-----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, UbaqvrhUrldrQopIuxpyb5aiXOsERIixEducGcK4qmJop+ntiAWcMxNbUlvR9ojW bT76RTXHun5Wsk/QsIxKaA== 0000716039-97-000011.txt : 19970414 0000716039-97-000011.hdr.sgml : 19970414 ACCESSION NUMBER: 0000716039-97-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970411 EFFECTIVENESS DATE: 19970411 SROS: CSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOCAL CORP CENTRAL INDEX KEY: 0000716039 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 953825062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25039 FILM NUMBER: 97579169 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: SUITE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107267718 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 11, 1997 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 incorporation or organization) Identification No.) 2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245 (Address, including zip code, of Principal Executive Offices) UNOCAL SPECIAL STOCK OPTION PLAN OF 1997 (Full title of the plan) DENNIS P.R. CODON, ESQ. VICE PRESIDENT, CHIEF LEGAL OFFICER AND GENERAL COUNSEL 2141 Rosecrans Avenue, Suite 4000 El Segundo, California 90245 (310) 726-7651 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------------- CALCULATION OF REGISTRATION FEE ======================================================================== Proposed Proposed Maximum Maximum Amount Offering Aggregate of Title of Securities Amount to be Price Per Offering Registra- to be Registered Registered Share (1) Price (1) tion Fee ======================================================================== Common Stock, $1.00 par value per share (including Preferred Stock Purchase Rights) 2,000,000 shares $38.75 $77,500,000 $23,485 ======================================================================== (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 April 7, 1997. ======================================================================== 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 Corporation ("Unocal") for the fiscal year ended December 31, 1996; (b) All other reports filed pursuant to Section 13(a) or 159d) of the Secutities Exchange Act of 1934, as amended (the "Exchange act"), since December 31, 1996; and (c) The descriptions of Unocal's Common Stock, $1.00 par value per share ("Common Stock") (including the associated Preferred Stock Purchase Rights) and the 6 1/4% Trust Convertible Preferred Securities of Unocal Capital Trust, (the "Trust Convertible Preferred Securities"), the guarantee thereof by Unocal (the "Guarantee"), and the 6 1/4% Convertible Junior Subordinated Debentures of Unocal (the "Convertible Debentures") (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 Common Stock," "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 Section 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. 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., Vice President, General Counsel and Chief Legal Officer of Unocal. As of March 15, 1997, Mr. Codon owned 20,367 shares of Common Stock, excluding any shares purchased from the reinvestment of dividends in the Unocal ESOP in 1997 not yet reported to participants. He also held options to purchase 35,227 shares of Common Stock at prices ranging from $26.375 to $32.8125, with expiration dates ranging from 2003 to 2006. In addition, Mr. Codon held 12,763 performance share units, which could be paid out in up to 25,526 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 on page 7 of this registration statement 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 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 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 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 April 2, 1997 UNOCAL CORPORATION By /S/CHARLES S. MCDOWELL -------------------------- Charles S. McDowell 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/ROGER C. BEACH * Chairman of the -------------------- Board of Directors and April 2, 1997 Roger C. Beach Chief Executive Officer /S/NEAL E. SCHMALE * Chief Financial Officer --------------------- and Director April 2, 1997 Neal E. Schmale /S/CHARLES S. MCDOWELL* Vice President and ------------------------ Comptroller(Principal April 2, 1997 Charles S. McDowell Accounting Officer) ------------------- Director John W. Amerman /S/MACDONALD G. BECKET* - ------------------------- Director April 2, 1997 MacDonald G. Becket /S/JOHN W. CREIGHTON, JR.* - --------------------------- Director April 2, 1997 John W. Creighton, Jr. SIGNATURE TITLE DATE --------- ----- ---- /S/MALCOM R. CURRIE * ---------------------- Director April 2, 1997 Malcolm R. Currie /S/FRANK C. HERRINGER* ----------------------- Director April 2, 1997 Frank C. Herringer /S/JOHN F. IMLE, JR. * ---------------------- Director April 2, 1997 John F. Imle, Jr. /S/DONALD P. JACOBS * --------------------- Director April 2, 1997 Donald P. Jacobs /S/CHARLES R. WEAVER * ---------------------- Director April 2, 1997 Charles R. Weaver /S/J. STEVEN WHISLER * ---------------------- Director April 2, 1997 J. Steven Whisler /S/MARINA V.N. WHITMAN* ------------------------ Director April 2, 1997 Marina V.N. Whitman * By /S/CHARLES S. MCDOWELL ---------------------- Charles S. McDowell Pursuant to the requirements of the Securities Act of 1933, the members of the Management Development and Compensation Committee who administer the Unocal Special Stock Option 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, April 2, 1997. UNOCAL SPECIAL STOCK OPTION PLAN By /S/DONALD P. JACOBS * ---------------------------------- Donald P. Jacobs Member, Management Development and Compensation Committee * By /S/CHARLES S. MCDOWELL ----------------------------- Charles S. McDowell EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT - ------- ------- 4.1 Certificate of Incorporation of Unocal, as amended (incorporated by reference to Exhibit 3.1 to Amendment No. 2 on Form 10-K/A to Unocal's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, File No. 1-8483). 