As filed with the Securities and Exchange Commission on November 16, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNOCAL CORPORATION
(Exact name of registrant as specified in its charter)
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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
(310) 726-7600
(Address and telephone number of principal executive offices)
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UNOCAL DEFERRED COMPENSATION PLAN
(Full title of the plan)
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Dennis P.R. Codon, Esq.
Senior Vice President, Chief Legal Officer and General Counsel
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
(310) 726-7600
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Linda B. Griffey, Esq.
O'Melveny & Myers, LLP
400 S. Hope Street
Los Angeles, California 90071
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
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Deferred $40,000,000 100% $40,000,000(2) $10,000
Compensation
Obligations(1)
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(1) The Deferred Compensation Obligations being registered are general
unsecured obligations of Unocal Corporation (the "Company") to pay
deferred compensation in the future to participating members of a
select group of management or highly compensated employees in
accordance with the terms of Unocal Deferred Compensation Plan (the "Plan").
(2) Estimated solely for purposes of determining the registration fee.
The Exhibit Index for this Registration Statement is at page 10.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) of the Securities 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 of the Securities Act. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Unocal Corporation (the "Company" or
"Unocal") filed with the Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for its fiscal year
ended December 31, 2000;
(b) The Company's Quarterly Reports on Forms 10-Q for its fiscal
quarters ended March 31, 2001, June 30, 2001 and September 30,
2001; and
(c) The Company's Current Reports on Forms 8-K filed with the
Commission on January 11, January 29, April 5, September 6 and
October 30, 2001.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment 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 into the prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document, all or a
portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or amended, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Plan provides a select group of management or highly compensated
employees of the Company and certain of its subsidiaries with the opportunity to
defer the receipt of certain cash compensation. The obligations of the Company
under the Plan (the "Deferred Compensation Obligations") will be general
unsecured obligations of the Company to pay deferred compensation in the future
to participating eligible employees (the "Participants") in accordance with the
terms of the Plan from the general assets of the Company, and will rank pari
passu with other unsecured and unsubordinated indebtedness of the Company from
time to time outstanding. The Deferred Compensation Obligations will be
denominated and payable in United States dollars.
Each Participant may elect to defer under the Plan a portion of his or
her cash compensation that may otherwise be payable in a calendar year. A
Participant's compensation deferrals are credited to the Participant's
bookkeeping account ("Account") maintained under the Plan. Amounts credited to
Participants' Accounts are generally credited with interest at a rate determined
annually based on 10-year treasury bill rates. Subject to certain restrictions,
each Participant may alternatively elect to have the amounts in the Account
indexed against one or more
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investment options, solely for purposes of determining amounts payable under the
Plan. The Company is not obligated to actually invest any deferred amounts in
those investment options. Each Participant's Account is credited on a daily
basis with a deemed rate of interest and/or earnings or losses depending upon
the investment performance of the deemed investment option. Each choice offers
its own risks and potential for return, no representation is made regarding the
future performance of such investment option and none of the investment options
are insured or guaranteed by the U.S. government or any other entity.
With certain exceptions, Deferred Compensation Obligations will be paid
after the earlier of: (1) a fixed payment date, as elected by the Participant
(if any); or (2) the Participant's termination of employment with the Company or
its subsidiaries. Participants may generally elect that payments be made in a
lump sum or installments in the year specified by the Participant or upon their
eligible retirement or disability although payments will be made in the form of
a lump sum for all other distribution events and the Company may mandate payment
in the form of a lump sum in certain circumstances.
No amount payable under the Plan shall be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge,
voluntary or involuntary. Any attempt to dispose of any rights to benefits
payable under the Plan shall be void.
The Deferred Compensation Obligations are not subject to redemption, in
whole or in part, prior to the individual payment dates selected by the
Participants, except that Participants may withdraw all or a portion of the
value of their Plan accounts under certain specified circumstances. However, the
Company reserves the right to amend or terminate the Plan at any time.
The total amount of the Deferred Compensation Obligations is not
determinable because the amount will vary depending upon the level of
participation by Eligible Employees and the amounts of their compensation that
they elect to defer under the Plan. The duration of the Plan is indefinite
(subject to the Company's ability to terminate the Plan). The Deferred
Compensation Obligations are not convertible into another security of the
Company. The Deferred Compensation Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on the part of the
Company. Each Participant will be responsible for acting independently with
respect to, among other things, the giving of notices, responding to any
requests for consents, waivers or amendments pertaining to the Deferred
Compensation Obligations, enforcing covenants and taking action upon a default
by the Company.
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., Senior
Vice President, Chief Legal Officer, and General Counsel of Unocal. As of
November 14, 2001, Mr. Codon owned beneficially 123,524 shares of Common Stock.
He also held options to purchase 62,218 shares of Common Stock at prices ranging
from $32.8125 to $38.8125, with expiration dates ranging from 2006 to 2011. In
addition, Mr. Codon was granted a ten-year option in 2001, subject to
stockholders approval, to purchase 150,000 shares of Common Stock at $35.3550
per share. Further, Mr. Codon held 19,000 performance share units, which could
be paid out in up to 28,500 shares of Common Stock four years after their award
dates, depending upon Unocal's total return to stockholders.
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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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index on page 10.
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) 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; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant with or furnished to the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement;
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(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; and
(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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
(h) 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 provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the 15th day of
November, 2001.
UNOCAL CORPORATION
By: /s/ JOE D. CECIL
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Joe D. Cecil
Vice President and Comptroller
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
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Charles R. Williamson* Chairman of the Board of November 15, 2001
----------------------- Directors and Chief Executive
Charles R. Williamson Officer (Principal Executive
Officer)
Timothy H. Ling* President, Chief Operating November 15, 2001
----------------------- Officer and Director
Timothy H. Ling
Terry G. Dallas* Executive Vice President and November 15, 2001
----------------------- Chief Financial Officer
Terry G. Dallas (Principal Financial Officer)
/s/ Joe D. Cecil Vice President and Comptroller November 15, 2001
----------------------- (Principal Accounting Officer)
Joe D. Cecil
John W. Amerman* Director November 15, 2001
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John W. Amerman
John W. Creighton, Jr.* Director November 15, 2001
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John W. Creighton, Jr.
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SIGNATURE TITLE DATE
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James W. Crownover* Director November 15, 2001
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James W. Crownover
Frank C. Herringer* Director November 15, 2001
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Frank C. Herringer
Donald B. Rice* Director November 15, 2001
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Donald B. Rice
Kevin W. Sharer* Director November 15, 2001
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Kevin W. Sharer
Marina v.N. Whitman* Director November 15, 2001
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Marina v.N. Whitman
*By: /s/ JOE D. CECIL
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Joe D. Cecil
Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4. Unocal Deferred Compensation Plan.
5. Opinion of Company Counsel (opinion re legality).
23.1 Consent of PricewaterhouseCoopers LLP (consent of independent
accountants).
23.2 Consent of Company Counsel (included in Exhibit 5).
24. Power of Attorney.
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