As filed with the Securities and Exchange Commission on May 30, 2003.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CARNIVAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
REPUBLIC OF PANAMA 59-1562976
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3655 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178-2428
(Address of Principal Executive Offices)
THE CARNIVAL CORPORATION
"FUN SHIP" NONQUALIFIED SAVINGS PLAN
(Full Title of the Plan)
ARNALDO PEREZ Telephone number,
SR. VICE PRESIDENT, GENERAL COUNSEL & SECRETARY including area code,
CARNIVAL CORPORATION of agent for service:
3655 N.W. 87TH AVENUE (305) 599-2600
MIAMI, FLORIDA 33178-2428
(Name and Address of Agent For Service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price (1) Fee
- ----------------------------------------------------------------------------------------------------------
Deferred Compensation $30,000,000 100% $30,000,000 $2,427
Plan Obligations(1)(2)
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(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purposes of determining the
registration fee.
(2) The Deferred Compensation Plan Obligations (the "Obligations") are
unsecured obligations of Carnival Corporation to pay deferred compensation in
the future in accordance with the terms of The Carnival Corporation "Fun Ship"
Nonqualified Savings Plan (the "Plan").
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 $30,000,000 of Obligations to be issued
under the Plan. On January 8, 1998, the Registrant filed a registration
statement (the "Original Registration Statement") on Form S-8 (File No.
33-43885) with respect to the issuance of $30,000,000 of Obligations under the
Plan. The contents of the Original Registration Statement are hereby
incorporated in this registration statement by reference.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's third amended and restated articles of incorporation
and by-laws, which were adopted on April 17, 2003, 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 Registrant shall indemnify such person by reason of the fact that he is or
was one of the Registrant'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 the
Registrant's or Carnival plc's employees or agents or is or was serving at the
Registrant'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 the Registrant'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. The
Registrant has entered into agreements with each of its directors providing
essentially the same indemnities as are described in the Registrant'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.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the undersigned 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 30th
day of May 2003.
CARNIVAL CORPORATION
By: /s/ Micky Arison
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Micky Arison
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Carnival
Corporation., hereby severally constitute Micky Arison or Howard S. Frank, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
amendments (including post-effective amendments) to said Registration Statement,
and generally to do all such things in our name and behalf in the capacities
indicated below to enable Carnival Corporation to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 30th day of May 2003.
SIGNATURE TITLE
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/s/ Micky Arison
- ----------------------------- Chairman of the Board of Directors
Micky Arison and Chief Executive Officer
/s/ Howard S. Frank
- ----------------------------- Vice Chairman of the Board of
Howard S. Frank Directors and Chief Operating Officer
/s/ Gerald R. Cahill
- ----------------------------- Senior Vice President-Finance and
Gerald R. Cahill Chief Financial and Accounting Officer
/s/ Richard G. Capen, Jr.
- ----------------------------- Director
Richard G. Capen, Jr.
/s/ Robert H. Dickinson
- ----------------------------- Director
Robert H. Dickinson
II-3
SIGNATURE TITLE
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/s/ Arnold W. Donald
- ----------------------------- Director
Arnold W. Donald
/s/ Pier Luigi Foschi
- ----------------------------- Director
Pier Luigi Foschi
/s/ Baroness Hogg
- ----------------------------- Director
Baroness Hogg
/s/ A. Kirk Lanterman
- ----------------------------- Director
A. Kirk Lanterman
/s/ Modesto A. Maidique
- ----------------------------- Director
Modesto A. Maidique
/s/ Sir John Parker
- ----------------------------- Director
Sir John Parker
/s/ Peter Ratcliffe
- ----------------------------- Director
Peter Ratcliffe
/s/ Stuart Subotnick
- ----------------------------- Director
Stuart Subotnick
/s/ Uzi Zucker
- ----------------------------- Director
Uzi Zucker
II-4
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4.1 Carnival Corporation "Fun Ship" Nonqualified Savings
Plan (incorporated by reference to Exhibit No. 10.6
to the Registrant's Annual Report on Form 10-K for
the fiscal year ended November 30, 1997).
4.2 Amendment to the Plan (incorporated by reference to
Exhibit No. 10.33 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended November 30,
1999).
4.3 Amendment to the Plan (incorporated by reference to
Exhibit No. 10.34 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended November 30,
2000).
4.4 Amendment to the Plan (incorporated by reference to
Exhibit No. 10.37 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended November 30,
2001).
5.1 Opinion of Tapia, Linares y Alfaro as to legality of
the Obligations.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Tapia, Linares y Alfaro (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
II-5
EXHIBIT 5.1
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May 30, 2003
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
U. S. A.
RE: Registration Statement on Form S-8
Dear Sirs:
In connection with the Registration Statement on Form S-8 (the "Registration
Statement"), filed on May 30, 2003 by Carnival Corporation (the "Company") with
the Securities and Exchange Commission for the registration under the Securities
Act of 1933, as amended (the "Act"), of $30,000,000 in obligations (the
"Obligations") of the Company pursuant to The Carnival Corporation "Fun Ship"
Nonqualified Savings Plan (the "Plan"), we have been requested to render our
opinion as to the legality of the Obligations.
In this connection, we have examined (i) originals, photocopies or conformed
copies of the Registration Statement, including exhibits and amendments thereto,
(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 fact as we have considered necessary in order to form a basis of the
opinions hereinafter expressed. 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. We have relied as to matters
of fact upon certificates of officers of the Company.
Based on the foregoing, we are of the opinion that the Obligations, when issued
and delivered as contemplated by the Registration Statement and the Plan, will
be duly authorized and will constitute valid and binding obligations of the
Company, except as enforcement thereof may be limited by bankruptcy, insolvency
or other laws of general applicability relating to or affecting enforcement of
creditors' rights or by general principals of equity.
Carnival Corporation
May 30, 2003
Page 2
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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 hereby consent to all references to our firm in the Registration Statement
and the filing by the Company of this as an Exhibit to the Registration
Statement.
Very truly yours,
/s/ Mario E. Correa
- ---------------------
Mario E. Correa
MEC/ocb
EXHIBIT 23.1
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 29, 2003 relating to the
financial statements, which appears in the 2002 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, 2002,
as amended.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Miami, Florida
May 29, 2003