-----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, COEeZbjnWudcFRF+Vw0DHUNCkcER8T9Uh/WsdydR8D7CnoQyvUj6kqpur+begqPb 3x/Tc53YvPqC03Y0TpA+wg== 0000716039-04-000116.txt : 20040608 0000716039-04-000116.hdr.sgml : 20040608 20040607180225 ACCESSION NUMBER: 0000716039-04-000116 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040608 EFFECTIVENESS DATE: 20040608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOCAL CORP CENTRAL INDEX KEY: 0000716039 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 953825062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-116251 FILM NUMBER: 04852586 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: STE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107267600 MAIL ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: STE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 S-8 1 s8djul7.txt FOIRM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 7, 2004 Registration No: 333-________ - -------------------------------------------------------------------------------- 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 Identification No.) incorporation or organization) 2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245 (Address, including zip code, of Principal Executive Offices) 2004 DIRECTORS' DEFERRED COMPENSATION AND RESTRICTED STOCK UNIT AWARD PLAN (Full title of the plan) SAMUEL H. GILLESPIE 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 - --------------------------------- --------------------- ------------------------- ------------------------ ----------------- Title of each class Proposed maximum Proposed maximum of securities Amount to be offering price per aggregate offering Amount of to be registered registered unit(1) price(1) registration fee - --------------------------------- --------------------- ------------------------- ------------------------ ----------------- - --------------------------------- --------------------- ------------------------- ------------------------ ----------------- Common Stock, $1.00 par value 500,000 shares $35.03 $17,515,000 $2,219 per share (including Preferred Stock Purchase 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 June 4, 2004.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS 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. Our Annual Report on Form 10-K, as amended on Form 10-K/A, for the fiscal year ended December 31, 2003; b. Our Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2004; c. Our Current Reports on Form 8-K dated (date of earliest event reported) January 13 and 27, February 25, March 11, and May 25, 2004; d. All of our 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, 2003; and e. The description of our Common Stock, $1.00 par value per share, excluding that of the associated Preferred Stock Purchase Rights, 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 us (File Nos. 333-58415 and 333-58415-01), together with the description of our now associated Preferred Share Purchase Rights included in our Current Report on Form 8-K dated January 5, 2000, as they have been amended as set forth in our Current Reports on Form 8-K dated (date of earliest event reported) March 27 and August 2, 2002. The descriptions of the 6.25% Trust Convertible Preferred Securities of Unocal Capital Trust, (the "Trust Convertible Preferred Securities"), the guarantee thereof by us, and our 6.25% Convertible Junior Subordinated Debentures (as the rights and terms of which may materially limit or qualify the rights evidenced by, or amounts payable with respect to, our 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. All documents filed by us 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 Prospectus and to be a part hereof from the date of filing of such documents. 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 by Samuel H. Gillespie, Senior Vice President, Chief Legal Officer and General 2 Counsel of the Company. As of June 1, 2004, Mr. Gillespie owned beneficially 14,821 shares of Common Stock. He also held an option to purchase 16,360 shares of common stock at the price of $36.869 which expires on February 10, 2014. In addition, Mr. Gillespie held 8,389 performance share units, which could be paid out in up to 16,778 shares of common stock on December 31, 2006, based upon the extent of the Company's achievement of performance goals determined within the first 90 days of the award period that began January 1, 2004. 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 Restated 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. 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 3 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; 2. 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. 3. 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. 4. 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 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. 