-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lm9RzKhLOW2Z8s0bJFiCdGlnF/4Z3DQAEBFmfCG57oXJE8aUsiVYoJ794OOFTT3X 7Und8afDu0IGsU5vlOR+IQ== /in/edgar/work/20000724/0000950144-00-008986/0000950144-00-008986.txt : 20000921 0000950144-00-008986.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950144-00-008986 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000724 EFFECTIVENESS DATE: 20000724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL CARIBBEAN CRUISES LTD CENTRAL INDEX KEY: 0000884887 STANDARD INDUSTRIAL CLASSIFICATION: [4400 ] IRS NUMBER: 980081645 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42070 FILM NUMBER: 677456 BUSINESS ADDRESS: STREET 1: 1050 CARIBBEAN WAY CITY: MIAMI STATE: FL ZIP: 33132 BUSINESS PHONE: 3055396000 MAIL ADDRESS: STREET 1: 1050 CARIBBEAN WAY CITY: MIAMI STATE: FL ZIP: 33132 S-8 1 s-8.txt ROYAL CARIBBEAN CRUISES LTD. S-8 1 As filed with the Securities and Exchange Commission on July 24, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993 ----------- ROYAL CARIBBEAN CRUISES LTD. (Exact name of registrant as specified in its charter) LIBERIA 98-0081645 - -------------------------------- --------------------------------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 1050 Caribbean Way, Miami, Florida 33132 --------------------------------------------------- (Address of principal executive offices) (Zip Code) ROYAL CARIBBEAN CRUISES LTD. 2000 STOCK OPTION PLAN --------------------------------------------------- (Full title of the plan) ----------- MICHAEL J. SMITH, ESQ. Royal Caribbean Cruises Ltd. 1050 Caribbean Way Miami, Florida 33132 --------------------------------------------------- (Name and address of agent for service) (305) 539-6000 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) ----------- CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED SECURITIES TO MAXIMUM MAXIMUM BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED REGISTERED (1) (2) PER SHARE (3) OFFERING PRICE REGISTRATION FEE - ---------- ------------------ ------------- -------------- ---------------- Common Stock, par value $.01 8,000,000 per share Shares U.S.$18.91 U.S.$151,280,000 US$39,938
- -------------------- (1) Plus an indeterminate number of shares which may be issued as a result of anti-dilution provisions contained in the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) promulgated pursuant to the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Registrant's Common Stock on the New York Stock Exchange Composite tape on July 20, 2000. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT - -------------------------------------------------------------------------------- ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are incorporated in this Registration Statement by reference: 1. The Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 1999; 2. All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31, 1999. 3. The description of the Registrant's Common Stock set forth under the caption "Description of Registrant's Securities to be Registered" in the Registrant's Registration Statement on Form 8-A filed under the Securities Exchange Act of 1934, as amended, and any reports or amendments to the foregoing filed with the Securities and Exchange Commission for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing by the Registrant of a post-effective amendment hereto which indicates that all shares of Common Stock being offered pursuant to this Registration Statement have been sold or which deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Michael J. Smith, Esq. is Vice President, General Counsel and Secretary of the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The articles of incorporation of Royal Caribbean Cruises Ltd. (the "Company") provide that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Act of the Republic of Liberia, as amended (the "Business Corporation Act"). Section 6.13 of the Business Corporation Act provides as follows: "1. ACTIONS NOT BY OR IN RIGHT OF THE CORPORATION. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of 1 3 the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' 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 corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. "2. ACTIONS BY OR IN RIGHT OF THE CORPORATION. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit 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 corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. "3. WHEN DIRECTOR OR OFFICER SUCCESSFUL. To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs 1 or 2, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. "4. PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this section. "5. INSURANCE. A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in 2 4 such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section." Article VII of the registrant's By-Laws contain provisions to implement Section 6.13 of the Business Corporation Act. Registrant maintains director and officer liability insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------- ------------------------ 4 Royal Caribbean Cruises Ltd. 2000 Stock Option Plan 5 Opinion of Michael J. Smith, Esq. 23.1 Consent of Michael J. Smith, Esq. (included in Exhibit 5 to this Registration Statement) 23.2 Consent of PricewaterhouseCoopers LLP, independent certified public accountants ITEM 9. UNDERTAKINGS The undersigned Registrant 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 to this 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. 