Securities Registration (section 12(b)) (8-a12b)
December 08 2017 - 9:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
NORWEGIAN CRUISE LINE HOLDINGS LTD.
(Exact name of registrant as specified
in its charter)
Bermuda
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98-0691007
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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7665 Corporate Center Drive
Miami, Florida
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33126
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant
to Section 12(b) of the Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Ordinary
shares, par value $0.001 per share
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New York Stock Exchange
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following
box.
x
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following
box.
¨
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box.
¨
Securities Act registration statement
or Regulation A offering file number to which this form relates:
Not Applicable
Securities to be registered pursuant
to Section 12(g) of the Act:
None
(Title of Class)
EXPLANATORY
NOTE
This Registration Statement on Form 8-A
is being filed by Norwegian Cruise Line Holdings Ltd., a Bermuda exempted company (the “Company”), with the Securities
and Exchange Commission (the “Commission”) in connection with the Company’s registration of its ordinary shares,
par value $0.001 per share (the “Ordinary Shares”) under Section 12(b) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the transfer of its Ordinary Shares from the Nasdaq Global Select Market to the New York
Stock Exchange (the “NYSE”).
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
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Item 1.
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Description of Registrant’s Securities to be Registered.
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The Company hereby incorporates by reference
herein the description of its Ordinary Shares to be registered hereunder set forth under the heading “Description of Share
Capital” in the Company’s Registration Statement on Form S-3 (File No. 333-216441) filed with the Commission on March
3, 2017.
Pursuant to the Instructions as to Exhibits
for this Registration Statement on Form 8-A, no exhibits are required to be filed because no other securities of the Company are
registered on the NYSE and the securities registered hereby are not being registered pursuant to Section 12(g) of the Exchange
Act.
SIGNATURE
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: December 8, 2017
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NORWEGIAN CRUISE LINE HOLDINGS LTD.
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By:
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/s/ Wendy A. Beck
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Wendy A Beck
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Executive Vice President and Chief Financial Officer
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