-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OXtoRVe/7t/PHpBfDRX04LuDq7vSitaasS7cSDgDL+clVqswQ6nteGfhG9ZeB/QV 888jLLv8A638qx4COOM3Xw== 0001092306-03-000035.txt : 20030206 0001092306-03-000035.hdr.sgml : 20030206 20030206135815 ACCESSION NUMBER: 0001092306-03-000035 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030206 EFFECTIVENESS DATE: 20030206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIONBANCAL CORP CENTRAL INDEX KEY: 0001011659 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 941234979 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-103009 FILM NUMBER: 03542246 BUSINESS ADDRESS: STREET 1: 400 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1476 BUSINESS PHONE: 4157652969 MAIL ADDRESS: STREET 1: 400 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1476 S-8 1 forms-8.txt FORM S-8 As filed with the Securities and Exchange Commission on February 6, 2003. Registration No. 333-____ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNIONBANCAL CORPORATION (Exact name of registrant as specified in its charter) California 94-1234979 __________________________________ _____________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 California Street, San Francisco, California 94104 __________________________________ ______________________ (Address of Principal (Zip Code) Executive Offices) YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN __________________________________________ (Full title of the plan) JOHN H. MCGUCKIN, JR., ESQ. Copy to: Executive Vice President and General Counsel RODNEY R. PECK, ESQ. UNIONBANCAL CORPORATION Pillsbury Winthrop LLP 400 California Street 50 Fremont Street San Francisco, CA 94104 San Francisco, California 94105 (415) 765-2969 (415) 983-1000 ____________________________________ _______________________________ (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE _________________________________________________________________________________________________________ Title of Amount Proposed Maximum Proposed Amount of Securities To To Be Offering Price Maximum Aggregate Registration Be Registered Registered per Share Offering Price Fee _________________________________________________________________________________________________________ Common Stock no par value 6,000,000(1) $41.19 (2) $247,140,000 (2) $22,736.88 (3) _________________________________________________________________________________________________________ (1) Estimated maximum aggregate number of shares of UnionBanCal Corporation Common Stock that may be awarded and/or sold pursuant to the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) on the basis of the average of the high and low prices as reported on the New York Stock Exchange on February 4, 2003. (3) Calculated pursuant to Rule 457(h) under the Securities Act of 1933. _____________________ The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. _________________________________________________________________________________________________________
-2- This Registration Statement on Form S-8 is filed by UnionBanCal Corporation (the "Registrant") for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 of the Registrant relating to the same employee benefit plan is effective. This Registration Statement on Form S-8 relates to 6,000,000 shares of the Registrant's common stock, no par value (the "Common Stock"), issuable pursuant to the Year 2000 UnionBanCal Corporation Management Stock Plan (the "Plan"). Pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference the Registration Statement on Form S-8 previously filed by the Registrant with the Securities and Exchange Commission on January 27, 2000 (File No. 333-95497), in connection with the Plan. PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001; (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended September 30, 2002, June 30, 2002 and March 31, 2002; (c) The Registrant's Current Reports on Form 8-K dated January 6, 2003, November 13, 2002, October 17, 2002, August 14, 2002 and April 17, 2002; and (d) The description of the Registrant's common stock contained in the Registration Statement on Form 8-A, filed June 7, 1999, and any subsequent amendment or report filed for the purpose of updating such information. In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment of this Registration Statement which indicates that all securities being offered hereby 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. Item 8. Exhibits Exhibit Number Exhibit _______ _______ 4.1* Year 2000 UnionBanCal Corporation Management Stock Plan. 5.1 Opinion regarding legality of securities to be offered. 23.1 Consent of Deloitte & Touche LLP, Independent Auditors. 