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. 4. That, for purposes of determining any liability under the Act, each filing of the Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is 3 5 incorporated by reference in this 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. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, 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 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. 4 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the 21st day of July, 2000. ROYAL CARIBBEAN CRUISES LTD. (Registrant) By: /s/ RICHARD D. FAIN ------------------------------------- Richard D. Fain Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below as of July 21, 2000, by the following persons in the capacities indicated: SIGNATURE TITLE - --------- ----- /s/ RICHARD D. FAIN Chairman, Chief Executive Officer and - ---------------------------- Director (Principal Executive Officer) Richard D. Fain /s/ RICHARD J. GLASIER Executive Vice President and Chief - ---------------------------- Financial Officer (Principal Financial Richard J. Glasier Officer) /s/ BLAIR H. GOULD Vice President and Controller - ---------------------------- (Principal Accounting Officer) Blair H. Gould /s/ TOR ARNEBERG Director - ---------------------------- Tor Arneberg - ---------------------------- Director Bernard W. Aronson /s/ JOHN D. CHANDRIS Director - ---------------------------- John D. Chandris /s/ KASPAR K. KIELLAND Director - ---------------------------- Kaspar K. Kielland /s/ LAURA LAVIADA Director - ---------------------------- Laura Laviada 5 7 /s/ JANNIK LINDBAEK Director - ---------------------------- Jannik Lindbaek /s/ EYAL OFER Director - ---------------------------- Eyal Ofer /s/ THOMAS J. PRITZKER Director - ---------------------------- Thomas J. Pritzker /s/ WILLIAM K. REILLY Director - ---------------------------- William K. Reilly /s/ EDWIN W. STEPHAN Director and Vice Chairman - ---------------------------- Edwin W. Stephan /s/ ARNE WILHELMSEN Director - ---------------------------- Arne Wilhelmsen * By: ---------------------- Richard D. Fain, as Attorney in Fact Authorized Representative in the United States: By: /s/ RICHARD D. FAIN ---------------------- Richard D. Fain 6 8 EXHIBIT INDEX EXHIBIT SEQUENTIALLY NUMBER DESCRIPTION OF DOCUMENT NUMBERED PAGE - ------ ----------------------- ------------- 4 Royal Caribbean Cruises Ltd. 2000 Stock Option Plan, as amended 5 Opinion of Michael J. Smith, Esq., 23.1 Consent of Michael J. Smith, Esq. (included in Exhibit 5 to this Registration Statement) 23.2 Consent of PricewaterhouseCoopers LLP, independent certified public accountants 7 EX-4 2 ex4.txt 2000 STOCK OPTION PLAN 1 EXHIBIT 4 ROYAL CARIBBEAN CRUISES LTD. 2000 STOCK OPTION PLAN 2 TABLE OF CONTENTS PAGE ---- 1. Purpose.........................................................1 2. Eligibility......................................................1 3. Stock Subject to the Plan........................................1 4. Granting of Options..............................................2 5. Listing and Registration of Shares...............................6 6. Administration...................................................7 7. Adjustments......................................................8 8. Acquisitions.....................................................9 9. Amendment or Discontinuance of the Plan..........................9 10. Absence of Rights...............................................10 11. Shareholder Approval............................................10 12. No Obligation to Exercise Option................................11 13. Withholding.....................................................11 14. Termination of Plan.............................................11 15. Governing Law...................................................11 3 ROYAL CARIBBEAN CRUISES LTD. 2000 STOCK OPTION PLAN 1. PURPOSE. The 2000 Stock Option Plan (the "Plan") is intended to enable Royal Caribbean Cruises Ltd. (the "Company") and any subsidiary corporation of the Company to attract and retain capable directors, officers and other key employees, and to provide them with incentives to promote the best interests of the Company and its subsidiaries through the grant of stock options ("Options") under the Plan. As used in the Plan, the term "subsidiary" shall mean any corporation (whether or not in existence at the time the Plan is adopted) which, at the time an Option is granted, is a subsidiary of the Company, as defined in section 424(f) of the Internal Revenue Code of 1986, as amended ("Code"). 