As filed with the Securities and Exchange Commission on August 11, 2022
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROYAL
CARIBBEAN CRUISES LTD.
(Exact name of registrant as specified in its charter)
| Republic of 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.
2008 Amended and Restated Equity Incentive Plan
(Full title of the plan)
R. Alexander Lake
Senior
Vice President, Chief Legal Officer and Secretary
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)
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 ¨ | |
| Non-accelerated filer ¨ | Smaller reporting company ¨ | |
| 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
Royal Caribbean Cruises Ltd. (the “Company”) has filed this registration statement on Form S-8 (this “Registration Statement”) to register under the Securities Act of 1933, as amended (the “Act”), the offer and sale of 9,500,000 additional shares of its common stock, par value $0.01 per share (the “Common Stock”), under the Royal Caribbean Cruises Ltd. 2008 Amended and Restated Equity Incentive Plan (the “Plan”). The increase in shares reserved for issuance under the Plan was approved by the shareholders of the Company on June 2, 2022 and was effective as of such date.
Pursuant to General Instruction E to Form S-8, the contents of the Company’s prior registration statements on Form S-8 related to the Plan filed on February 4, 2009 (File no. 333-157097), October 27, 2010 (File No. 333-170170) and November 16, 2018 (File No. 333-228427) are incorporated herein by reference and made part of this Registration Statement, except as amended hereby, and this Registration Statement is only required to include those items specified by such instruction.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The contents of the following documents, which have previously been filed by the Company with the Securities and Exchange Commission (the “Commission”), are hereby incorporated in this Registration Statement by reference:
| c) | Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, filed with the Commission on July 29, 2022; |
| d) | The Company’s Current Reports on Form 8-K filed with the Commission on January 4, 2022, January 4, 2022, January 7, 2022, February 11, 2022 (excluding the information disclosed pursuant to Item 7.01 and exhibit 99.1 thereto), June 3, 2022, August 1, 2022, August 2, 2022, and August 8, 2022; |
| e) | The description of the Company’s Common Stock filed as Exhibit 4.10 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on February 26, 2021. |
Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof and prior to the filing 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 document except that the portion of any document “furnished” but not “filed” shall not be incorporated by reference herein.
Any statement contained in a document, all or a portion of which is incorporated or deemed to be 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 prior 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 5. | Interests of Named Experts and Counsel. |
Certain legal matters with respect to the offering of the shares of Common Stock registered hereby have been passed upon by R. Alexander Lake, Senior Vice President, Chief Legal Officer and Secretary of the Company.
| Item 8. | Exhibits. |
The documents listed hereunder are filed or incorporated by reference as exhibits hereto.
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 August 11, 2022.
| Royal Caribbean Cruises Ltd. | ||
| By: | /s/ NAFTALI HOLTZ | |
| Naftali Holtz | ||
| Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and as of the dates indicated:
| Signature | Title | Date | ||
| /s/ JASON T. LIBERTY | Director, President and Chief | |||
| Jason T. Liberty | Executive Officer (Principal Executive Officer) | August 11, 2022 | ||
| /s/ NAFTALI HOLTZ | Chief Financial Officer | |||
| Naftali Holtz | (Principal Financial Officer) | August 11, 2022 | ||
| /s/ HENRY L PUJOL | Senior Vice President and Chief | |||
| Henry L. Pujol | Accounting Officer | August 11, 2022 | ||
| (Principal Accounting Officer) | ||||
| * | ||||
| Richard D. Fain | Chairman | August 11, 2022 | ||
| * | ||||
| John F. Brock | Director | August 11, 2022 | ||
| * | ||||
| Stephen R. Howe Jr. | Director | August 11, 2022 | ||
| * | ||||
| William L. Kimsey | Director | August 11, 2022 | ||
| * | ||||
| Michael O. Leavitt | Director | August 11, 2022 | ||
| * | ||||
| Amy C. McPherson | Director | August 11, 2022 | ||
| * | ||||
| Maritza G. Montiel | Director | August 11, 2022 | ||
| * | ||||
| Ann S. Moore | Director | August 11, 2022 | ||
| * | ||||
| Eyal M. Ofer | Director | August 11, 2022 | ||
| * | ||||
| William K. Reilly | Director | August 11, 2022 | ||
| * | ||||
| Vagn O. Sørensen | Director | August 11, 2022 | ||
| * | ||||
| Donald Thompson | Director | August 11, 2022 | ||
| * | ||||
| Arne Alexander Wilhelmsen | Director | August 11, 2022 |
| * By: | ||
| /s/ NAFTALI HOLTZ | ||
| Name: Naftali Holtz | ||
| Title: Attorney-in-Fact |
Exhibit 5.1
August 11, 2022
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132
| Re: | Royal Caribbean Cruises Ltd. Registration Statement on Form S-8 |
Dear Sir or Madam:
As Senior Vice President, Chief Legal Officer and Secretary of Royal Caribbean Cruises Ltd., a Liberian corporation (the “Company”), I have participated in the preparation and filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Act”), of 9,500,000 shares of the Company’s Common Stock, par value $.01 per share (the “Shares”), to be offered to participants in the Royal Caribbean Cruises Ltd. 2008 Amended and Restated Equity Incentive Plan, as amended on June 2, 2022 (the “Plan”). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act.
