As filed with the Securities and Exchange Commission
on May 27, 2021
Registration
No. 333-______________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORWEGIAN CRUISE LINE HOLDINGS LTD.
(Exact Name of Registrant as Specified in Its Charter)
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Bermuda
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98-0691007
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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7665 Corporate Center Drive
Miami, Florida 33126
(Address, Including Zip Code, of Principal Executive Offices)
Norwegian Cruise Line Holdings Ltd.
Amended and Restated 2013 Performance Incentive
Plan
(Full Title of the Plan)
Daniel S. Farkas
Executive Vice President, General Counsel, and Assistant Secretary
Norwegian Cruise Line Holdings Ltd.
7665 Corporate Center Drive
Miami, Florida 33126
(305) 436-4000
(Name, Address and 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.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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Emerging growth company o
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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. o
CALCULATION OF REGISTRATION FEE
Title of
Securities
To Be Registered
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Amount
To Be
Registered
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount Of
Registration
Fee
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Ordinary Shares, $0.001 par value per share
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4,910,000(1)
Shares
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$
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28.83
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(2)
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$
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141,555,300.00
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(2)
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$
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15,443.69
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(2)
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(1)
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This Registration Statement covers, in addition to the number
of Norwegian Cruise Line Holdings Ltd., a company organized under the laws of Bermuda (the “Company” or the “Registrant”),
ordinary shares, par value $0.001 per share (the “Ordinary Shares”), stated above, options and other rights to purchase or
acquire the Ordinary Shares covered by this Registration Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended
(the “Securities Act”), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant
to the Norwegian Cruise Line Holdings Ltd. Amended and Restated 2013 Performance Incentive Plan (the “Plan”) as a result
of one or more adjustments under the Plan to prevent dilution resulting from one or more share splits, share dividends or similar transactions.
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(2)
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Pursuant to Securities Act Rule 457(h), the maximum offering
price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of
the Ordinary Shares on May 20, 2021, as quoted on the New York Stock Exchange.
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The Exhibit Index for this Registration Statement is at page
7.
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EXPLANATORY NOTE
This Registration Statement is filed by the Company
to register additional securities issuable pursuant to the Plan and consists of only those items required by General Instruction E to
Form S-8.
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 as specified by Securities Act Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
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Item 3.
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Incorporation of Certain Documents by Reference
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The following documents of the Company filed with
the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:
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(a)
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The Company’s Registration Statements on Form S-8, filed with the Commission on January 24, 2013 and June 30, 2016 (Commission
File Nos. 333-186184 and 333-212352, respectively);
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(d)
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The Company’s Current Reports on Form 8-K, filed with the Commission on February 4, 2021, February 23, 2021, March 3, 2021,
March 9, 2021, March 15, 2021 and May 21, 2021 (each, Commission File No. 001-35784); and
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All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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
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; provided, however, that documents or information deemed to have been furnished and not filed
in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained
herein or 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 statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration
Statement.
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Item 5.
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Interests of Named Experts and Counsel
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Not applicable.
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Item 6.
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Indemnification of Directors and Officers
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The Companies Act 1981 of Bermuda (the “Companies
Act”) requires every officer, including directors, of a company in exercising powers and discharging duties, to act honestly in
good faith with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person
would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of
any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they
may be guilty. However, the Companies Act further provides that any provision, whether in the bye-laws of a company or in any contract
between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying
him against, any liability which by virtue of any rule of law would otherwise attach to him, in respect of any fraud or dishonesty of
which he may be guilty in relation to the company shall be void.
The Registrant has adopted provisions in its bye-laws
that, subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies
Act in the event each person who is involved in legal proceedings by reason of the fact that person is or was a director, officer or resident
representative of the Registrant, or is or was serving at the request of the Registrant as a director, officer, resident representative,
employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to
an employee benefit plan against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to
be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered
by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred
in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking
agreeing to repay all such advanced amounts if it is ultimately determined that he is not entitled to be indemnified. In addition, the
Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive.
In addition, the Registrant has entered into separate
contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses
to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies
Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director
in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether
or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies
of insurance that provide coverage (i) to its directors and officers against loss arising from claims made by reason of breach of duty
or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officers.
See the attached Exhibit Index at page 7, which
is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities
Act, 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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Miami, State of Florida, on May 27, 2021.
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NORWEGIAN CRUISE LINE HOLDINGS
LTD.
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By:
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/s/Frank J. Del Rio
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Frank J. Del Rio
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President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Frank J. Del Rio, Mark A. Kempa, Daniel S. Farkas and Angela Stark, and each of them, acting individually and without the
other, as his or her true and lawful attorneys-in-fact and agents, 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 any and all amendments (including post-effective amendments,
exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the 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 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 attorneys-in-fact
and agents, or either of them individually, 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, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/Frank J. Del Rio
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Director, President and Chief Executive Officer
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May 27, 2021
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Frank J. Del Rio
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(Principal Executive Officer)
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/s/Mark A. Kempa
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Executive Vice President and
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May 27, 2021
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Mark A. Kempa
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Chief Financial Officer
(Principal Financial Officer)
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/s/Faye L. Ashby
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Senior Vice President and
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May 27, 2021
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Faye L. Ashby
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Chief Accounting Officer
(Principal Accounting Officer)
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Signature
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Title
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Date
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/s/Russell W. Galbut
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Director, Chairperson of the
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May 27, 2021
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Russell W. Galbut
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Board
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/s/David M. Abrams
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Director
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May 27, 2021
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David M. Abrams
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/s/Adam M. Aron
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Director
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May 27, 2021
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Adam M. Aron
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/s/John W. Chidsey
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Director
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May 27, 2021
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John W. Chidsey
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/s/Stella David
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Director
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May 27, 2021
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Stella David
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/s/Mary E. Landry
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Director
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May 27, 2021
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Mary E. Landry
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/s/Chad A. Leat
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Director
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May 27, 2021
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Chad A. Leat
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/s/Pamela A. Thomas-Graham
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Director
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May 27, 2021
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Pamela A. Thomas-Graham
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/s/Daniel S. Farkas
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Authorized Representative in the United States
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May 27, 2021
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Daniel S. Farkas
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EXHIBIT INDEX
Exhibit
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Number
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Description of Exhibit
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Exhibit 5.1
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27 May 2021
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Our Ref: JB/mm/N1277-A00032
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Norwegian Cruise Line Holdings Ltd.