2. ELIGIBILITY. The persons eligible to receive Options (the "Eligible Individuals") under the Plan shall be directors, officers and other key employees of the Company and/or its subsidiaries who may be designated by the Stock Option Committee of the Company's Board of Directors (the "Committee"). 3. STOCK SUBJECT TO THE PLAN. Subject to adjustment as provided in Section 7 hereof, 8,000,000 shares (the "Shares") of $.01 par value common stock of the Company (the "Common Stock"), shall be available for the grant of Options under the Plan, which shares may be authorized but unissued Shares or reacquired Shares, as the Company shall determine. 4 If any Option granted under the Plan expires or otherwise terminates, in whole or in part, without having been exercised, the Shares subject to the unexercised portion of such Option shall be available for the granting of Options under the Plan as fully as if such shares had never been subject to an Option. 4. GRANTING OF OPTIONS. From time to time until the expiration or earlier termination of the Plan, the Committee may grant Options to Eligible Individuals (such grantees are hereinafter referred to as "Optionees") under the Plan. Options granted pursuant to the Plan shall be in such form as the Committee shall from time to time approve, and shall be subject to the following terms and conditions: (a) PRICE. The Option price per share under each Option granted under the Plan shall be determined and fixed by the Committee in its discretion but shall not be less than 100% of the fair market value ("FMV") of a Share, as determined by the Committee, on the date of grant of such Option. (b) TERM. Subject to earlier termination as provided in (d), (e) and (f) below, the duration of each Option shall be not more than ten years from the date of grant. (c) EXERCISE AND PAYMENT. (1) EXERCISE. Options shall be exercisable in such installments and on such dates, as the Committee may designate in the Option Agreement. However, if not designated otherwise, such Options shall become exercisable to the extent of forty (40) percent of the Shares subject thereto two (2) years after the date of grant, and to the extent of an additional twenty (20) percent of such Shares at the end of each of the three (3) succeeding years. Except as otherwise provided in Subsections (d), (e) and (f) below, Options shall only be 2 5 exercisable by an Optionee while he remains in the employ of the Company or any subsidiary. Notwithstanding the foregoing, the Committee may accelerate the exercise date of any outstanding Options in its discretion, if it deems such acceleration to be desirable. Options will become immediately exercisable in full in the event of the Optionee's death or disability (as defined in (e) below) while an employee of the Company. Except as otherwise provided in Subsections (d) through (f) below, Options shall only be exercisable by the Optionee while he or she remains an employee or a director of the Company or any subsidiary. Any Shares which may be purchased upon exercise of an Option, the right to the purchase of which has accrued and not been terminated, may be purchased at any time up to the expiration or termination of the Option. Options to the extent exercisable may be exercised, in whole or in part, from time to time by giving 15 days' written notice of exercise to the Secretary of the Company at its principal office, specifying the number of Shares to be purchased and accompanied by payment in full of the aggregate purchase price for such Shares. Only full Shares shall be delivered, and any fractional share which might otherwise be deliverable upon exercise of an Option granted hereunder shall be paid in cash. (2) MANNER OF PAYMENT. The purchase price shall be payable: (A) In cash or its equivalent; 3 6 (B) In whole or in part, through the transfer of Shares previously acquired by the Optionee; or (C) In any combination of (A) or (B) above. In the event such purchase price is paid, in whole or in part, with Shares, the portion of the purchase price paid shall be equal to the FMV on the date of exercise of the Option of the Shares so tendered in payment of such purchase price. (d) DEATH OF OPTIONEE. If an Optionee's employment or service as a director terminates by reason of his or her death prior to the expiration date of his or her Option, such Option may be exercised in whole or in part by the Optionee's estate, personal representative or beneficiary who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of the Optionee (a "Successor"). If an Optionee whose employment or service as a director is terminated (as described in Subsections (e) or (f) below) shall die following his or her termination of employment or service as a director but prior to the expiration date of his or her Option or expiration of the period determined under Subsections (e) or (f) below, if earlier, such Option may be exercised by a Successor to the extent of the number of Shares with respect to which the Optionee could have exercised it on the date of his or her death. A Successor may exercise an Option at any time prior to the earlier of (i) one year following the date of the Optionee's death, or such later time not to exceed an additional year as the Committee may from time to time determine in its discretion on a case by case basis, or (ii) the expiration date of such Option (which, in the case of death following a termination of employment or service as a director pursuant to Subsections (e) or (f) below, shall mean the expiration of the exercise period determined thereunder). 