In furnishing this opinion, and in my capacity as an attorney admitted to practice law in the State of New York and as authorized house counsel in the State of Florida, I have examined copies of the Registration Statement, the Articles of Incorporation and By-laws of the Company, as amended to date, the Plan, and such other papers, documents and certificates of public officials as I have deemed necessary and relevant to provide a basis for the opinions set forth below. In making such examinations, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as copies.
This opinion is limited to the laws of the Republic of Liberia. In rendering this opinion, I have relied solely upon the Liberian Business Corporation Act (Title 5 of the Liberian Code of Laws Revised, effective January 3, 1977, as amended), as contained in pamphlets and materials delivered to me by Liberian International Ship & Corporate Registry, LLC which, according to Liberian International Ship & Corporate Registry, LLC remains, to the best of their knowledge, in effect on the date hereof.
On the basis of and subject to the foregoing, I am of the opinion that the Shares, if and when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Securities and Exchange Commission.
This opinion is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. The opinions expressed in this letter speak only as of its date. I do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to my attention.
| Very truly yours, | |
| /s/ R. ALEXANDER LAKE | |
| Senior Vice President, Chief Legal Officer and Secretary |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Royal Caribbean Cruises Ltd. of our report dated March 1, 2022 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Royal Caribbean Cruises Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2021.
/s/ PricewaterhouseCoopers LLP
Hallandale Beach, Florida
August 11, 2022
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Jason T. Liberty, Naftali Holtz and R. Alexander Lake, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign in his or her name this registration statement on Form S-8 with respect to 9,500,000 shares of the common stock of Royal Caribbean Cruises Ltd. (the “Company”) issuable pursuant to the Company’s 2008 Amended and Restated Equity Incentive Plan and any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand as of August 11, 2022
| /s/ John F. Brock | /s/ Richard D. Fain | |
| John F. Brock – Director | Richard D. Fain – Chairman | |
| /s/ Stephen R. Howe Jr. | /s/ William L. Kimsey | |
| Stephen R. Howe Jr. – Director | William L. Kimsey – Director | |
| /s/ Michael O. Leavitt | /s/ Amy C. McPherson | |
| Michael O. Leavitt – Director | Amy C. McPherson – Director | |
| /s/ Maritza G. Montiel | /s/ Ann S. Moore | |
| Maritza G. Montiel – Director | Ann S. Moore – Director | |
| /s/ Eyal M. Ofer | /s/ William K. Reilly | |
| Eyal M. Ofer – Director | William K. Reilly – Director | |
| /s/ Vagn O. Sørensen | /s/ Donald Thompson | |
| Vagn O. Sørensen – Director | Donald Thompson – Director | |
| /s/ Arne Alexander Wilhelmsen | ||
| Arne Alexander Wilhelmsen – Director |
Exhibit 107.1
Calculation of Filing Fee Table
Form S-8
(Form Type)
Royal Caribbean Cruises Ltd.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit(3) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||
| Equity | Common Stock, $0.01 Par Value | Rule 457(c) and (h) | 9,500,000 | (2) | $ | 39.66 | $ | 376,770,000.00 | $ | 0.0000927 | $ | 34,926.58 | ||||||||||||
| Total Offering Amounts | $ | 34,926.58 | ||||||||||||||||||||||
| Total Fee Offsets | - | |||||||||||||||||||||||
| Net Fee Due | $ | 34,926.58 | ||||||||||||||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares of Common Stock registered hereunder includes such indeterminate number of additional shares of Common Stock as may be offered or issued in the future to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Represents 9,500,000 additional shares of Common Stock that will become available for issuance pursuant to the 2008 Amended and Restated Equity Incentive Plan. |
| (3) | Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based upon the average of the high and low sales prices of the shares of the Company’s common stock as reported on the New York Stock Exchange on August 5, 2022. |