Registration No. 33-48788
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
Union Carbide Corporation
(Exact name of registrant as specified in its charter)
New York 13-1421730
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
39 Old Ridgebury Road, Danbury, CT 06817-001
(Address of principal executive offices)
Vitaphore Corporation
1987 Incentive Stock Plan
(Full title of the plan)
Joseph E. Geoghan
Vice President, General Counsel and Secretary
Union Carbide Corporation
39 Old Ridgebury Road,
Danbury, CT 06817-0001
(Name and address of agent for service)
(203) 794-2000)
(Telephone number, including area code, of agent for service)
The Prospectus which is part of this Post-Effective
Amendment No. 1 to the Registration Statement also relates to
Registration Statement No. 33-34504. This statement is made
pursuant to Rule 429(b).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified by Part
I of this Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 33-48788 (the "Registration Statement") will be
sent or given to participants in the Vitaphore Corporation 1987
Incentive Stock Plan (the "Plan"), as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). Vitaphore Corporation is a wholly-owned
subsidiary of Union Carbide Corporation, a New York corporation.
The document(s) containing the information specified in this Part
I are not being filed with the Commission but constitute (along
with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof), a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
For purposes of this Post-Effective Amendment No. 1 to the
Registration Statement, the term "Company" or "Pre-Merger UCC"
shall mean, for all periods prior to May 1, 1994, Union Carbide
Corporation ("UCC") and its wholly owned subsidiary, Union
Carbide Chemicals and Plastics Company Inc. ("UCC&P"). On April
27, 1994, the shareholders of Union Carbide Corporation voted to
merge UCC into its wholly owned subsidiary, UCC&P (the "Merger").
For all periods including and subsequent to May 1, 1994, the
effective date of the Merger, the term "Company" or "Post-Merger
UCC" shall mean the surviving company, UCC&P, which is known as
Union Carbide Corporation.
Pursuant to Rule 414(d) under the Securities Act ("Rule
414(d)"), Post-Merger UCC hereby expressly adopts as its own, for
all purposes of the Securities Act and the Securities Exchange
Act of 1934, this Registration Statement applicable to the Plan
previously filed by Pre-Merger UCC.
This Post-Effective Amendment No. 1 also relates to
Registration Statement No. 33-34504 which is also expressly
adopted by Post-Merger UCC as its own pursuant to Rule 414(d).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the Company with
the Commission and are hereby incorporated by reference in this
Post-Effective Amendment No. 1 to the Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1993, which includes a description of the
Company's Common Stock.
(b) All documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, 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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 721 through 726 of the New York Business
Corporation Law provide for indemnification of directors and
officers. If a director or officer is successful on the merits
or otherwise in a legal proceeding, he must be indemnified to the
extent he was successful. Further, indemnification is permitted
in both third-party and derivative suits if he acted in good
faith and for a purpose he reasonably believed was in the best
interest of the Company, and if, in the case of a criminal
proceeding, he had no reasonable cause to believe his conduct was
unlawful.
Indemnification under this provision applies to judgments,
fines, amounts paid in settlement and reasonable expenses, in the
case of third party actions, and amounts paid in settlement and
reasonable expenses, in the case of derivative actions. In a
derivative action, however, a director or officer may not be
indemnified for amounts paid to settle such a suit or for any
claim, issue or matter as to which such person shall have been
adjudged liable to the Company absent a court determination that
the person is fairly and reasonably entitled to indemnity.
Notwithstanding the failure of the Company to provide
indemnification and despite any contrary resolution of the board
or shareholders, indemnification shall be awarded by the proper
court pursuant to Section 724 of the New York Business
Corporation Law.
Under New York law, expenses may be advanced upon receipt of
any undertaking by or on behalf of the director or officer to
repay the amounts in the event the recipient is ultimately found
not to be entitled to indemnification. The advance is
conditioned only upon receipt of the undertaking and not upon a
finding that the officer or director has met the applicable
indemnity standards.
Article V of the Company's By-Laws requires it to indemnify
each of its past, present and future directors, officers and
employees to the fullest extent permitted by law for any and all
costs and expenses resulting from or relating to any suit or
claim arising out of service to the Company or to other
organizations at the Company's request.
The Company has entered into indemnity agreements with each
of its directors and officers which require the Company, among
other things, to indemnify each director or officer for all costs
and expenses of suits and claims (to the fullest extent permitted
by law), and to advance to each director or officer the costs and
expenses of defending any suit or claim if such director or
officer undertakes to pay back such advances to the extent
required by law. These provisions do not apply to any suit or
claim voluntarily commenced by the director or officer against
the Company, unless the institution of such proceeding was
approved by a majority of the Board of Directors or the director
or officer is successful on the merits in such proceeding.
Section 402 of the New York Business Corporation Law permits
the Company to include in its certificate of incorporation
provisions eliminating the personal liability of directors to the
Company or its shareholders for any breach of duty in such
capacity unless a judgment or final adjudication adverse to the
director that his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law or that he
personally gained a financial profit or other advantage to which
he was not legally entitled or his acts violated Section 719 of
the New York Business Corporation Law. The certificate of
incorporation of the Company contains a provision eliminating the
personal liability of its directors to the Company and its
shareholder except to the extent such liability may not be
eliminated by law.
