As filed with the Securities and Exchange Commission on May 4, 2005.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CARNIVAL PLC
(Exact name of registrant as specified in its charter)
ENGLAND AND WALES 98-0357772
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
__________________________
Carnival House,
5 Gainsford Street,
London, SE1 2NE
United Kingdom
011 44 20 7940 5381
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Carnival plc 2005 Employee Stock Purchase Plan
(Full title of the plan)
Carnival Corporation
Carnival Place,
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(Name and address of agent for service)
(305) 599-2600
(Telephone number, including area code, of agent for service)
__________________________
COPIES TO:
Arnaldo Perez John C. Kennedy
Carnival Place, Lawrence G. Wee
3655 N.W. 87th Avenue Paul, Weiss, Rifkind, Wharton & Garrison LLP
Miami, Florida 33178-2428 1285 Avenue of the Americas
New York, New York 10019-6064
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 (2) Price Registration Fee
---------------------------------------------------------------------------------------------------------------
Ordinary shares, represented by 2,000,000 shares $51.50 $103,000,000.00 $12,124.00
American Depositary Shares (1)
---------------------------------------------------------------------------------------------------------------
(1) The American Depositary Shares are evidenced by American Depositary
Receipts and each represents one Ordinary Share of $1.66 each. The
American Depositary Shares are traded on the New York Stock Exchange.
The Ordinary Shares, represented by American Depositary Shares, of
Carnival plc (the "Registrant") are being registered for issuance
pursuant to the Carnival plc 2005 Employee Stock Purchase Plan (the
"Plan"). In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement covers an indeterminate number of
additional shares as may be required to be issued in the event of an
adjustment as a result of an increase in the number of issued Ordinary
Shares resulting from a subdivision of such shares, stock dividends or
certain other capital adjustments.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1) and Rule 457(c) under the
Securities Act of 1933. Such estimate has been computed based on the
average of the high and low sales prices on the NYSE on April 29, 2005
for the American Depositary Shares of Carnival plc.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
The information required by Item 1 is included in documents made
available to participants in the Carnival plc 2005 Employee Stock Purchase Plan
(the "Plan") pursuant to Rule 428(b)(1) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required by Item 2 is included in documents sent
or given to participants in the Plan covered by this Registration Statement
pursuant to Rule 428(b)(1) of the Securities Act. The Registrant will provide to
the participants of the Plan a written statement advising them of the
availability without charge, upon written or oral request, of the documents
incorporated by reference herein, as required by Item 2 of Part I of Form S-8.
The statement also shall indicate the availability without charge, upon written
or oral request, of other documents required to be delivered to employees
pursuant to Rule 428(b). The statement shall include the address (giving title
or department) and telephone number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference in this Registration
Statement:
1. the joint Annual Report of the Registrant and Carnival Corporation
on Form 10-K for the year ended November 30, 2004 filed on
February 14, 2005; and
2. the description of the Ordinary Shares as set forth in the
Registrant's Registration Statement on Form 8-A filed on March 20,
2003, and any further amendment or report filed for the purposes
of updating such description; and
3. the joint Quarterly Report of the Registrant and Carnival
Corporation on Form 10-Q for the quarter ended February 28, 2005
filed on April 7, 2005;
4. the joint Current Report of the Registrant and Carnival
Corporation on Form 8-K filed on February 16, 2005; and
5. the joint Current Report of the Registrant and Carnival
Corporation on Form 8-K filed on April 19, 2005.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all of such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
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
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Ordinary Shares to be offered hereunder has been
passed upon for the Registrant by Freshfields Bruckhaus Derringer. As of the
date hereof, any interest of counsel in the securities registered hereby is not
substantial.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 288 of the Registrant'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.
The Registrant has entered into agreements with each of its directors
providing essentially the same indemnities as are described in its articles of
association as described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
------- -----------
4.1 Articles of Association of Carnival plc, incorporated by reference
to Exhibit No. 3.3 to the joint Current Report on Form 8-K of
Carnival Corporation and Carnival plc filed on April 17, 2003.
