S-8 1 forms-8.txt FORM S-8 REGISTRATION STATEMENT 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