The Company carries directors' and officers' insurance which
covers its directors and officers against certain liabilities
they may incur when acting in their capacity as directors or
officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
4.1 Vitaphore Corporation 1987 Incentive Stock Plan, as
amended to date, and related documents (incorporated
herein by reference to Exhibit 4.1 to Registration
Statement No. 33-34504)
5 Opinion of Kelley Drye & Warren as to legality of the
shares of Common Stock covered by this Registration Statement
23.1 Consent of KPMG Peat Marwick, Independent Auditors
23.2 Consent of Price Waterhouse, Independent Accountants
23.3 Consent of Kelley Drye & Warren (included in opinion
filed as Exhibit 5)
24 Powers of Attorney of Directors and Certain Officers of
the Company (included on the signature pages hereof)
ITEM 9. UNDERTAKINGS.
The undersigned Company 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 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; and (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 subparagraphs (i) and (ii) do
not apply if the information required to be included in a post-
effective amendment by those subparagraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or
15(d) of the 1934 Act that are incorporated by reference in the
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.
(4) That, for the purposes of determining any liability
under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the 1934 Act (and
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act), that it
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.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions described in Item 6 of this Registration Statement, or
otherwise, the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of
the Company 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
Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Danbury,
State of Connecticut on this 2nd day of May, 1994.
UNION CARBIDE CORPORATION
By: JOHN K. WULFF
Vice President, Controller
and
Principal Accounting Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Union Carbide
Corporation, hereby severally constitute and appoint Robert D.
Kennedy, John K. Wulff and Gilbert E. Playford, and each of them
singly, our true and lawful attorney, with full power to them, to
sign for us in our names in the capacities indicated below, this
post-effective and any and all further post-effective amendments
to this Registration Statement, and generally to do all things in
our name and on our behalf in such capacities to enable Union
Carbide Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement
has been signed by the following persons in the capacities and on
the dates stated.
Signature Title Date
ROBERT D. KENNEDY Director, Chairman May 2, 1994
of the Board and Chief
Executive Officer (Principal
Executive Officer)
GILBERT E. PLAYFORD Vice-President May 2, 1994
(Principal Financial
Officer)
JOHN K. WULFF Vice-President, May 2, 1994
Controller (Principal
Accounting Officer)
JOHN J. CREEDON Director May 2, 1994
C. FRED FETTEROLF Director May 2, 1994
JOSEPH E. GEOGHAN Director May 2, 1994
RAINER E. GUT Director May 2, 1994
JAMES M. HESTER Director May 2, 1994
WILLIAM H. JOYCE Director May 2, 1994
RONALD L. KUEHN, JR. Director May 2, 1994
C. PETER McCOLOUGH Director May 2, 1994
ROZANNE L. RIDGWAY Director May 2, 1994
WILLIAM S. SNEATH Director May 2, 1994
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
4.1 Vitaphore Corporation 1987 Incentive Incorporated
Stock Plan, as amended to date and related by
documents to Exhibit 4.1 to Registration reference
Statement No. 33-34504.
5 Opinion of Kelley Drye & Warren as to
legality of the shares of Common Stock
covered by this Registration Statement
23.1 Consent of KPMG Peat Marwick, Independent
Auditors
23.2 Consent of Price Waterhouse, Independent
Accountants
23.3 Consent of Kelley Drye & Warren
(included in opinion filed as Exhibit 5)
24 Powers of Attorney of Directors and Certain
Officers of the Company (included on the
signature pages hereof)
Exhibit 5
May 2, 1994
Board of Directors
Union Carbide Corporation
39 Old Ridgebury Road
Danbury, CT 06817-0001
Re: Post-Effective Amendment No. 1 to
Registration Statement No. 33-48788
on Form S-8 for Vitaphore Corporation
1987 Incentive Stock Plan
Dear Sirs:
Please refer to Post-Effective Amendment No. 1 to
Registration Statement No. 33-48788 on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as
amended, to be filed with the Securities and Exchange Commission
by Union Carbide Corporation (the "Corporation") relating to
shares of common stock, $1.00 par value per share (the "Common
Stock"), of the Corporation offered for sale pursuant to the
Vitaphore Corporation 1987 Incentive Stock Plan (the "Plan").
We have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public
officials and officers of the Corporation and such other
instruments as we have deemed necessary or appropriate as a basis
for the opinions expressed below.
Based upon the foregoing, we are of the opinion that:
1. The Corporation has been duly organized and is
validly existing under the laws of the State of New York.
2. The Plan has been duly adopted by the Board of
Directors of the Corporation.
3. The shares of Common Stock of the Corporation to
which the Registration Statement relates have been duly
authorized and reserved for issuance pursuant to the Plan and ,
when issued and sold pursuant to the Plan, will be legally
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
KELLEY DRYE & WARREN
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors of
Union Carbide Corporation
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Union Carbide Corporation of our reports
on Union Carbide Corporation included and incorporated by
reference in the Annual Report on Form 10-K of Union Carbide
Corporation for the year ended December 31, 1993. Our reports
refer to changes in accounting principles as described in Note 1
to the consolidated financial statements.
Stamford, Connecticut KPMG PEAT MARWICK
May 2, 1994
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Post-Effective Amendment No. 1 to Registration Statement on
Form S-8 (No. 33-48788) of our report dated January 26, 1994
relating to the consolidated financial statements of UOP and its
subsidiaries, which appears on page 17 of Union Carbide
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993.
Price Waterhouse
Chicago, Illinois
April 28, 1994