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 4 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 June 7, 2004. 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 * Chairman of the Board of Directors, June 7, 2004 _______________________ Chief Executive Officer and President Charles R. Williamson (Principal Executive Officer) /S/ Terry G. Dallas * Executive Vice President June 7, 2004 _______________________ and Chief Financial Officer Terry G. Dallas /S/ Joe D. Cecil Vice President and Comptroller June 7, 2004 _______________________ (Principal Accounting Officer) Joe D. Cecil /S/ John W. Creighton, Jr. * Vice Chairman of the June 7, 2004 _______________________ Board of Directors John W. Creighton, Jr. /S/ Craig Arnold * Director June 7, 2004 _______________________ Craig Arnold /S/ James W. Crownover * Director June 7, 2004 _______________________ James W. Crownover /S/ Ferrell P. McClean * Director June 7, 2004 _______________________ Ferrell P. McClean /S/ Richard D. McCormick * Director June 7, 2004 _______________________ Richard D. McCormick /S/ Donald B. Rice * Director June 7, 2004 _______________________ Donald B. Rice 5 SIGNATURE TITLE DATE --------- ----- ---- ----------------------- Director Kevin W. Sharer /S/ Mark A. Suwyn * Director June 7, 2004 _______________________ Mark A. Suwyn /S/ Marina v.N. Whitman * _______________________ Director June 7, 2004 Marina v.N. Whitman * By /S/ Joe D. Cecil _____________________ Joe D. Cecil Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the members of the Board Governance Committee who administer the 2004 Directors' Deferred Compensation and Restricted Stock Unit 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, June 7, 2004. 2004 DIRECTORS' DEFERRED COMPENSATION AND RESTRICTED STOCK UNIT AWARD PLAN By /S/ Donald B. Rice * ________________________ Donald B. Rice Chair, Board Governance Committee * By /S/ Joe D. Cecil ____________________ Joe D. Cecil Attorney-in-Fact 6 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT 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 year ended December 31, 1999, File No. 1-8483). * 4.2 Bylaws of Unocal, as amended through May 24, 2004, and currently in effect (incorporated by reference to Exhibit 4.2 to Unocal's Registration Statement on Form S-8 filed June 7, 2004, File No. 333-116238). * 4.3 Rights Agreement, dated as of January 5, 2000, between Unocal and Mellon Investor Services, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4 to Unocal's Current Report on Form 8-K dated January 5, 2000, File No. 1-8483), as amended by Amendment to Rights Agreement, dated as of March 27, 2002 (incorporated by reference to Exhibit 10 to Unocal's Current Report on Form 8-K dated March 27, 2002, File No. 1-8483), and as further amended by Amendment No. 2 to Rights Agreement, dated as of August 2, 2002 (incorporated by reference to Exhibit 10 to Unocal's Current Report on Form 8- K dated August 2, 2002, File No. 1-8483). * 5 Opinion of Samuel H. Gillespie, Senior Vice President, Chief Legal Officer and General Counsel of Unocal. 23.1 Consent of Independent Registered Public Accounting Firm. 23.2 Opinion of Samuel H. Gillespie, Senior Vice President, Chief Legal Officer and General Counsel of Unocal (included in Exhibit 5). 24 Power of Attorney. - ------------------ * Previously filed 7 EX-5 2 legald7.txt OPINION OF SAMUEL H. GILLESPIE III Unocal [Logo appears here] Samuel H. Gillespie III Senior Vice President Chief Legal Officer & General Counsel Tel: 310.726.7783 Fax: 310.726.7815 sgillespie@unocal.com June 7, 2004 Unocal Corporation 2141 Rosecrans Avenue Suite 4000 El Segundo, California 90245 Re: Unocal Corporation: 2004 Directors' Deferred Compensation and Restricted Stock Unit Award Plan --------------------------------- Ladies and Gentlemen: I am the Senior Vice President, Chief Legal Officer and General Counsel of Unocal Corporation, a Delaware corporation ("Unocal"), and as such I, and ------ attorneys working for me, have acted on behalf of Unocal as counsel in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement"), which Unocal proposes to file with the Securities and ---------------------- Exchange Commission. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the "Securities Act"), of -------------- 500,000 shares (the "Shares") of Unocal Common Stock, par value $1.00 per share, issued under the 2004 Directors' Deferred Compensation and Restricted Stock Unit Award Plan (the "Plan"). ---- This opinion is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the Securities and Exchange Commission. I, or such attorneys working for me, have examined or considered such matters of law and fact and such corporate records, certificates and other documents as I, or they, have deemed necessary, including, but not limited to: the Certificate of Incorporation and Bylaws of Unocal, as amended to date; the Rights Agreement, dated as of January 5, 2000, between Unocal and Mellon Investor Services, L.L.C., as Rights Agent, as amended by Amendment to Rights Agreement dated as of March 27, 2002; certain resolutions adopted by the Board of Directors of Unocal at a meeting duly called and held on February 10, 2004 and by the stockholders at a meeting duly called and held on May 24, 2004; the Plan; and certificates and other information obtained from public officials and officers and employees of Unocal and its subsidiaries. In the course of such examination, I, and such attorneys working for me, have assumed the genuineness of all signatures, the authenticity of all documents submitted as originals and the conformity to the originals of all documents submitted as certified, photostatic or conformed copies. I have Unocal Corporation 2141 Rosecrans Avenue, Suite 4000, El Segundo, CA 90245 relied, as to certain legal matters, on the advice of such attorneys working for me who are more familiar with such matters. I am licensed to practice law in the state of New York and am familiar with the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions interpreting these laws. Therefore, the following opinions are limited to the Delaware General Corporation Law and the Delaware Constitution and reported judicial decisions interpreting these laws, and the federal laws of the United States, to the exclusion of all other jurisdictions. Based on and subject to the foregoing, I am of the opinion that the Shares were duly authorized for issuance by the Board of Directors of Unocal and that, when one or more certificates evidencing the Shares has been duly countersigned by the transfer agent and registrar for the Common Stock, and the Shares have been issued to and paid for in accordance with the Plan and procedures established between the transfer agent and registrar for the Common Stock and The Depository Trust Company, the shares will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement and to the reference to me under the caption "Interests of Named Experts and Counsel" therein. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Sincerely, /S/ Samuel H. Gillespie III EX-23 3 pwcd77.txt EXHIBIT 23.1 CONSENT OF PUBLIC ACCOUNTING FIRM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 17, 2004, relating to the financial statements and financial statement schedule of Unocal Corporation (the "Company"), which appears in the Company's Annual Report on Form 10-K, as amended, for the year ended December 31, 2003. /S/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Los Angeles, California June 7, 2004 EX-24 4 poad77.txt POWER OF ATTORNEY POWER OF ATTORNEY 2004 Directors Plan By signing below, each of the undersigned officers and/or directors of Unocal Corporation, a Delaware corporation, hereby constitutes and appoints Samuel H. Gillespie, Joe D. Cecil and Darrell D. Chessum, and each of them severally, with full power of substitution and resubstitution, as his or her true and lawful attorneys-in-fact and agents to sign for the undersigned and in the name of the undersigned, in any and all capacities, the Registration Statement(s) on Form S-8 to which this Power of Attorney shall be filed as an exhibit and any or all amendments (including any post-effective amendments) to such Registration Statement and to file the same with all exhibits thereto, including this Power of Attorney, and any and all applications and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned could do if personally present. Each of the undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of February 10, 2004. SIGNATURE TITLE --------- ----- /S/ Charles R. Williamson _________________________ Chief Executive Officer and Charles R. Williamson Chairman of the Board /S/ Terry G. Dallas _________________________ Executive Vice President and Terry G. Dallas Chief Financial Officer /S/ Joe D. Cecil _________________________ Vice President and Comptroller Joe D. Cecil (Principal Accounting Officer) /S/ John W. Creighton, Jr. _________________________ Vice Chairman of the Board John W. Creighton, Jr. _________________________ Director John W. Amerman /S/ Craig Arnold _________________________ Director Craig Arnold SIGNATURE TITLE --------- ----- /S/ James W. Crownover ________________________ Director James W. Crownover _________________________ Director Frank C. Herringer /S/ Ferrell P. McClean _________________________ Director Ferrell P. McClean /S/ Richard D. McCormick _________________________ Director Richard D. McCormick /S/ Donald B. Rice _________________________ Director Donald B. Rice _________________________ Director Kevin W. Sharer /S/ Mark A. Suwyn _________________________ Director Mark A. Suwyn /S/ Marina v.N. Whitman _________________________ Director Marina v.N. Whitman 2 -----END PRIVACY-ENHANCED MESSAGE-----