AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 2005
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
FORM S-8 FORM S-8
CARNIVAL CORPORATION CARNIVAL PLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
REPUBLIC OF PANAMA ENGLAND AND WALES
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
59-1562976 98-0357772
(I.R.S. EMPLOYER IDENTIFICATION NO.)
CARNIVAL PLACE CARNIVAL HOUSE
3655 N.W. 87TH AVENUE 5 GAINSFORD STREET
MIAMI, FLORIDA 33178-2428 LONDON, SE1 2NE, UNITED KINGDOM
(305) 599-2600 011 44 20 7940 5381
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
AMENDED AND RESTATED CARNIVAL CORPORATION 2001 OUTSIDE DIRECTOR STOCK PLAN
(FULL TITLE OF THE PLAN)
ARNALDO PEREZ, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
CARNIVAL CORPORATION & PLC
3655 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178-2428
(305) 599-2600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
JOHN C. KENNEDY, ESQ.
LAWRENCE G. WEE, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
MAXIMUM AGGREGATE
AMOUNT TO BE OFFERING PRICE OFFERING PRICE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT REGISTRATION FEE
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Carnival Corporation common stock, 200,000 (1) $52.72 (2) $10,543,000 (2) $1,240.91
par value $0.01
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Carnival plc, special voting share, 1 $1.82 (4) $1.82 ____(5)
(pound) (pound)1.00 par value (3)
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Trust shares of beneficial interest in 200,000 (9) N/A N/A N/A (6)
P&O Princess Special Voting Trust (7)(8)
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(1) Includes an indeterminate number of shares of Carnival Corporation common
stock that may be issuable as a result of adjustments for stock splits,
stock dividends and similar transactions.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 based on the
average high and low price of Carnival Corporation common stock on May 31,
2005, as reported on the New York Stock Exchange.
(3) Represents one special voting share of Carnival plc issued to the P&O
Princess Special Voting Trust in connection with the dual listed company
transaction completed by Carnival plc and Carnival Corporation on April 17,
2003.
(4) Based on an exchange rate of US $1.82030= (pound)1.00 as of May 27, 2005.
(5) The filing fee with respect to this share is less than $0.01.
(6) Participants in the Amended and Restated Carnival Corporation 2001 Outside
Director Stock Plan will not pay any separate consideration in respect of
the trust shares and Carnival plc will not receive any cash or other
consideration in respect of the trust shares. Accordingly, no registration
fee is payable in respect of the trust shares.
(7) Represents trust shares of beneficial interest in the P&O Princess Special
Voting Trust. In connection with the dual listed company transaction, one
trust share is paired with each share of Carnival Corporation common stock
and is not transferable separately from the share of Carnival Corporation
common stock.
(8) Upon each issuance of shares of Carnival Corporation common stock in
connection with the Amended and Restated Carnival Corporation 2001 Outside
Director Stock Plan, participants will receive both shares of Carnival
Corporation common stock and an equivalent number of trust shares (which
represent a beneficial interest in the special voting share of Carnival
plc).
(9) Includes an indeterminate number of trust shares that may be issuable as a
result of adjustments for stock splits, stock dividends and similar
transactions.
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, the registrants, Carnival
Corporation and Carnival plc, are filing this registration statement with
respect to the issuance of an additional 200,000 shares of Carnival Corporation
common stock, par value $0.01 per share (the "Common Stock"), and 200,000 trust
shares (the "Trust Shares") of beneficial interest in the P&O Princess Special
Voting Trust (the "Trust"), which are paired with the shares of Common Stock on
a one-for-one basis. Each of the Trust Shares represents an undivided beneficial
interest in the Carnival plc Special Voting Share (the "Special Voting Share"),
(pounds) (pound)1.00 par value, which is held by the Trust. The arrangements
with respect to the Special Voting Share and the Trust Shares were entered into
in connection with the dual listed company transaction between Carnival
Corporation and Carnival plc (previously known as "P&O Princess Cruises plc"),
which was completed on April 17, 2003. The shares of Common Stock registered
hereby, together with the paired Trust Shares, are to be issued under the
Amended and Restated Carnival Corporation 2001 Outside Director Stock Plan (the
"Plan"). On August 13, 2001, Carnival Corporation filed a registration statement
(the "Original Common Stock Registration Statement") on Form S-8 (File No.
333-67394) with respect to the issuance of 800,000 shares of Common Stock under
the Plan. On April 17, 2003, Carnival plc filed a registration statement (the
"Original Trust Shares Registration Statement") on Form S-8 (File No.
333-104609) with respect to, among other transactions, the issuance of 800,000
Trust Shares under the Plan.
The contents of the Original Common Stock Registration Statement and the
Original Trust Shares Registration Statement are hereby incorporated in this
registration statement by reference.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Carnival Corporation's third amended and restated 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, Carnival Corporation
shall indemnify such person by reason of the fact that he is or was one of
Carnival Corporation's or Carnival plc's directors or officers, and may
indemnify such person by reason of the fact that he is or was one of Carnival
Corporation's or Carnival plc's employees or agents or is or was serving at
Carnival Corporation's or Carnival plc's 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 Carnival
Corporation's or Carnival plc's best interests and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Carnival Corporation has entered into agreements with each of its
directors providing essentially the same indemnities as are described in
Carnival Corporation's third amended and restated articles of incorporation in
the event that such director or such director's heirs, executors or
administrators are made a party to threatened, pending or completed actions,
suits or proceedings as described above.
