposes of determining
the registration fee.
(2) The Deferred Compensation Plan Obligations (the "Obligations") are
unsecured obligations of Carnival Corporation to pay deferred
compensation in the future in accordance with the terms of The Carnival
Corporation "Fun Ship" Nonqualified Savings Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference into this
Registration Statement:
(1) The Annual Report (the "Annual Report") of Carnival
Corporation (the "Company") on Form 10-K for the fiscal year ended November
30, 1996, which has heretofore been filed by the Company with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "1934 Act").
(2) The Company's Quarterly Reports on Form 10-Q for the three
quarterly periods ended February 28, 1997, May 31, 1997 and August 31, 1997
which have heretofore been filed by the Company with the Commission pursuant
to the 1934 Act.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents"); provided, however, that the documents enumerated
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above or subsequently filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the 1934 Act in each year during which the offering made by
this Registration Statement is in effect prior to the filing with the
Commission of the Company's Annual Report on Form 10-K covering such year
shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report.
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
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The Carnival Corporation "Fun Ship" Nonqualified Savings Plan
(the "Plan") provides eligible employees ("Participant(s)") of the Company
and its participating subsidiaries and affiliated companies ("Employers")
with an opportunity to defer a portion of their compensation and accumulate
tax-deferred earnings thereon. With limited exceptions, a Participant is
eligible for (i) specified Employer matching contributions based on a certain
portion of the Participant's deferrals, and (ii) Employer profit sharing
contributions based on the Participant's length of service with the Company.
Deferrals and Employer contributions are credited to Participants'
accounts. Each account is indexed, in accordance with Participant elections
and subject to the Company's consent, to one or more of eight investment
funds offered to Participants pursuant to the Plan. Each account is adjusted
to reflect the investment performance of the corresponding investment fund
or funds.
The Obligations registered hereunder cannot be alienated, sold,
transferred, assigned, pledged, attached, garnished, or otherwise
encumbered. Benefits under the Plan including payments under the Obligations
registered hereunder will be made entirely in cash and may be
received in either a lump sum or in monthly installments over 5 or 10 years,
and shall commence, at the election of the Participant (i) as soon as
administratively practicable following the Participant's termination of
employment; (ii) as soon as administratively practicable following the
calendar year of the Participant's termination of employment; (iii) in the
month following the earlier of (A) the Participant's attainment of age 55 and
his or her completion of 15 years of service with the Company, or (B) the
Participant's attainment of age 65, provided that the Participant is no
longer employed with the Company as of such date; or (iv) in a specific month
and year; provided, that if the Participant elects the option under (iii),
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above, and the date for commencement of benefits falls before the
Participant's termination of employment with the Company, benefits will
commence as soon as administratively practicable following such termination of
employment. Upon death, any such benefits not previously paid out will be
paid to a beneficiary designated by the Participant. Income taxes on deferred
amounts, including earnings thereon, will not be required to be paid until
such benefits are paid to the Participant or his or her beneficiary.
Participants are unsecured general creditors of the Company with
respect to their Plan benefits, including payments under the Obligations
registered hereunder. Benefits are payable from a nonqualified trust or from
the company's general assets, and such benefits are subject to the risk of
corporate insolvency.
The Obligations are not subject to redemption, in whole or in
part, prior to the selected distribution date, termination of employment,
retirement or death of the Participant except for hardship withdrawal as
provided in the Plan. The Obligations are not convertible into another
security of the Company. The Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on the part of
the Company.
The Company reserves the right to amend or terminate the Plan,
provided that such amendment or termination does not result in any reduction
of a Participant's account balance as of the date of such amendment or
termination, as adjusted for earnings or losses.
The Company has appointed the Company's Retirement Committee (the
"Retirement Committee") to assist in administering the Plan. The Retirement
Committee has the right to interpret the Plan and determine all other matters
that might arise under the terms and conditions of the Plan. The Retirement
Committee's decisions are final and binding an all Participants.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company's Articles of Incorporation and By-Laws provide,
subject to the requirements set forth therein, that with respect to any
person who was or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, the Company shall indemnify such person by
reason of the fact that he is or was a director or an officer, and may
indemnify such person by reason of the fact that he is or was an employee or
agent of the Company or is or was serving at its request as a director,
officer, employee or agent in another corporation, partnership, joint
venture, trust or other enterprise, in either case against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceedings if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The Company has entered into indemnity
agreements with Shari Arison, Maks L. Birnbach, Richard G. Capen, Jr., David
Crossland, James Dubin, Modesto Maidique, William S. Ruben, Stuart Subotnick,
Sherwood M. Weiser and Uzi Zucker providing essentially the same indemnities
as are described in the Company's Articles of Incorporation.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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Reference is made to the Exhibit Index.
Item 9. Undertakings.
