Securities Registration: Employee Benefit Plan (s-8)
29 6월 2023 - 2:03AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 28, 2023
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Form S-8
CARNIVAL CORPORATION |
|
Form S-8
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
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600 |
|
Carnival House
100 Harbour Parade
Southampton, SO15 1ST
United Kingdom
011 44 23 8065 5000 |
(Address, including zip code, and telephone
number, including area code, of
registrant’s principal executive offices)
Carnival Corporation 2020 Stock Plan
(Full title of the plan)
Enrique Miguez
General Counsel
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:
Sean C. Feller, Esq.
Gibson, Dunn & Crutcher LLP
2029 Century Park E
Los Angeles, CA 90067
(310) 552-8500
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
x |
Accelerated filer |
¨ |
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| Non-accelerated filer |
¨ (Do not check if a smaller reporting company) |
Smaller reporting company |
¨ |
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Emerging growth company |
¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, the registrants,
Carnival Corporation and Carnival plc, are filing this registration statement (“Registration Statement”) with respect
to the issuance of an additional 21,650,000 shares of Carnival Corporation common stock, par value $0.01 per share (the “Common
Stock”), and 21,650,000 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”), £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, 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 Carnival Corporation 2020 Stock Plan (the “Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of
1933 (the “Securities Act”). Such documents are not being filed with the Securities and Exchange Commission (the “Commission”),
but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
| Item 2. | Registration Information and Plan Annual Information. |
We will furnish without charge to each person to whom the prospectus
is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item
3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated
by reference to the information that is incorporated). Those documents are incorporated by reference in the Section 10(a) prospectus. Requests
should be directed to Carnival Corporation & plc, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428 Attention: General Counsel;
Telephone number (305) 599-2600.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
The following documents filed with the Commission by us are incorporated
by reference in this Registration Statement:
| (a) | Our latest Annual Report filed pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the “Exchange Act”), filed on Form 10-K
on January 27, 2023; |
| (d) | The description of the Common Stock, Trust Shares and Special Voting Share
contained in the Joint Registration Statement of Carnival Corporation and Carnival plc on Form S-3ASR (File no. 333-252433), filed on January 26, 2021, including any amendment or report filed for the purpose of updating such description. |
In addition, all documents subsequently filed by us pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, excluding any information furnished under Item 2.02 or Item 7.01 of any Current Report on
Form 8-K and corresponding information furnished under Item 9.01 or included as an exhibit, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document 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 document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable
| 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 and in so far as permitted by
the Companies Acts. the Company may: (a) indemnify any director, office or employee of the Company or of any associated company against
any liability pursuant to any qualifying third party indemnity provision or any qualifying pension scheme indemnity provision, or on any
other basis as is then lawful, in each case on such terms as the board may decide; and (b) purchase and maintain for any director,
officer or employee of the Company or of any associated company insurance against any liability. In this article “qualifying third
party indemnity provision”, “qualifying pension scheme provision” and “associated company” have meanings
that they have in Part 10 of the 2006 Act.”
Under the UK Companies Act 2006, 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 fine imposed in criminal proceedings, a sum payable to a regulatory authority by way of a penalty in respect of non-compliance
with any requirement of a regulatory nature, negligence, default, breach of duty or breach of trust of which he may be guilty in relation
to the company.
UK companies, however, may:
| |
· | purchase
and maintain liability insurance for officers and directors; and |
| |
· | 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 7. | Exemption from Registration Claimed. |
Not applicable.
EXHIBIT INDEX
| 4.6 | 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 Exhibit 4.3 to the joint Current Report on Form 8-K of Carnival Corporation and Carnival plc, filed on April 17, 2003). |
*Filed herewith.
The undersigned registrant hereby undertakes:
(a) (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 the 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 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; and |
| (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 the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by us 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 hereby 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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the 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 hereof.
(c) Insofar
as indemnification for liabilities arising under the Securities 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 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.
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 June 28, 2023.
| CARNIVAL CORPORATION |
|
CARNIVAL PLC |
| |
|
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| By: |
/s/ Enrique Miguez |
|
By: |
/s/ Enrique Miguez |
| |
Name: |
Enrique Miguez |
|
|
Name: |
Enrique Miguez |
| |
Title: |
General Counsel |
|
|
Title: |
General Counsel |
POWER OF ATTORNEY
Each of the undersigned directors and officers
of Carnival Corporation and Carnival plc hereby severally constitutes and appoints Enrique Miguez, as attorney-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 attorney-in-fact, 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 said attorney-in-fact 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 28,
2023.
| CARNIVAL CORPORATION |
|
CARNIVAL PLC |
| |
|
|
| /s/ Josh Weinstein |
|
/s/ Josh Weinstein |
| Josh Weinstein |
|
Josh Weinstein |
| President and Chief Executive Officer, Director |
|
President and Chief Executive Officer, Director |
| |
|
|
| /s/ David Bernstein |
|
/s/ David Bernstein |
| David Bernstein |
|
David Bernstein |
| Chief Financial Officer and Chief Accounting Officer |
|
Chief Financial Officer and Chief Accounting Officer |
| |
|
|
| /s/ Micky Arison |
|
/s/ Micky Arison |
| Micky Arison |
|
Micky Arison |
| Chair of the Board of Directors |
|
Chair of the Board of Directors |
| |
|
|
| /s/ Sir Jonathon Band |
|
/s/ Sir Jonathon Band |
| Sir Jonathon Band |
|
Sir Jonathon Band |
| Director |
|
Director |
| /s/ Jason Glen Cahilly |
|
/s/ Jason Glen Cahilly |
| Jason Glen Cahilly |
|
Jason Glen Cahilly |
| Director |
|
Director |
| |
|
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| /s/ Helen Deeble |
|
/s/ Helen Deeble |
| Helen Deeble |
|
Helen Deeble |
| Director |
|
Director |
| |
|
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| /s/ Jeffrey J. Gearhart |
|
/s/ Jeffrey J. Gearhart |
| Jeffrey J. Gearhart |
|
Jeffrey J. Gearhart |
| Director |
|
Director |
| |
|
|
| /s/ Katie Lahey |
|
/s/ Katie Lahey |
| Katie Lahey |
|
Katie Lahey |
| Director |
|
Director |
| |
|
|
| /s/ Sara Mathew |
|
/s/ Sara Mathew |
| Sara Mathew |
|
Sara Mathew |
| Director |
|
Director |
| |
|
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| /s/ Stuart Subotnick |
|
/s/ Stuart Subotnick |
| Stuart Subotnick |
|
Stuart Subotnick |
| Director |
|
Director |
| |
|
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| /s/ Laura Weil |
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/s/ Laura Weil |
| Laura Weil |
|
Laura Weil |
| Director |
|
Director |
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|
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| /s/ Randall J. Weisenburger |
|
/s/ Randall J. Weisenburger |
| Randall J. Weisenburger |
|
Randall J. Weisenburger |
| Director |
|
Director |
Carnival (PK) (USOTC:CUKPF)
과거 데이터 주식 차트
부터 12월(12) 2024 으로 1월(1) 2025
Carnival (PK) (USOTC:CUKPF)
과거 데이터 주식 차트
부터 1월(1) 2024 으로 1월(1) 2025