4.2 Memorandum of Association of Carnival plc, incorporated by
reference to Exhibit No. 3.4 to the joint Current Report on Form
8-K of Carnival Corporation and Carnival plc filed on April 17,
2003.
4.3 Deposit Agreement between P&O Princess Cruises plc, Morgan
Guaranty Trust Company of New York, and holders and beneficial
owners from time to time of ADRs issued thereunder (incorporated
by reference from Exhibit 2.1 of P&O Princess Cruises plc's
Registration Statement on Form 20-F (Commission file number
1-15136)).
4.4 Carnival plc 2005 Employee Stock Purchase Plan.
5 Opinion of Freshfields Bruckhaus Deringer.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Freshfields Bruckhaus Deringer (included in Exhibit 5
to this Registration Statement).
ITEM 9. UNDERTAKINGS
(a) 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, 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; and
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining 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
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 thereof.
(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 Securities and Exchange
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
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 4, 2005.
CARNIVAL PLC
By: /s/ Micky Arison
-------------------------------
Name: Micky Arison
Title: 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 Gerald R. Cahill and Arnaldo Perez as
such person's true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and agents, and each of them, 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
attorneys-in-fact and agents, or any of them, or their 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 indicated effective May 4, 2005:
SIGNATURE TITLE
--------- -----
/s/ Micky Arison Chairman of the Board of Directors and Chief
---------------------------- Executive Officer
Micky Arison
/s/ Howard S. Frank Vice Chairman of the Board of Directors and Chief
---------------------------- Operating Officer
Howard S. Frank
/s/ Gerald R. Cahill Executive Vice President and Chief Financial and
---------------------------- Accounting Officer
Gerald R. Cahill
SIGNATURE TITLE
--------- -----
---------------------------- Director
Richard G. Capen, Jr.
/s/ Robert H. Dickinson
---------------------------- Director
Robert H. Dickinson
---------------------------- Director
Arnold W. Donald
/s/ Pier Luigi Foschi
---------------------------- Director
Pier Luigi Foschi
/s/ Richard J. Glasier
---------------------------- Director
Richard J. Glasier
---------------------------- Director
Baroness Hogg
/s/ A. Kirk Lanterman
---------------------------- Director
A. Kirk Lanterman
/s/ Modesto A. Maidique
---------------------------- Director
Modesto A. Maidique
/s/ John P. McNulty
---------------------------- Director
John P. McNulty
SIGNATURE TITLE
--------- -----
/s/ Sir John Parker
---------------------------- Director
Sir John Parker
/s/ Peter G. Ratcliffe
---------------------------- Director
Peter G. Ratcliffe
/s/ Stuart Subotnick
---------------------------- Director
Stuart Subotnick
/s/ Uzi Zucker
---------------------------- Director
Uzi Zucker
Pursuant to the requirements to Section 6(a) of the Securities Act, the
undersigned has signed this Registration Statement solely in the capacity of the
duly authorized representative of the Registrant in the United States on May 4,
2005.
CARNIVAL CORPORATION
By: /s/ Micky Arison
--------------------------------
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
4.1 Articles of Association of Carnival plc, incorporated by reference
to Exhibit No. 3.3 to the joint Current Report on Form 8-K of
Carnival Corporation and Carnival plc filed on April 17, 2003.
4.2 Memorandum of Association of Carnival plc, incorporated by
reference to Exhibit No. 3.4 to the joint Current Report on Form
8-K of Carnival Corporation and Carnival plc filed on April 17,
2003.
4.3 Deposit Agreement between P&O Princess Cruises plc, Morgan
Guaranty Trust Company of New York, and holders and beneficial
owners from time to time of ADRs issued thereunder (incorporated
by reference from Exhibit 2.1 of P&O Princess Cruises plc's
Registration Statement on Form 20-F (Commission file number
1-15136)).
4.4 Carnival plc 2005 Employee Stock Purchase Plan.
5 Opinion of Freshfields Bruckhaus Deringer.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Freshfields Bruckhaus Deringer (included in Exhibit 5
to this Registration Statement).