4 7 (e) DISABILITY OF OPTIONEE. If an Optionee shall become disabled (within the meaning of Section 22(e)(3) of the Code) during his or her employment or service as a director with the Company or any subsidiary and his or her employment or service as a director is terminated as a consequence of such disability, prior to the expiration date of his Option, such Option may be exercised, in whole or in part, by the Optionee at any time prior to the earlier of (i) one year following the date of the Optionee's termination of employment or service as a director, or such later time not to exceed an additional year as the Committee may from time to time determine in its discretion on a case by case basis, or (ii) the expiration date of such Option. In the event of the Optionee's legal disability, such Option may be so exercised by the Optionee's legal representative. (f) TERMINATION OF EMPLOYMENT OR SERVICE AS A DIRECTOR. If an Optionee's employment or service as a director with the Company and all subsidiaries is terminated prior to the expiration date of his or her Option (regardless of whether such termination is initiated by the Optionee, the Company or a subsidiary, or otherwise), such Option may be exercised by the Optionee, to the extent of the number of Shares with respect to which the Optionee could have exercised it on the date of such termination, at any time prior to the earlier of (i) three months after the date of such termination, or such later time not to exceed an additional nine months as the Committee may from time to time determine in its discretion on a case by case basis, or (ii) the expiration date of such Option. 5 8 A leave of absence with the written consent of the Company shall not be deemed to terminate the Optionee's employment or service as a director for purposes of this Plan. (g) NON-TRANSFERABILITY. No Option shall be assignable or transferable by the Optionee otherwise than by will or by the laws of descent and distribution, and during the lifetime of the Optionee, his or her options shall be exercisable only by him or her or by his or her guardian or legal representative. (h) RIGHTS AS A SHAREHOLDER. An Optionee shall have no rights as a shareholder with respect to any Shares covered by his or her Option until the issuance of a stock certificate to him or her for such Shares. (i) OPTION AGREEMENT AND FURTHER CONDITIONS. As soon as practicable after the grant of an Option, each Optionee shall be given, acknowledged and bound by the terms of a stock option award certificate ("Option Agreement") which shall state the number of Shares to which the Option pertains and contain such terms, conditions and restrictions regarding the Option not inconsistent with the Plan as the Committee shall determine. Without limiting the generality of the foregoing, the Committee, in its discretion, may impose further conditions upon the exercisability of Options and restrictions on transferability with respect to Shares issued upon exercise of Options. 5. LISTING AND REGISTRATION OF SHARES. Each Option under the Plan shall be subject to the requirement that, if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification for exemption of the Option or Shares covered thereby upon any securities exchange or under the law of any jurisdiction, or the consent or approval of any governmental regulatory body, is necessary or 6 9 desirable as a condition of, or in connection with, the granting of such Option or the exercise thereof, then no such Option may be exercised, in whole or in part, unless and until such listing, registration, qualification for exemption, consent or approval shall have been affected or obtained on conditions acceptable to the Company. Each Optionee or his or her legal representative or beneficiary may also be required to give satisfactory assurance that Shares acquired upon exercise of an Option are being purchased for investment and not with a view to distribution, and certificates representing such Shares may be legended accordingly. 