As filed with the Securities and Exchange Commission on May 9, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CARNIVAL CORPORATION
(Exact name of registrant as specified in its charter)
PANAMA 4400 59-1562976
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
-----------------------------------------
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Carnival Corporation 1992 Stock Option Plan
(Full title of plans)
Arnaldo Perez, Esq.
Vice President, General Counsel and Secretary
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Forida 33178-2428
(Name and address of agent for service)
(305) 599-2600
(Telephone number, including area code, of agent for service)
--------------------
COPIES TO:
James M. Dubin
John C. Kennedy
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share 17,000,000 shares (1) $27.625 (2) $469,625,000 (2) $117,406.25
- -------------------------------------------------------------------------------------------------------------------------------
(1) Represents additional shares of Common Stock reserved for issuance
under the Plan. This registration statement also relates to such
indeterminate number of additional shares of Common Stock as may be
issuable as a result of stock splits, stock dividends or other similar
transactions.
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) and 457(h) of the Securities Act of 1933
and based on the average of the high and low prices of the registrant's
Common Stock, reported on The New York Stock Exchange on May 3, 2001.
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, the registrant,
Carnival Corporation (the "Registrant"), is filing this registration statement
with respect to the issuance of an additional 17,000,000 shares of its Common
Stock, par value $0.01 per share (the "Common Stock"), under its 1992 Stock
Option Plan (the "Plan"). On January 24, 1992, the Registrant filed a
registration statement (the "Original Registration Statement") on Form S-8 (File
No. 33-45287) with respect to the issuance of shares of Common Stock under the
Plan. The contents of the Original Registration Statement are hereby
incorporated in this registration statement by reference.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the 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 May 9, 2001.
CARNIVAL CORPORATION
By: /s/ Micky Arison
---------------------------------------------
Micky Arison
Chairman of the Board of Directors and
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Micky Arison such person's true
and lawful attorney-in-fact and agent, with full power of substitution and
revocation, for such person and in such person's name, place and stead, in any
and all capacities (until revoked in writing), to sign any and all amendments
(including post-effective amendments) to this registration statement and to file
the same with all exhibits thereto, and the other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and things requisite and necessary to be done, as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Micky Arison Chairman of the Board of May 9, 2001
- ------------------------ Directors and Chief
Micky Arison Executive Officer
/s/ Howard S. Frank Vice Chairman of the Board May 9, 2001
- ------------------------ of Directors and Chief
Howard S. Frank Operating Officer
3
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gerald R. Cahill Senior Vice President- May 9, 2001
- ------------------------ Finance and Chief Financial
Gerald R. Cahill and Accounting Officer
/s/ Shari Arison Director May 9, 2001
- ------------------------
Shari Arison
/s/ Maks L. Birnbach Director May 9, 2001
- ------------------------
Maks L. Birnbach
/s/ Richard G. Capen, Jr. Director May 8, 2001
- ------------------------
Richard G. Capen, Jr.
/s/ Robert H. Dickinson Director May 7, 2001
- ------------------------
Robert H. Dickinson
/s/ Arnold W. Donald Director May 7, 2001
- ------------------------
Arnold W. Donald
/s/ James M. Dubin Director May 9, 2001
- ------------------------
James M. Dubin
/s/ A. Kirk Lanterman Director May 9, 2001
- ------------------------
A. Kirk Lanterman
/s/ Modesto A. Maidique Director May 8, 2001
- ------------------------
Modesto A. Maidique
/s/ Stuart Subotnick Director May 9, 2001
- ------------------------
Stuart Subotnick
/s/ Sherwood M. Weiser Director May 9, 2001
- ------------------------
Sherwood M. Weiser
4
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Meshulam Zonis Director May 9, 2001
- ------------------------
Meshulam Zonis
/s/ Uzi Zucker Director May 8, 2001
- ------------------------
Uzi Zucker
5
Exhibit Index
EXHIBIT DESCRIPTION
- ------- -----------
4.1 Second Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit No. 3 to the
Registrant's registration statement on Form S-3, File No.
333-68999, filed with the Securities and Exchange Commission).
4.2 Amendment to Second Amended and Restated Articles of
Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's quarterly report on Form 10-Q
for the quarter ended May 31, 1999, filed with the Securities
and Exchange Commission).
4.3 Certificate of Amendment of Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's quarterly report on Form 10-Q for the quarter
ended May 31, 2000, filed with the Securities and Exchange
Commission).
4.4 Form of By-laws of the Registrant (incorporated by reference
to Exhibit 3.2 to the Registrant's registration statement on
Form S-1, File No. 33-14844, filed with the Securities and
Exchange Commission).
5.1 Opinion of Tapia, Linares y Alfaro, counsel to the Registrant,
regarding the legality of the Common Stock whose issuance is
being registered.
23.1 Consent of Tapia, Linares y Alfaro (contained in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on signature page).
6
[LETTERHEAD OF TAPIA, LINARES Y ALFARO]
Panama, May 9, 2001
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178
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 pursuant to the Securities Act of 1933, as amended (the
"Act") and the rules and regulations promulgated thereunder (the "Rules"), which
relates to the 17,000,000 shares (the "Shares") of its Common Stock, par value
$0.01 per share, of the Company to be issued pursuant to the Company's 1992
Stock Option Plan, as amended in 2001 (the "Plan"), we have been requested to
render our opinion as to the legality of the securities being registered
thereunder.
In this connection, we have examined (i) originals, photocopies or conformed
copies of the Plan, (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 facts, as we have considered necessary in order to form
a basis of the opinions hereinafter expressed. When relevant facts were not
independently established, we have relied upon certificates of governmental
officials or officers of the Company and upon representations made in or
pursuant to the Plan. 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.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing as a
corporation in good standing under the laws of the Republic of
Panama.
Carnival Corporation
May 9, 2001
Page 2
2. The Shares have been duly and legally authorized for issuance,
and such shares, when issued and delivered by the Company on
the terms and conditions described in the Plan and paid for in
accordance with the terms and provisions of the Plan, will be
validly issued, fully paid and non-assessable.
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 consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name under the caption "Interests of Named
Experts and Counsel" in the Registration Statement. In giving this consent we do
not hereby agree that we come within the category of persons whose consent is
required by the Act or the Rules.
Very truly yours,
/s/ Mario E. Correa
- -------------------
Mario E. Correa
MEC/ocb
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 26, 2001 relating to the
financial statements, which appears in the 2000 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, 2000.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Miami, Florida
May 7, 2001