As filed with the Securities and Exchange Commission on April 26, 2002
Registration No. 333-
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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 (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
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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)
2002 Stock Option Plan
(Full title of plan)
Arnaldo Perez, Esq.
Senior 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)
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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
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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 40,000,000 shares (1) $31.90 (2) $1,276,000,000 $117,392
- -------------------------------------------------------------------------------------------------------------------------------
(1) Includes an 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 Common Stock
reported on The New York Stock Exchange on April 23, 2002.
EXPLANATORY NOTE
The Section 10(a) prospectus being delivered by Carnival
Corporation (the "Company" or the "Registrant") to participants in the 2002
Stock Option Plan (the "Plan"), as required by Rule 428 under the Securities Act
of 1933, has been prepared in accordance with the requirements of Form S-8 under
the Securities Act and relates to shares of common stock of the Company, par
value $0.01 per share (the "Common Stock"), reserved for issuance pursuant to
the Plan. The information related to the Plan required in the Section 10(a)
prospectus is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act. The Company will
provide to participants in the Plan a written statement advising them of the
availability, without charge, upon written or oral request, of documents
incorporated by reference herein, as is required by Item 2 of Part I of Form
S-8.
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PART I
INFORMATION REQUIRED IN
THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed in the Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed in the Registration Statement.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 2001;
2. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended February 28, 2002;
3. The Company's Current Reports on Form 8-K, filed on April
19, 2002, March 21, 2002, February 13, 2002, December 20, 2001 and December 17,
2001; and
4. The description of the Common Stock contained in the Company's
Registration Statement on Form S-3 (File no. 333-62950), filed on June 13, 2001,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities registered pursuant to this Registration Statement have been sold or
which deregister all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein 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
documents which also is or is deemed to be incorporated by reference herein
modifies or supersedes
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such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS 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 proceeding 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., Arnold W. Donald, James M. Dubin, Modesto Maidique, Stuart Subotnick,
Sherwood M. Weiser, Meshulam Zonis and Uzi Zucker providing essentially the same
indemnities as are described in the Company's Articles of Incorporation.
Under registration rights agreements among the Company and certain
irrevocable trusts (the "Trusts"), the Trusts have agreed to indemnify the
Company, its directors and officers and each person who controls the Company
within the meaning of the Exchange Act, against certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The Exhibit Index is hereby incorporated by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities 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) 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act,
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that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 April 24, 2002.
CARNIVAL CORPORATION
By: /s/ Micky Arison
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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, 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 April 24, 2002
- ----------------------------- Directors and Chief
Micky Arison Executive Officer
/s/ Howard S. Frank Vice Chairman of the Board April 24, 2002
- ----------------------------- Directors and Chief
Howard S. Frank Operating Officer
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gerald R. Cahill Senior Vice President- April 24, 2002
- ----------------------------- Finance and Chief Financial
Gerald R. Cahill and Accounting Officer
/s/ Shari Arison Director April 23, 2002
- -----------------------------
Shari Arison
/s/ Maks L. Birnbach Director April 25, 2002
- -----------------------------
Maks L. Birnbach
/s/ Richard G. Capen, Jr. Director April 23, 2002
- -----------------------------
Richard G. Capen, Jr.
/s/ Robert H. Dickinson Director April 22, 2002
- -----------------------------
Robert H. Dickinson
/s/ Arnold W. Donald Director April 24, 2002
- -----------------------------
Arnold W. Donald
/s/ James M. Dubin Director April 22, 2002
- -----------------------------
James M. Dubin
/s/ A. Kirk Lanterman Director April 24, 2002
- -----------------------------
A. Kirk Lanterman
/s/ Modesto A. Maidique Director April 22, 2002
- -----------------------------
Modesto A. Maidique
/s/ Stuart Subotnick Director April 23, 2002
- -----------------------------
Stuart Subotnick
/s/ Sherwood M. Weiser Director April 24, 2002
- -----------------------------
Sherwood M. Weiser
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SIGNATURE TITLE DATE
--------- ----- ----
Director
- -----------------------------
Meshulam Zonis
/s/ Uzi Zucker Director April 22, 2002
- -----------------------------
Uzi Zucker
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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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).
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EXHIBIT 23.1
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[LETTERHEAD OF TAPIA, LINARES Y ALFARO]
April 23, 2002
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 40,000,000 shares (the "Shares") of its Common Stock, par value
$0.01 per share, of the Company to be issued pursuant to the Carnival
Corporation 2002 Stock Option Plan (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.
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/ Fernando A. Linares
- -----------------------
Fernando A. Linares
FAL/ocb
EXHIBIT 23.2
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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 29, 2002, except as to Note 18
which is dated as of February 15, 2002, relating to the financial statements,
which appears in the 2001 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, 2001.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Miami, Florida
April 25, 2002