6. ADMINISTRATION. The Plan shall be administered by the Committee. Each member of the Committee, while serving as such, shall be deemed to be acting in his or her capacity as a director of the Company. Status as a member of the Committee shall not disqualify the member from eligibility to participate under the Plan. Subject to the terms of the Plan, the Committee shall have full and final authority in its absolute discretion to select the persons to whom Options shall be granted under the Plan and to set the date of grant and the other terms of such Options. The Committee also shall have the authority to establish and rescind, from time to time, such rules and regulations, not inconsistent with the provisions of the Plan for the proper administration of the Plan and Options granted hereunder, and to make such determinations and interpretations under, or in connection with, the Plan, as it deems necessary or advisable. The Committee may correct any defect, supply and omission and reconcile any inconsistency in this Plan and in any Option granted hereunder in the manner and to the extent it shall deem desirable. All such rules, regulations, determinations and 7 10 interpretations shall be binding and conclusive upon the Company and its subsidiaries, directors, officers, and employees (including former directors, officers, and employees of the Company and any subsidiary), upon their respective legal representatives, beneficiaries, successors and assigns, and upon all other persons claiming under or through any of them. No member of the Board of Directors of the Company or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted hereunder. 7. ADJUSTMENTS. The number of Shares which may be issued upon the exercise of Options granted under the Plan, as stated in Section 3 hereof, and the number of Shares issuable upon exercise of outstanding Options under the Plan (as well as the Option price per share under such outstanding Options), shall be equitably adjusted by the Committee to reflect any stock dividend, stock split, share combination, or similar change in the capitalization of the Company. In the event of a proposed dissolution, liquidation or sale of a substantial portion of the assets of the Company, or of a merger or consolidation in which holders of shares of Common Stock are to receive cash, securities or other property, the Committee shall, in its unlimited discretion, have the power prior to such event (a) to terminate all outstanding Options upon at least seven days' prior notice to each Optionee and, if the Committee deems it appropriate, to cause the Company to pay to each Optionee an amount in cash with respect to each Share to which a terminated Option pertains equal to the difference between the option price and the value, as determined by the Committee in its sole discretion, of the consideration to be received by the holders of shares of Common Stock in connection with such transaction or (b) to 8 11 provide for the exchange of Options under the Plan for options to acquire securities or other property to be delivered in connection with the transaction and in connection therewith to make an equitable adjustment, as determined by the Committee in its sole discretion, in the option price and number of Shares or amount of property subject to the Option and, if deemed appropriate, provide for a cash payment to Optionees in partial consideration for such exchange. 8. ACQUISITIONS. Notwithstanding any other provision of this Plan, Options may be granted hereunder in substitution for options held by directors, officers and employees of the Company or a subsidiary corporation as a result of a merger, consolidation, acquisition of assets or similar transaction by the Company or a subsidiary. The terms, including the option price, of the substitute options so granted may vary from the terms set forth in this Plan to such extent as the Committee may deem appropriate to conform, in whole or in part, to the provisions of the options in substitution for which they are granted. 9. AMENDMENT OR DISCONTINUANCE OF THE PLAN. Provided that no such suspension, discontinuance or amendment shall materially impair the rights of the holder of an outstanding Option without the consent of such holder, the Committee at any time, and from time to time may suspend or discontinue the Plan or amend it in any respect whatsoever, except that shareholder approval shall be required with respect to any amendment which would: (a) Change the class of individuals eligible to receive Options under the Plan; (b) Except as permitted under Section 7 hereof, increase the maximum number of shares of Common Stock with respect to which Options may be granted under the Plan; or 9 12 (c) Extend the duration of the Plan under Section 14 hereof with respect to any Option granted hereunder. 10. ABSENCE OF RIGHTS. The recommendation or selection of an Eligible Individual as a recipient of an Option under the Plan shall not entitle such person to any Option unless and until the grant actually has been made by appropriate action of the Committee and the Option Agreement is executed by the Optionee; and any such grant is subject to the provisions of the Plan. Further, the granting of an Option to a person shall not entitle that person to continue employment by the Company or a subsidiary (or to continue as a director of the Company or a subsidiary) or affect the terms and conditions of such employment (or service as a director), and the Company and its subsidiaries have the absolute right, in their discretion, to retire such person in accordance with their retirement policies or otherwise to terminate his or her employment or service as a director (consistent with provisions of the Company's Bylaws and other governing documents as may be applicable to any such director) whether or not such termination may result in a partial or total termination of his or her Options. 