As filed with the Securities and Exchange Commission on May 24, 2001
Registration No: 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
UNOCAL CORPORATION
(Exact name of registrant specified in its charter)
Delaware 95-3825062
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
(Address, including zip code, of Principal Executive Offices)
2001 DIRECTORS' DEFERRED COMPENSATION
AND STOCK AWARD PLAN
(Full title of the plan)
DENNIS P.R. CODON, ESQ.
Senior Vice President, Chief Legal Officer and General Counsel
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
(310) 726-7600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Amount
Securities Amount to be Maximum Maximum of
to be Registered Offering Aggregate Registra-
Registered Price Per Offering tion Fee
Share (1) Price (1)
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Common Stock,
$1.00 par value 500,000 shares $39.65 $19,825,000 $5,234
per share
(including Pre-
ferred Stock Pur-
chase Rights)
==============================================================================
(1) Solely for the purpose of calculating the registration fee in accordance
with Rule 457(c), based upon the average of the high and low prices reported in
the consolidated reporting system for May 21, 2001.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this registration statement the
following documents heretofore filed with the Securities and Exchange Commission
(the "Commission"):
(a) The Annual Report on Form 10-K of Unocal for the fiscal year ended December
31, 2000;
(b) The Quarterly Report on Form 10-Q of Unocal for the fiscal quarter ended
March 31, 2001;
(c) Unocal's Current Report on Form 8-K dated March 27, 2001;
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1999; and
(e) The description of Unocal's Common Stock, $1.00 par value per share,
excluding that of the associated Preferred Stock Purchase Rights ("Common
Stock"), set forth under the caption "Description of the Common Stock,"
included in the prospectus dated September 25, 1998, of Union Oil Company
of California and Unocal (File Nos. 333-58415 and 333-58415-01), together
with the description of Unocal's Preferred Share Purchase Rights included
in Unocal's Current Report on Form 8-K dated January 5, 2000. The
descriptions of the 6 1/4% Trust Convertible Preferred Securities of Unocal
Capital Trust, (the "Trust Convertible Preferred Securities"), the
guarantee thereof by Unocal, and the 6 1/4% Convertible Junior Subordinated
Debentures of Unocal (insofar as the rights thereof may materially limit or
qualify the rights evidenced by, or amounts payable with respect to, the
Common Stock) set forth under the captions "Description of the Trust
Convertible Preferred Securities," "Description of the Guarantee,"
"Description of the Convertible Debentures," and "Effect of Obligations
under the Convertible Debentures and the Guarantee" in the prospectus dated
August 7, 1996, included in the Registration Statement on Form S-4 of
Unocal and Unocal Capital Trust (File Nos. 333-09137 and 333-09137-01), as
amended by Pre-Effective Amendment No. 1 thereto.
All documents filed by Unocal pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
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You may obtain copies of certain documents incorporated herein at our web site
at http://www.unocal.com. You also may request a copy of any document
incorporated herein by reference by writing or telephoning us at the following:
Stockholder Services Department, Unocal Corporation
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
(310) 726-7600
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the issuance and sale of the securities offered
hereby will be passed upon for Unocal by Dennis P.R. Codon, Esq., Senior Vice
President, Chief Legal Officer, and General Counsel of Unocal. As of May 21,
2001, Mr. Codon owned beneficially 123,746 shares of Common Stock. He also held
options to purchase 62,218 shares of Common Stock at prices ranging from
$32.8125 to $38.8125, with expiration dates ranging from 2006 to 2011. In
addition, Mr. Codon held 19,000 performance share units, which could be paid out
in up to 21,500 shares of Common Stock four years after their award dates,
depending upon Unocal's total return to stockholders.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes Unocal to
indemnify directors and officers in certain circumstances against liabilities,
including expenses, incurred while acting in such capacities; provided,
generally, that any such indemnified director or officer acted in good faith and
in a manner he or she reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The Bylaws of Unocal provide for the
indemnification of directors and officers to the maximum extent permitted by the
Delaware General Corporation Law.