23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1). 24.0 Power of Attorney (included as part of the signature page to this Registration Statement). ______________________ * Incorporated by reference to Exhibit 10.11 to the Registrant's quarterly report on Form 10-Q for the quarter ended June 30, 1999, filed with the Securities and Exchange Commission on August 10, 1999. 3 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 San Francisco, State of California, on February 6, 2003. UNIONBANCAL CORPORATION By /s/ JOHN H. MCGUCKIN, JR. _________________________________________ John H. McGuckin, Jr. Executive Vice President, General Counsel and Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John H. McGuckin, Jr., his or her true and lawful attorney-in-fact and agent, 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, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 6, 2003. PRINCIPAL EXECUTIVE OFFICER (AND DIRECTOR) DIRECTORS /s/ NORIMICHI KANARI _____________________________________________ ________________________________ Norimichi Kanari, President, Chief Executive David R. Andrews Officer and Director /s/ L. DALE CRANDALL ________________________________ L. Dale Crandall PRINCIPAL FINANCIAL OFFICER /s/ DAVID I. MATSON /s/ RICHARD D. FARMAN _____________________________________________ ________________________________ David I. Matson, Executive Vice President and Richard D. Farman Chief Financial Officer /s/ STANLEY F. FARRAR ________________________________ Stanley F. Farrar PRINCIPAL ACCOUNTING OFFICER /s/ DAVID A. ANDERSON /s/ MICHAEL J. GILLFILLAN _____________________________________________ ________________________________ David A. Anderson, Senior Vice President Michael J. Gillfillan and Controller /s/ RICHARD C. HARTNACK ________________________________ Richard C. Hartnack /s/ KAORU HAYAMA ________________________________ Kaoru Hayama 4 ________________________________ Satoru Kishi /s/ MONICA C. LOZANO ________________________________ Monica C. Lozano /s/ MARY S. METZ ________________________________ Mary S. Metz /s/ RAYMOND E. MILES ________________________________ Raymond E. Miles /s/ J. FERNANDO NIEBLA ________________________________ J. Fernando Niebla /s/ CHARLES R. RINEHART ________________________________ Charles R. Rinehart /s/ CARL W. ROBERTSON ________________________________ Carl W. Robertson /s/ TAKAHARU SAEGUSA ________________________________ Takaharu Saegusa /s/ ROBERT M. WALKER ________________________________ Robert M. Walker ________________________________ Kenji Yoshizawa 5 INDEX TO EXHIBITS _________________ Exhibit _______ Number Exhibit _______ _______ 4.1* Year 2000 UnionBanCal Corporation Management Stock Plan. 5.1 Opinion regarding legality of securities to be offered. 23.1 Consent of Deloitte & Touche LLP, Independent Auditors. 23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1). 24.0 Power of Attorney (included as part of the signature page to this Registration Statement). _____________________ * Incorporated by reference to Exhibit 10.11 to the Registrant's quarterly report on Form 10-Q for the quarter ended June 30, 1999, filed with the Securities and Exchange Commission on August 10, 1999. 6 EX-5.1 3 exhibit5-1.txt OPINION REGARDING LEGALITY OF SECURITIES ... Exhibit 5.1 [Letterhead of Pillsbury Winthrop LLP] February 6, 2003 UnionBanCal Corporation 400 California Street San Francisco, California 94104 Re: Registration Statement on Form S-8 Ladies and Gentlemen: With reference to the Registration Statement on Form S-8 (the "Registration Statement") filed by UnionBanCal Corporation, a California corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to 6,000,000 shares of the Company's Common Stock (the "Shares") issuable pursuant to the Company's Year 2000 UnionBanCal Corporation Management Stock Plan (the "Plan"), it is our opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan, will be legally issued, fully paid and nonassessable, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the rights of creditors generally, and to general principles of equity. The foregoing opinion is limited to the federal laws of the United States and the laws of the State of California, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ PILLSBURY WINTHROP LLP EX-23.1 4 exhibit23-1.txt CONSENT OF DELOITTE & TOUCHE LLP, ... Exhibit 23.1 [Letterhead of Deloitte & Touche LLP] INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of UnionBanCal Corporation on Form S-8 of our report dated January 16, 2002, appearing in the Annual Report on Form 10-K of UnionBanCal Corporation for the year ended December 31, 2001. /s/ DELOITTE & TOUCHE LLP San Francisco, California February 5, 2003 -----END PRIVACY-ENHANCED MESSAGE-----