-----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, LaHuk/q/L8XkDxOxRH0xwKjtGM5MLsDdfAP6+b+4gvffr+wa5TxBTzwsB3Lc9miu FBrS9AUwhFnBj9U8PqEsmA== 0000899681-97-000534.txt : 19971210 0000899681-97-000534.hdr.sgml : 19971210 ACCESSION NUMBER: 0000899681-97-000534 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971209 EFFECTIVENESS DATE: 19971209 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOSCO CORP CENTRAL INDEX KEY: 0000074091 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 951865716 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-41771 FILM NUMBER: 97734595 BUSINESS ADDRESS: STREET 1: 72 CUMMINGS POINT RD CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2039771000 MAIL ADDRESS: STREET 1: 72 CUMMINGS POINT RD CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: OIL SHALE CORP DATE OF NAME CHANGE: 19760810 S-8 1 REGISTRATION NO. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOSCO CORPORATION (Exact name of registrant as specified in its charter) NEVADA 95-1865716 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification no.) 72 CUMMINGS POINT ROAD STAMFORD, CONNECTICUT 06902 (203) 977-1000 (Address of principal executive offices) DIRECTORS STOCK PLAN DIRECTORS DEFERRED STOCK PLAN (FULL TITLE OF THE PLAN) WILKES MCCLAVE, III TOSCO CORPORATION 72 CUMMINGS POINT ROAD STAMFORD, CONNECTICUT 06902 (NAME AND ADDRESS OF AGENT FOR SERVICE) (203) 977-1005 (TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE =============================================================================== Proposed Proposed maximum maximum Amount offering aggregate Amount of Title of Securities to be price offering registration to be registered registered per share (1) price fee - ------------------------------------------------------------------------------- Common Stock $.75 par value . . . . 150,000 $34.4375(3) $5,165,625 $1,524 shares (2) =============================================================================== (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c). (2) There are also being registered hereunder such additional shares as may be issued pursuant to the anti-dilution provisions of the plans. (3) Based upon the closing price for a share of Common Stock of the Registrant on the New York Stock Exchange as reported in the consolidated trading system. =============================================================================== PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Note: The documents containing the information specified in this Part I will be sent or given to directors as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the "Act"). Such documents need not be filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Act. These documents and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Act. See Rule 428(a)(1) under the Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1996; (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; (c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997; (d) The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997; (e) Current report on Form 8-K reporting on an event which occurred March 31, 1997; (f) Current report on Form 8-K reporting on an event which occurred October 15, 1997; and (g) Item 1 of the Registrant's Registration Statement on Form 8-A, dated June 29, 1989, filed to register the Registrant's Common Stock, par value $.75 per share (the "Common Stock"), pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities 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 part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Restated Articles of Incorporation of the Registrant provide that the Registrant shall, to the fullest extent provided by the Nevada General Corporation Law (the "Nevada GCL"), indemnify any and all persons whom it shall have the power to indemnify under the Nevada GCL from and against any and all of the expenses, liabilities or other matters referred to in or covered by the Nevada GCL. The indemnification provided for in the Registrant's Restated Articles of Incorporation shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested Directors, statute, rule or by common law or otherwise. The By-Laws of the Registrant also provide certain indemnification rights to the Directors and officers of the Registrant. The Registrant continues to maintain Directors and officers liability insurance policies. The Registrant presently carries Directors and officers liability coverage under a policy maintained with a wholly-owned subsidiary of the Registrant engaged in the insurance business in Bermuda. In addition, the Registrant carries Directors and officers liability coverage under policies maintained with private unaffiliated insurance carriers. The insurance subsidiary has deposited in trust the insurance premiums received by it from the Registrant which will be used to pay losses which are covered by the insurance policy issued by such subsidiary. The Restated Articles of Incorporation of the Registrant include a provision which eliminates the liability of Directors and officers to the Registrant or its stockholders for damages for breaches of their fiduciary duty, except for liability (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (ii) for the payment of dividends in violation of the provisions of the Nevada GCL which provide that directors who, willfully or with gross negligence, permit the payment of a dividend or the making of a distribution other than as permitted by the Nevada GCL are jointly and severally liable for the lesser of the amount of the dividend or the loss sustained by reason of the dividend or other distribution to stockholders. The Registrant has entered into indemnification agreements with its Directors which provide them with certain indemnification rights. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. EXHIBIT NUMBER 5* - Opinion of Stroock & Stroock & Lavan LLP. 23(a)* - Consent of Stroock & Stroock & Lavan LLP. Included in Exhibit 5 to this Registration Statement. 23(b)* - Consent of Coopers & Lybrand, LLP. 24* - Power of Attorney (included on signature page). - ---------------------- * Filed herewith. ITEM 9. UNDERTAKINGS. 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (4) If the Registrant is a foreign private issuer, to file a post-effective amendment to the Registration Statement to include any financial statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 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 Stamford, State of Connecticut, on the 8th day of December, 1997. TOSCO CORPORATION (Registrant) By:/S/ THOMAS D. O'MALLEY Thomas D. O'Malley Chairman of the Board of Directors and Chief Executive Officer POWER OF ATTORNEY 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 dates indicated. Each person whose signature appears below hereby authorizes Thomas D. O'Malley, Jefferson F. Allen, and Wilkes McClave III, and any of them acting individually, with full power of substitution to file one or more amendments, including Post-Effective Amendments, to this Registration Statement, which Amendments may make such changes as any of them deems appropriate, and each person whose signature appears below, individually and in each capacity stated below, hereby appoints Thomas D. O'Malley, Jefferson F. Allen, and Wilkes McClave III, and any of them acting individually, with full power of substitution, as Attorney-in-Fact to execute his name and on his behalf to file any such Amendments to this Registration Statement. SIGNATURE TITLE DATE /S/ THOMAS D. O'MALLEY Chairman of the December 8, 1997 - ------------------------ Board of Directors Thomas D. O'Malley and Chief Executive Officer /S/ JEFFERSON F. ALLEN President, Principal December 8, 1997 - ------------------------ Financial Officer Jefferson F. Allen and Director /S/ ROBERT I. SANTO Principal Accounting December 8, 1997 - ------------------------ Officer Robert I. Santo Director December __, 1997 - ------------------------ Patrick M. de Barros /S/ WAYNE A. BUDD Director December 8, 1997 - ------------------------ Wayne A. Budd /S/ HOUSTON I. FLOURNOY Director December 8, 1997 - ------------------------ Houston I. Flournoy /S/ EDMUND A. HAJIM Director December 8, 1997 - ------------------------ Edmund A. Hajim /S/ JOSEPH P. INGRASSIA Director December 8, 1997 - ------------------------ Joseph P. Ingrassia /S/ CHARLES J. LUELLEN Director December 8, 1997 - ------------------------ Charles J. Luellen Director December __, 1997 - ------------------------ Eija Malmivirta /S/ MARK R. MULVOY Director December 8, 1997 - ------------------------ Mark R. Mulvoy EXHIBIT INDEX EXHIBIT PAGE NUMBER DESCRIPTION NUMBER 5* Opinion of Stroock & Stroock & Lavan LLP. 23(a)* Consent of Stroock & Stroock & Lavan LLP. Included in Exhibit 5 to this Registration Statement 23(b)* Consent of Coopers & Lybrand, LLP. 24* Power of Attorney (included on signature page). * Filed herewith. EX-5 2 Exhibit 5 December 3, 1997 Tosco Corporation 72 Cummings Point Road Stamford, Connecticut 06902 Gentlemen: We have acted as counsel to Tosco Corporation, a Nevada corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to the proposed issuance of up to 150,000 shares (the "Shares") of the Common Stock, $0.75 par value (the "Common Stock") of the Company, pursuant to the Company's Directors Stock Plan and Directors Deferred Stock Plan (the "Plans"). As such counsel, we have examined copies of the Certificate of Incorporation and Bylaws of the Company, each as amended to the date hereof, the Registration Statement, the Plans and originals or copies of such other corporate minutes, records, agreements and other instruments of the Company, certificates of public officials and other documents and have made such examinations of law, as we have deemed necessary to form the basis for the opinion hereinafter expressed. In our examination of such materials, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us. As to various questions of fact material to such opinion, we have relied, to the extent we deemed appropriate, upon representations, statements and certificates of officers and representatives of the Company and others. Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not purport to be experts on, or to express any opinion herein concerning, any law other than the laws of the State of New York, the General Corporation Law of the State of Nevada or the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued under the circumstances contemplated in the Registration Statement and the Plans, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder. Very truly yours, STROOCK & STROOCK & LAVAN LLP EX-23 3 Exhibit 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Tosco Corporation on Form S-8 of our report dated February 28, 1997, on our audits of the consolidated financial statements and financial statement schedule of Tosco Corporation and subsidiaries as of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994, which report is included in Tosco Corporation's Annual Report on Form 10-K. Coopers & Lybrand L.L.P. Phoenix, Arizona December 2, 1997 -----END PRIVACY-ENHANCED MESSAGE-----