In addition, Unocal has provided in its Certificate of Incorporation that it
shall eliminate the personal liability of its directors to the fullest extent
permitted by the Delaware General Corporation Law and Unocal has entered into
indemnification agreements with each of its directors and officers providing for
additional indemnification. Unocal has policies of directors' and officers'
liability insurance which insure directors and officers against the costs of
defense, settlement or payment of a judgment under certain circumstances.
Item 8. Exhibits.
The Exhibit Index lists the exhibits that are filed as part of this registration
statement.
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Item 9. Undertakings.
(a) 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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(b) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the calculation of Registration Fee" table in the effective
registration statement;
(c) To include any material information with respect to the plan
distribution not previously disclosed in this statement or any
material change to such information in this registration
statement;
Provided, however, that the undertakings set forth in paragraphs (a) and
(b) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Act of 1934 (the "Exchange Act") that
are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated
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by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the Securities 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 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, 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 El Segundo, State of California, on May 22, 2001.
UNOCAL CORPORATION
By /S/ JOE D. CECIL
-------------------------
Joe D. Cecil
Vice President and Comptroller
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated:
SIGNATURE TITLE DATE
----------- ------- ------
/S/ CHARLES R. WILLIAMSON *
--------------------------- Chief Executive Officer May 22, 2001
Charles R. Williamson and Director
/S/ TIMOTHY H. LING *
--------------------------------- Chief Operating Officer May 22, 2001
Timothy H. Ling and Director
/S/ TERRY G. DALLAS *
---------------------------------- Chief Financial Officer May 22, 2001
Terry G. Dallas
/S/ JOE D. CECIL Comptroller (Principal
------------------------- Accounting Officer) May 22, 2001
Joe D. Cecil
---------------------------------- Director May 22, 2001
John W. Amerman
/S/ JOHN W. CREIGHTON, JR. *
---------------------------------- Chairman of the Board May 22, 2001
John W. Creighton, Jr.
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SIGNATURE TITLE DATE
----------------- ------- --------
/S/ JAMES W. CROWNOVER *
--------------------------------- Director May 22, 2001
James W. Crownover
/S/ FRANK C. HERRINGER *
--------------------------------- Director May 22, 2001
Frank C. Herringer
/S/ DONALD B. RICE *
--------------------------- Director May 22, 2001
Donald B. Rice
/S/ KEVIN W. SHARER *
-------------------------------- Director May 22, 2001
Kevin W. Sharer
/S/ MARINA V.N. WHITMAN *
-------------------------------- Director May 22, 2001
Marina v.N. Whitman
* By /S/ JOE D. CECIL
-------------------------
Joe D. Cecil
Pursuant to the requirements of the Securities Act of 1933, the members of the
Board Governance Committee who administer the 2001 Directors' Deferred
Compensation and Stock Award Plan, have duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of El Segundo, State of California, May 22, 2001.
2001 Directors' Deferred Compensation and
Stock Award Plan
By /S/ JOHN W. AMERMAN *
----------------------------------------
John w. Amerman
Member, Board Governance Committee
* By /S/ JOE D. CECIL
-------------------------
Joe D. Cecil
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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4.1 Restated Certificate of Incorporation of Unocal, dated as of
January 31, 2000, and currently in effect (incorporated by
reference to Exhibit 3.1 to Unocal's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, File No. 1-8483).
4.2 Bylaws of Unocal, as amended effective March 27, 2001 (incorporated
by reference to Exhibit 3 to Unocal's Current Report on Form 8-K
dated March 27, 2001, File No. 1-08483).
4.3 Rights Agreement, dated as of January 29, 1990, between Unocal and
The Chase Manhattan Bank, as successor Rights Agent (incorporated
by reference to Exhibit 1 to Unocal's Current Report on Form 8-K
dated January 29, 1990, File No. 1-8483).
5 Opinion of Dennis P.R. Codon, Esq., Senior Vice President, Chief
Legal Officer and General Counsel, of Unocal.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Dennis P.R. Codon, Esq., Senior Vice President, Chief
Legal Officer and General Counsel of Unocal
(included in Exhibit 5).
24 Power of Attorney.
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