As filed with the Securities and Exchange Commission on March 27, 2002
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 of incorporation or organization) |
(IRS Employer Identification No.) |
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 per share |
5,000,000 Shares | U.S.$23.13 | U.S.$115,650,000 | US$10,640 | ||||||||||||
| (1) | Plus an indeterminate number of shares which may be issued as a result of anti-dilution provisions contained in the Plan. | |
| (2) | Registrant previously registered an aggregate of 8,000,000 shares of common stock under Registration Statement No. 333-42070 on Form S-8 offered pursuant to Registrant’s 2000 Stock Option Plan. The amount to be registered above represents the registration of an additional number of shares offered pursuant to such stock option plan. | |
| (3) | 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 March 20, 2002. |
| PART II | ||||||||
| INFORMATION REQUIRED IN THE REGISTRATION STATEMENT | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| 2000 STOCK OPTION PLAN, AS AMENDED | ||||||||
| OPINION OF MICHAEL J. SMITH, ESQ | ||||||||
| PRICEWATERCOOPERS LLP | ||||||||
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement covers the registration of additional securities of the same class as other securities for which a Registration Statement filed on Form S-8 (No. 333-42070) relating to Registrant’s 2000 Stock Option Plan are effective. The contents of Registration Statement No. 333-42070 are hereby incorporated in this Registration Statement by reference.
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 25th day of March, 2002.
ROYAL CARIBBEAN CRUISES LTD.
(Registrant)
By: /s/ RICHARD D. FAIN
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below as of March 25, 2002 by the following persons in the capacities indicated:
| Signature | Title | |
| /s/ RICHARD D. FAIN Richard D. Fain |
Chairman, Chief Executive Officer and Director (Principal Executive Officer) |
|
| /s/ RICHARD J. GLASIER Richard J. Glasier |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
| /s/ BLAIR H. GOULD Blair H. Gould |
Vice President and Controller (Principal Accounting Officer) |
|
| /s/ TOR ARNEBERG Tor Arneberg |
Director | |
| /s/ BERNARD W. ARONSON Bernard W. Aronson |
Director | |
| /s/ JOHN D CHANDRIS John D. Chandris |
Director | |
| /s/ARVID GRUNDEKJOEN Arvid Grundekjoen |
Director | |
| /s/ LAURA LAVIADA Laura Laviada |
Director |
| /s/ EYAL OFER Eyal Ofer |
Director | |
| /s/ THOMAS J. PRITZKER Thomas J. Pritzker |
Director | |
| /s/ WILLIAM K. REILLY William K. Reilly |
Director | |
| /s/ EDWIN W. STEPHAN Edwin W. Stephan |
Director and Vice Chairman | |
| /s/ ARNE WILHELMSEN Arne Wilhelmsen |
Director |
Authorized Representative in the United States:
By: /s/ RICHARD D.
FAIN
EXHIBIT INDEX
| Exhibit | ||
| Number | Description of Document | |
| 4 | Royal Caribbean Cruises Ltd. 2000 Stock Option Plan, as amended | |
| 5 | Opinion of Michael J. Smith, Esq., General Counsel to Registrant | |
| 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 |