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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
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(Address of principal executive offices) (Zip Code)
ROYAL CARIBBEAN CRUISES LTD.
2000 STOCK OPTION PLAN
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(Full title of the plan)
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MICHAEL J. SMITH, ESQ.
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132
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(Name and address of agent for service)
(305) 539-6000
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
---------- ------------------ ------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common
Stock, par
value $.01 8,000,000
per share Shares U.S.$18.91 U.S.$151,280,000 US$39,938
</TABLE>
--------------------
(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.
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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
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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
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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
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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.
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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
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/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
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EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF DOCUMENT NUMBERED PAGE
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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
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