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The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) That, for the purposes of determining any liability under the
Act, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 hereof or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the undersigned registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami, State of Florida
on the 31st day of December, 1997.
CARNIVAL CORPORATION
By: /s/ MICKY ARISON
-------------------------
Micky Arison
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Micky Arison or
Howard S. Frank or any of them, his attorneys-in-fact and agents, each with
full power of substitution for him and in his name, place and stead in any
and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission,
granting unto each of said attorneys-in-facts and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection with this Registration Statement, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that any of said attorneys-in-fact and agents,
or his substitute or substitutes, may lawfully do or cause to be done or
cause to be done by virtue hereof.
Pursuant to the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 31st day of December, 1997.
Signature Title
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/s/ MICKY ARISON Chairman of the Board, Chief Executive
- ------------------------------- Officer and Director
Micky Arison (Principal Executive Officer)
/s/ HOWARD S. FRANK Vice-Chairman, Chief Financial and
- ------------------------------- Accounting Officer and Director
Howard S. Frank (Principal Financial Officer)
/s/ MAKS L. BIRNBACH Director
- -------------------------------
Maks L. Birnbach
/s/ RICHARD G. CAPEN, JR. Director
- -------------------------------
Richard G. Capen, Jr.
/s/ DAVID CROSSLAND Director
- -------------------------------
David Crossland
/s/ ROBERT H. DICKINSON Director
- -------------------------------
Robert H. Dickinson
/s/ SHARI ARISON DORSMAN Director
- -------------------------------
Shari Arison Dorsman
/s/ JAMES M. DUBIN Director
- ------------------------------
James M. Dubin
/s/A. KIRK LANTERMAN Director
- -------------------------------
A. Kirk Lanterman
- ------------------------------- Director
Modesto Maidique
/s/ WILLIAM S. RUBEN Director
- -------------------------------
William S. Ruben
/s/ STUART SUBOTNICK Director
- --------------------------------
Stuart Subotnick
/s/ SHERWOOD M. WEISER Director
- -------------------------------
Sherwood M. Weiser
- ------------------------------- Director
Meshulam Zonis
- ------------------------------- Director
Uzi Zucker
EXHIBIT INDEX
Exhibit Number Description
- -------------- ------------
5* Opinion (including consent) of Tapia, Linares Y Alfaro
23* Consent of Price Waterhouse
24 Powers of Attorney (included on signature page)
*Filed herewith.
TAPIA, LINARES Y ALFARO
- -----------------------------------------------------------------------------
ABOGADOS - ATTORNEYS AT LAW
January 7, 1998
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
U.S.A.
Registration Statement on Form S-8
Dear Sirs:
In connection with the Registration Statement on Form S-8 (the "Registration
Statement"), filed by Carnival Corporation ("the Company") with the Securities
and Exchange Commission for the registration under the Securities Act of 1933,
as amended (the "Act"), of $30,000,000 in obligations (the "Obligations") of
the Company pursuant to The Carnival Corporation "Fun Ship" Nonqualified
Savings Plan (the "Plan") , we have been requested to render our opinion as
to the legality of the Obligations.
In this connection, we have examined (i) originals, photocopies or conformed
copies of the Registration Statement, including exhibits and amendments
thereto, (ii) the Amended and Restated Articles of Incorporation and By-Laws
of the Company, each as amended to date, and (iii) records of certain of the
Company's corporate proceedings. In addition, we have made such other
examinations of law and fact as we have considered necessary in order to form
a basis of the opinions hereinafter expressed. In connection with such
investigation, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the
conformity to originals of all documents submitted to us as photocopies or
conformed copies. We have relied as to matters of fact upon certificates of
officers of the Company.
Carnival Corporation
January 7, 1998
Page 2
Based on the foregoing, we are of the opinion that the Obligations, when
issued and delivered as contemplated by the Registration Statement and the
Plan, will be duly authorized and will constitute valid and binding
obligations of the Company, except as enforcement thereof may be limited
by bankruptcy, insolvency or other laws of general applicability relating to
or affecting enforcement of creditors' rights or by general principals of
equity.
We are members of the Bar of the Republic of Panama. We express no opinion as
to matters of law other than the laws of the Republic of Panama.
We hereby consent to all references to our firm in the Registration Statement
and the filing by the Company of this as an Exhibit to the Registration
Statement.
Very truly yours,
/s/Mario E. Correa
Mario E. Correa
MEC/tg
Price Waterhouse LLP
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 15, 1997, which appears on
page 37 of the 1996 Annual Report to Shareholders of Carnival Corporation,
which is incorporated by reference in Carnival Corporation's Annual Report on
Form 10-K for the year ended November 30, 1996.
/s/ PRICE WATERHOUSE LLP
- ----------------------------
Price Waterhouse LLP
Miami, Florida
December 30, 1997