Article 288 of Carnival plc's articles of association provides:
"Subject to the provisions of the Companies Acts but without prejudice
to any indemnity to which a director may otherwise be entitled, every director
or other officer of Carnival plc or of
Carnival Corporation shall be indemnified out of the assets of Carnival plc
against any liability incurred by him to the fullest extent permitted under the
law."
Under the UK Companies Act 1985, a UK company is not permitted to
indemnify a director or officer of the company (or any person employed by the
company as an auditor) against any liability in respect of any negligence,
default, breach of duty or breach of trust of which he may be guilty in relation
to the company. UK companies, however, may:
o purchase and maintain liability insurance for officers and
directors; and
o indemnify officers and directors against any liability incurred
by him either in defending any proceedings in which judgment is
given in his favor or he is acquitted, or in connection with the
court granting him relief from liability in the case of honest
and reasonable conduct.
Carnival plc has entered into agreements with each of its directors
providing essentially the same indemnities as are described in Carnival plc's
articles of association as described above.
ITEM 8. EXHIBITS
4.1 Third Amended and Restated Articles of Incorporation of Carnival
Corporation (incorporated by reference to the joint Current Report on
Form 8-K of Carnival Corporation and Carnival plc, filed on April 17,
2003).
4.2 Amended and Restated By-laws of Carnival Corporation (incorporated by
reference to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc, filed on April 17, 2003).
4.3 Articles of Association of Carnival plc (incorporated by reference to
the Carnival plc's Current Report on Form 8-K, filed on April 17,
2003).
4.4 Memorandum of Association of Carnival plc (incorporated by reference
to Carnival plc's Current Report on Form 8-K, filed on April 17,
2003).
4.5 Voting Trust Deed, dated as of April 17, 2003, between Carnival
Corporation and The Law Debenture Trust Corporation (Cayman) Limited,
as trustee (incorporated by reference to the joint Current Report on
Form 8-K of Carnival Corporation and Carnival plc, filed on April 17,
2003).
4.6 Pairing Agreement, dated as of April 17, 2003, between Carnival
Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as
trustee, and SunTrust Bank, as transfer agent (incorporated by
reference to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc, filed on April 17, 2003).
4.7 SVE Special Voting Deed, dated as of April 17, 2003 between Carnival
Corporation, DLS SVC Limited, P&O Princess Cruises, plc, The Law
Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law
Debenture Trust Corporation, P.L.C. (incorporated by reference to the
joint Current Report on Form 8-K of Carnival Corporation and Carnival
plc, filed on April 17, 2003).
4.8 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.16 to the joint Registration Statement on Form S-3/F-3 of
Carnival Corporation, Carnival plc and P&O Princess Cruises
International Limited, filed with the Commission on June 19, 2003).
5.1 Opinion of Tapia Linares y Alfaro.
5.2 Opinion of Maples and Calder.
5.3 Opinion of Freshfields Bruckhaus Deringer.
23.1 Consent of Tapia Linares y Alfaro (included with Exhibit 5.1).
23.2 Consent of Maples and Calder (included with Exhibit 5.2).
23.3 Consent of Freshfields Bruckhaus Deringer (included with Exhibit 5.3).
23.4 Consent of PricewaterhouseCoopers LLP, Independent Registered
Certified Public Accounting Firm.
24.1 Power of Attorney of certain officers and directors of Carnival
Corporation (included on the signature pages hereof).
24.2 Power of Attorney of certain officers and directors of Carnival plc
(included on the signature pages hereof).
SIGNATURES OF CARNIVAL CORPORATION AND CARNIVAL PLC
Pursuant to the requirements of the Securities Act of 1933, the
registrants certify that they have reasonable grounds to believe that they meet
all of the requirements for filing on Form S-8 and have duly caused this
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Miami, State of Florida, on May 31,
2005.
CARNIVAL CORPORATION CARNIVAL PLC
By: /s/ Micky Arison By: /s/ Micky Arison
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Name: Micky Arison Name: Micky Arison
Title: Chairman of the Board of Title: Chairman of the Board of
Directors and Chief Directors and Chief
Executive Officer Executive Officer
POWER OF ATTORNEY
Each of the undersigned directors and officers of Carnival Corporation
and Carnival plc hereby severally constitutes and appoints Howard S. Frank,
Gerald R. Cahill or Arnaldo Perez, and each of them, as attorneys-in-fact for
the undersigned, in any and all capacities, with full power of substitution, to
sign any amendments to this registration statement (including post-effective
amendments), and to file the same with exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that each said
attorney-in-fact, or any of them, 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 indicated effective June 1, 2005.