3rd Floor
Park Place
55 Par La Ville Road
Hamilton HM 11
Bermuda
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Dear Sirs and Mesdames
NORWEGIAN CRUISE LINE HOLDINGS LTD.
We have been asked to provide this legal opinion
to you with regard to the laws of Bermuda in connection with the preparation and filing with the Securities and Exchange Commission of
a registration statement on Form S-8 (the “Registration Statement”) pursuant to which Norwegian
Cruise Line Holdings Ltd. (the "Company")
is registering, under the Securities Act of 1933 (as amended), up to 4,910,000 ordinary shares of par value US$0.001 each ("Ordinary
Shares") to be issued pursuant to the Norwegian Cruise Line Holdings Ltd. Amended and Restated 2013 Performance Incentive Plan
(the “Plan”).
For the purposes of giving this opinion, we have
examined and relied upon the originals or copies of the documents listed in Schedule 1.
In giving this opinion we have relied upon the
assumptions set out in Schedule 2, which we have not independently verified.
We are Bermuda Barristers and Attorneys and express
no opinion as to any laws other than the laws of Bermuda in force and as interpreted at the date of this opinion. We have not, for
the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction.
Based upon the foregoing examinations and assumptions
and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under
the laws of Bermuda, we are of the opinion that the Ordinary Shares will, upon payment for and delivery as contemplated by the Registration
Statement, the Plan and any relevant agreements duly authorized by and in accordance with the Plan, be duly authorised and validly issued,
fully paid and non-assessable.
This opinion is limited to the matters referred
to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is addressed
to you in connection with the preparation and filing of the Registration Statement with the Securities and Exchange Commission and the
issue of the Ordinary Shares as described in the Registration Statement and is not to be relied upon in respect of any other matter. We
understand that the Company wishes to file this opinion as an exhibit to the Registration Statement and we hereby consent thereto.
Walkers
Park Place, 55 Par La Ville Road, Third Floor, Hamilton
HM11, Bermuda
T +1 441 242 1500 www.walkersglobal.com
Bermuda | British Virgin Islands | Cayman Islands
| Dubai | Guernsey | Hong Kong | Ireland | Jersey | London | Singapore
This opinion shall be construed in accordance
with the laws of Bermuda.
Yours faithfully
/s/ WALKERS (BERMUDA) LIMITED
WALKERS (BERMUDA) LIMITED
Schedule
1
LIST OF DOCUMENTS
EXAMINED
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1.
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The Certificate of Incorporation dated 21 February 2011, Memorandum of Association as registered on 21
February 2011 (the "Memorandum of Association"), Amended and Restated Bye-laws adopted on 13 June 2019 (the “Bye-laws”)
and register of directors and officers of the Company, certified copies of which have been provided to us by the assistant secretary of
the Company on 25 May 2021 (together the "Company Records").
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3.
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Copies of unanimous written resolutions of the board of directors of the Company effective on 7 January
2013, 31 March 2016 and 15 February 2021 (together, the "Resolutions").
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Schedule
2
ASSUMPTIONS
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1.
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There are no provisions of the laws of any jurisdiction outside Bermuda which would be contravened by
the execution or delivery of the Registration Statement and, insofar as any obligation expressed to be incurred under the Registration
Statement is to be performed in or is otherwise subject to the laws of any jurisdiction outside Bermuda, its performance will not be illegal
by virtue of the laws of that jurisdiction.
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2.
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The originals of all documents examined in connection with this opinion are authentic. The signatures,
initials and seals on the Registration Statement are genuine and are those of a person or persons given power to execute the Registration
Statement under the Resolutions or any power of attorney given by the Company to execute such documents. All documents purporting
to be sealed have been so sealed. All copies are complete and conform to their originals. Any translations are a true translation
of the original document they purport to translate. The Registration Statement conforms in every material respect to the latest
draft of the same produced to us.
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3.
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The Company Records are complete and accurate and all matters required by law and the Memorandum of Association
and Bye-laws to be recorded therein are so recorded.
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4.
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The Resolutions have been duly executed by or on behalf of each director of the Company and the signatures
and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.
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Schedule
3
QUALIFICATIONS
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1.
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We express no opinion upon any provisions in the Registration Statement which contains a reference to
any law or statute that is not a Bermudian law or statute.
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2.
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Except as explicitly stated in this opinion, we express no opinion in relation to any representation or
warranty contained in the Registration Statement nor upon matters of fact or the commercial terms of the transactions contemplated by
the Registration Statement.
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3.
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"Non-assessability" is not a legal concept under Bermuda law. Reference in this opinion to shares
being "non-assessable" shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in
any agreement in writing between the Company and the holder of shares, that no shareholder shall be:
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(a)
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obliged to contribute further amounts to the capital of the Company, either in order to complete payment
for their shares, to satisfy claims of creditors of the Company, or otherwise; and
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(b)
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bound by an alteration of the Memorandum of Association or Bye-laws after the date on which he became
a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability
to contribute to the share capital of, or otherwise to pay money to, the Company.
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