-----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, PTXSrsYbaSI8nK5fU1sowyP/8Wd/9ITrXwNV+DgJq18kmXibog6q33zBgTwvhGj8 at3NujkDlnPbwahUv24zxw== 0001193125-08-224115.txt : 20081104 0001193125-08-224115.hdr.sgml : 20081104 20081104134736 ACCESSION NUMBER: 0001193125-08-224115 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081104 DATE AS OF CHANGE: 20081104 EFFECTIVENESS DATE: 20081104 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-151855 FILM NUMBER: 081160127 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 POS 1 ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

UNIONBANCAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   94-1234979

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

400 California Street,

San Francisco, California

   94104

(Address of Principal

Executive Offices)

   (Zip Code)

YEAR 2000 UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN

(Full title of the plan)

 

Morris W. Hirsch, Esq.

Senior Executive Vice President,

General Counsel and Secretary

UNIONBANCAL CORPORATION

400 California Street

San Francisco, CA 94104

(415) 765-2969

  

Copy to:

 

Rodney R. Peck, Esq.

Pillsbury Winthrop Shaw Pittman LLP

50 Fremont Street

San Francisco, California 94105

(415) 983-1000

(Name, address and telephone

number, including area code,

of agent for service)

  

 

 

 

DEREGISTRATION OF SECURITIES

UnionBanCal Corporation, a Delaware corporation (the “Registrant”), filed with the Securities and Exchange Commission on June 23, 2008, a registration statement on Form S-8 (Registration No. 333-151855) (the “Registration Statement”), to which this Post-Effective Amendment No. 1 relates, for the purpose of registering 7,000,000 shares of its Common Stock, $1.00 par value per share (the “Common Stock”), which were originally registered for issuance pursuant to the Year 2000 UnionBanCal Corporation Management Stock Plan.

In accordance with an Agreement and Plan of Merger, dated as of August 18, 2008, by and among the Registrant, The Bank of Tokyo-Mitsubishi UFJ, Ltd., a Japanese joint stock company (“Parent”), and Blue Jackets, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on November 4, 2008, Merger Sub merged with and into the Registrant, with the Registrant as the surviving corporation (the “Merger”).

As a result of the Merger, all issued and outstanding shares of Common Stock other than such shares owned by the Registrant, by Mitsubishi UFJ Financial Group, Inc., a Japanese joint stock company and the parent company of Parent (“MUFG”), or its affiliates, or by holders of shares of Common Stock who have perfected appraisal rights, have been cancelled and converted into the right to receive $73.50. Accordingly, the Registrant hereby removes from registration, by means of this Post-Effective Amendment No. 1, any and all shares of Common Stock registered under the Registration Statement that have not been issued prior to the Merger.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on November 4, 2008.

 

UNIONBANCAL CORPORATION
By:   /s/ DAVID I. MATSON
 

David I. Matson

Vice Chairman and Chief Financial Officer

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