CARNIVAL CORPORATION CARNIVAL PLC
/s/ Micky Arison /s/ Micky Arison
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Micky Arison Micky Arison
Chairman of the Board of Directors Chairman of the Board of Directors
and Chief Executive Officer and Chief Executive Officer
(Principal Executive Officer) (Principal Executive Officer)
/s/ Howard S. Frank /s/ Howard S. Frank
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Howard S. Frank Howard S. Frank
Vice Chairman of the Board of Vice Chairman of the Board of
Directors and Chief Operating Directors and Chief Operating
Officer Officer
CARNIVAL CORPORATION CARNIVAL PLC
/s/ Gerald R. Cahill /s/ Gerald R. Cahill
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Gerald R. Cahill Gerald R. Cahill
Executive Vice President and Chief Executive Vice President and Chief
Financial and Accounting Officer Financial and Accounting Officer
(Principal Financial Officer and (Principal Financial Officer and
Principal Accounting Officer) Principal Accounting Officer)
/s/ Richard G. Capen, Jr. /s/ Richard G. Capen, Jr.
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Richard G. Capen, Jr. Richard G. Capen, Jr.
Director Director
/s/ Robert H. Dickinson /s/ Robert H. Dickinson
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Robert H. Dickinson Robert H. Dickinson
Director Director
/s/ Arnold W. Donald /s/ Arnold W. Donald
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Arnold W. Donald Arnold W. Donald
Director Director
/s/ Pier Luigi Foschi /s/ Pier Luigi Foschi
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Pier Luigi Foschi Pier Luigi Foschi
Director Director
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Richard J. Glasier Richard J. Glasier
Director Director
/s/ Sarah Hogg /s/ Sarah Hogg
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Baroness Hogg Baroness Hogg
Director Director
/s/ A. Kirk Lanterman /s/ A. Kirk Lanterman
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A. Kirk Lanterman A. Kirk Lanterman
Director Director
/s/ Modesto A. Maidique /s/ Modesto A. Maidique
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Modesto A. Maidique Modesto A. Maidique
Director Director
/s/ John P. McNulty /s/ John P. McNulty
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John P. McNulty John P. McNulty
Director Director
CARNIVAL CORPORATION CARNIVAL PLC
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Sir John Parker Sir John Parker
Director Director
/s/ Peter G. Ratcliffe /s/ Peter G. Ratcliffe
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Peter G. Ratcliffe Peter G. Ratcliffe
Director Director
/s/ Stuart Subotnick /s/ Stuart Subotnick
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Stuart Subotnick Stuart Subotnick
Director Director
/s/ Uzi Zucker /s/ Uzi Zucker
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Uzi Zucker Uzi Zucker
Director Director
EXHIBIT INDEX
EXHIBIT DESCRIPTION
4.1 Third Amended and Restated Articles of Incorporation of Carnival
Corporation (incorporated by reference to the joint Current Report on
Form 8-K of Carnival Corporation and Carnival plc, filed on April 17,
2003).
4.2 Amended and Restated By-laws of Carnival Corporation (incorporated
by reference to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc, filed on April 17, 2003).
4.3 Articles of Association of Carnival plc (incorporated by reference to
the Carnival plc's Current Report on Form 8-K, filed on April 17,
2003).
4.4 Memorandum of Association of Carnival plc (incorporated by reference
to Carnival plc's Current Report on Form 8-K, filed on April 17,
2003).
4.5 Voting Trust Deed, dated as of April 17, 2003, between Carnival
Corporation and The Law Debenture Trust Corporation (Cayman) Limited,
as trustee (incorporated by reference to the joint Current Report on
Form 8-K of Carnival Corporation and Carnival plc, filed on April 17,
2003).
4.6 Pairing Agreement, dated as of April 17, 2003, between Carnival
Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as
trustee, and SunTrust Bank, as transfer agent (incorporated by
reference to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc, filed on April 17, 2003).
4.7 SVE Special Voting Deed, dated as of April 17, 2003 between Carnival
Corporation, DLS SVC Limited, P&O Princess Cruises, plc, The Law
Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law
Debenture Trust Corporation, P.L.C. (incorporated by reference to the
joint Current Report on Form 8-K of Carnival Corporation and Carnival
plc, filed on April 17, 2003).
4.8 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.16 to the joint Registration Statement on Form S-3/F-3 of
Carnival Corporation, Carnival plc and P&O Princess Cruises
International Limited, filed with the Commission on June 19, 2003).
5.1 Opinion of Tapia Linares y Alfaro.
5.2 Opinion of Maples and Calder.
5.3 Opinion of Freshfields Bruckhaus Deringer.
23.1 Consent of Tapia Linares y Alfaro (included with Exhibit 5.1).
23.2 Consent of Maples and Calder (included with Exhibit 5.2).
23.3 Consent of Freshfields Bruckhaus Deringer (included with Exhibit
5.3).
23.4 Consent of PricewaterhouseCoopers LLP, Independent Registered
Certified Public Accounting Firm.
24.1 Power of Attorney of certain officers and directors of Carnival
Corporation (included on the signature pages hereof).
24.2 Power of Attorney of certain officers and directors of Carnival plc
(included on the signature pages hereof).