11. SHAREHOLDER APPROVAL. This Plan is effective as of September 2, 1999 (the date the Plan was adopted by the Board); provided, however, the Plan must be approved by the Company's shareholders before any Options may be exercised. 10 13 12. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall impose no obligation upon an Optionee to exercise such Option. 13. WITHHOLDING. The obligation of the Company to deliver Common Stock upon the exercise of any option (or cash in lieu thereof) shall be subject to any applicable federal, state and local tax withholding requirements; and, as a condition to the exercise of an Option, the Company may require the Optionee to pay over to it the amount of any such withholding tax. 14. TERMINATION OF PLAN. No Option may be granted after September 1, 2009, provided, however, that the Plan and all outstanding Options shall remain in effect until such Options have expired or are terminated in accordance with the Plan. 15. GOVERNING LAW. With respect to Options granted pursuant to the Plan and the Option Agreements thereunder, the Plan, such Option Agreements and any Options granted pursuant thereto shall be governed by the applicable Code provisions to the maximum extent possible. Otherwise, the operation of, and the rights of Eligible Individuals under, the Plan, the Option Agreements and any Options granted thereunder shall be governed by applicable federal law and, to the extent not governed by federal law, by the laws of the State of Florida. 11 14 IN WITNESS WHEREOF, ROYAL CARIBBEAN CRUISES LTD. has caused these presents to be duly executed, under seal, as of September 2, 1999. [SEAL] ROYAL CARIBBEAN CRUISES LTD. Attest: /s/ BRADLEY H. STEIN By: /s/ RICHARD J. GLASIER --------------------- --------------------------- Bradley H. Stein Richard J. Glasier Assistant Secretary Executive Vice President and Chief Financial Officer 12 EX-5 3 ex5.txt OPINION OF MICHEAL J.SMITH ESQ. 1 EXHIBIT 5 [ROYAL CARIBBEN CRUISES LTD. LETTERHEAD] July 20, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. Re: Royal Caribbean Cruises Ltd. 2000 Stock Option Plan Dear Sir or Madam: I am the General Counsel of Royal Caribbean Cruises Ltd., a Liberian corporation (the "Company"), and I have acted in that capacity in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of the Corporation's Registration Statement on Form S-8 (the "Registration Statement") of 8,000,000 shares of the Company's Common Stock, par value $.01 per share (the "Shares"), issuable upon exercise of options granted under the Company's 2000 Stock Option Plan (the "Plan"). In furnishing this opinion, I have examined copies of the Articles of Incorporation and By-laws of the Company, as amended, the Plan, and such other papers, documents and certificates of public officials as I have deemed necessary and relevant to provide a basis for the opinions set forth below. In making such examinations, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as copies. This opinion is limited to the laws of the Republic of Liberia. In rendering this opinion, I have relied solely upon the Liberian Business Corporation Act of 1976 (Title 5 of the Liberian Code of Laws Revised, effective January 3, 1977, as amended), as contained in pamphlets and materials delivered to me by Liberian International Ship & Corporate Registry, LLC which, according to Liberian International Ship & Corporate Registry, LLC remains, to the best of their knowledge, in effect on the date hereof. 2 On the basis of the foregoing, I am of the opinion that the issuance by the Company of the Shares in connection with the exercise of stock options properly granted under the Plan has been validly authorized by all necessary corporate action on the part of the Company and such Shares, upon exercise and payment thereof in accordance with the terms of the Plan, will be duly and validly issued and outstanding, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Please be advised that I am a member of the Bar of the State of Florida and am not licensed to practice law in any other jurisdiction. This opinion may not, without my prior written consent, be used or relied upon by any other person other than the addressee. Very truly yours, /s/ MICHAEL J. SMITH - ---------------------- Michael J. Smith General Counsel EX-23.2 4 ex23-2.txt CONSENT OF PRICEWATERHOUSECOOPER LLP. 1 Exhibit 23.2 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 28, 2000 appearing on page F-2 of Royal Caribbean Cruises Ltd.'s Annual Report on Form 20-F for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Miami, Florida July 21, 2000 -----END PRIVACY-ENHANCED MESSAGE-----