4.2 Bylaws of Unocal, as amended though February 3, 1997, and currently in effect (incorporated by reference to Exhibit 3.1 to Unocal's Current Report on Form 8-K dated February 3, 1997, and filed February 7, 1997, File No. 1-8483). 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., Vice President, Chief Legal Officer and General Counsel, to Unocal. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Dennis P. R. Codon, Esq., Vice President, Chief Legal Officer and General Counsel (included in Exhibit 5). 24 Power of Attorney. EX-5 2 EXHIBIT: OPINION OF DENNIS P.R. CODON Unocal Corporation 2141 Rosecrans Avenue Suite 4000 El Segundo, California 90245 Telephone (310)726-7651 Facsimile (310)726-7815 [UNOCAL LOGO] April 2, 1997 Dennis P.R. Codon Vice President, Chief Legal Officer and General Counsel Unocal Corporation 2141 Rosecrans Avenue Suite 4000 El Segundo, California 90245 Re: Unocal Special Stock Option Plan of 1997 Registration Statement on Form S-8 Ladies and Gentlemen: I am the Vice President 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 2,000,000 shares (the "SHARES") of Unocal Common Stock, par value $1.00 per share (the "COMMON STOCK"), to be issued under the Unocal Special Stock Option Plan of 1997 (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 January 29, 1990 between Unocal and The Chase Manhattan Bank, as successor rights agent; certain resolutions adopted by the Board of Directors of Unocal at a meeting duly called and held on March 24, 1997; 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 relied, as to certain legal matters, on the advice of such attorneys working for me who are more familiar with such matters. Unocal Corporation April 2, 1997 Page 2 I am licensed to practice law in the state of California and, although I am not licensed to practice law in the state of Delaware, I am familiar with the Delaware General Corporation Law. Therefore, the following opinions are limited to the laws of the state of California, the Delaware General Corporation Law 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 "Item 5. 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/ Dennis P.R. Codon EX-23.1 3 EXHIBIT 23.1: CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of Unocal Corporation of our report dated February 14, 1997, on our audits of the consolidated financial statements and financial statement schedule of Unocal Corporation and its subsidiaries as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996, which report is included in Unocal Corporation's Annual Report on Form 10-K for the year ended December 31, 1996. Our report includes an explanatory paragraph with respect to the changes in methods of accounting for impairment of long-lived assets and long-lived assets to be disposed of in 1995, and for recognizing the reduction in value of producing oil and gas properties in 1994. /s/ Coopers & Lybrand L.L.P. Los Angeles, California March 27, 1997 EX-24 4 EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY By signing below, each of the undersigned officers and/or directors of Unocal Corporation, a Delaware corporation, hereby constitutes and appoints Neal E. Schmale, Charles S. McDowell 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 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 March 24, 1997. SIGNATURE TITLE --------- ----- /s/ Roger C. Beach Chairman of the Board of ------------------------- Directors and Roger C. Beach Chief Executive Officer /s/ Neal E. Schmale Chief Financial Officer and -------------------------- Director Neal E. Schmale /s/ Charles S. McDowell Vice President and Comptroller -------------------------- (Principal Accounting Officer) Charles S. McDowell Director -------------------------- John W. Amerman /s/ MacDonald G. Becket Director ------------------------- MacDonald G. Becket SIGNATURE TITLE --------- ----- /s/ John W. Creighton, Jr. Director -------------------------- John W. Creighton, Jr. /s/ Malcolm R. Currie Director -------------------------- Malcolm R. Currie /s/ Frank C. Herringer Director ------------------------- Frank C. Herringer /s/ John F. Imle, Jr. Director ------------------------- John F. Imle, Jr. /s/ Donald P. Jacobs Director ------------------------- Donald P. Jacobs /s/ Charles R. Weaver Director ------------------------- Charles R. Weaver /s/ J. Steven Whisler Director ------------------------ J. Steven Whisler /s/ Marina v.N. Whitman Director ------------------------ Marina v.N. Whitman -----END PRIVACY-ENHANCED MESSAGE-----