<PAGE>
As filed with the Securities and Exchange Commission on May 29, 1997
Registration No. 33-________________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------
UNIONBANCAL CORPORATION
(Exact name of registrant as specified in its charter)
California 94-1234979
(State or other jurisdiction of (I.R.S. Employer
corporation or organization) Identification No.)
350 California Street
San Francisco, CA 94104-1476
(Address of principal executive officers) (Zip Code)
UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN
(Full title of the Plan)
Donald R. Meyer, Executive Vice President, General Counsel and Secretary
UnionBanCal Corporation
350 California Street
San Francisco, CA 94104-1476
(415) 445-0211
(name, address, including zip code and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARES OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $5 1,888,382(1) $64.50(2) $121,800,639(2) $36,909.28
stated value
</TABLE>
(1) Number of additional shares of UnionBanCal Corporation (the "Company")
common stock that may be awarded and/or sold pursuant to the Company's
Management Stock Plan (the "Plan"). Prior to the date hereof, the Company
registered with the Securities and Exchange Commission, Registration No.
33-3-3044, 311,618 shares of its common stock that may be awarded and/or
sold pursuant to the Plan.
(2) Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
the registration fee, at $64.50 per share, which was the average of the
high and low prices of the common stock of the Company on May 21, 1997 as
reported on the Nasdaq National Market.
<PAGE>
In accordance with Instruction E of Form S-8, the contents of UnionBanCal
Corporation's (the "Company") registration statement on Form S-8, Registration
No. 33-3-3044, filed with the Securities and Exchange Commission (the
"Commission") on April 1, 1996 are incorporated by reference herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The document(s) containing the information specified in Item 1 will be
sent or given to participants in the Company's Management Stock Plan (the
"Plan") as specified in Rule 428(b)(1) and is not required to be filed as part
of the registration statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The document(s) containing the information specified in Item 2 will be
sent or given to participants in the Plan as specified in Rule 428(b)(1) and is
not required to be filed as part of this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated
herein by reference:
(a) (i) The Company's annual report on Forms 10-K and 10-K/A for the
year ended December 31, 1996; and
(ii) The Company's proxy statement and exhibits thereto dated
May 7, 1997 in connection with its annual meeting of shareholders
of common stock held on May 28, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the fiscal year
covered by the Company's annual report referred to in (a)(i) above.
ITEM 8. EXHIBITS.
REGULATION S-K
EXHIBIT NO. DESCRIPTION PAGE NO.
4.1 UnionBanCal Corporation Management Stock --
Plan. Filed as Exhibit A to the
Company's proxy statement dated May 7,
1997 in connection with its annual
meeting of shareholders of common stock
held on May 28, 1997 and incorporated by
reference herein.
5.1 Opinion of Graham & James LLP 6
23.1 Consent of Deloitte & Touche LLP 9
23.2 Consent of Arthur Andersen LLP 10
23.3 Consent of Graham & James LLP See Exhibit 5.1
24.1 Power of Attorney 4
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Francisco, State of California, on May 28, 1997.
UNIONBANCAL CORPORATION
By /s/ Takahiro Moriguchi
-----------------------------------------
Takahiro Moriguchi
President and Chief Executive Officer
3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That each person whose signature appears below constitutes and appoints Donald
R. Meyer and Jean C. Nomura, or either of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Takahiro Moriguchi President, Chief Executive Officer May 28, 1997
- ------------------------- (Principal Executive Officer) and
Takahiro Moriguchi Director
/s/ Minoru Noda Deputy Chairman, Chief Financial May 28, 1997
- ------------------------- Officer (Principal Financial and
Minoru Noda Accounting Officer), Chief Credit
Officer and Director
/s/ Richard D. Farman Director May 28, 1997
- -------------------------
Richard Farman
/s/ Stanley F. Farrar Director May 28, 1997
- -------------------------
Stanley F. Farrar
/s/ Herman E. Gallegos Director May 28, 1997
- -------------------------
Herman E. Gallegos
/s/ Jack L. Hancock Director May 28, 1997
- -------------------------
Jack L. Hancock
/s/ Richard C. Hartnack Director May 28, 1997
- -------------------------
Richard C. Hartnack
/s/ Roy A. Henderson Director May 28, 1997
- -------------------------
Roy A. Henderson
/s/ Harry W. Low Director May 28, 1997
- -------------------------
Harry W. Low
/s/ Mary S. Metz Director May 28, 1997
- -------------------------
Mary S. Metz
/s/ Raymond E. Miles Director May 28, 1997
- -------------------------
Raymond E. Miles
4
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
Director May 28, 1997
- -------------------------
Shin Nakahara
/s/ J. Fernando Niebla Director May 28, 1997
- -------------------------
J. Fernando Niebla
/s/ Sidney R. Petersen Director May 28, 1997
- -------------------------
Sidney R. Petersen
/s/ Carl W. Robertson Director May 28, 1997
- -------------------------
Carl W. Robertson
/s/ Charles R. Scott Director May 28, 1997
- -------------------------
Charles R. Scott
/s/ Henry T. Swigert Director May 28, 1997
- -------------------------
Henry T. Swigert
Director May 28, 1997
- -------------------------
Tsuneo Wakai
/s/ Robert M. Walker Director May 28, 1997
- -------------------------
Robert M. Walker
Director May 28, 1997
- -------------------------
Blenda J. Wilson
/s/ Tamotsu Yamaguchi Director May 28, 1997
- -------------------------
Tamotsu Yamaguchi
/s/ Kenji Yoshizawa Director May 28, 1997
- -------------------------
Kenji Yoshizawa
5
<PAGE>
May 29, 1997
VIA HAND DELIVERY
Board of Directors
UnionBanCal Corporation
350 California Street
San Francisco, California 94104
RE: UNIONBANCAL CORPORATION MANAGEMENT STOCK PLAN
Dear Ladies and Gentlemen:
We have acted as counsel to UnionBanCal Corporation (the "Company"), in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations promulgated thereunder, of
an additional 1,888,382 shares of common stock of the Company (the "Shares")
reserved for issuance under the UnionBanCal Corporation Management Stock Plan
(the "Plan"), pursuant to a registration statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
("SEC").
For purposes of this opinion, we have examined the Registration Statement and
exhibits thereto as filed with the SEC on the date hereof and such corporate
instruments, documents, proceedings and certificates of corporate officers as we
have deemed appropriate in rendering the opinion set forth below. We have
assumed the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as copies. We
have also assumed, without investigation, the accuracy of representations and
statements as to factual matters made by the officers and employees of the
Company and by government officials. We have also assumed that the Shares, when
issued, will be issued in compliance with the Company's articles of
incorporation, as amended, and bylaws, as amended, and in accordance with the
terms of and in exchange
<PAGE>
Page 2
for consideration in the amount of the option price for the Shares as specified
in the Plan.
Our opinion is subject to the following qualifications and limitations:
a. Our opinion is limited to the effect of the laws of the State of
California, and we express no opinion as to matters governed by other laws.
b. In making our examination of documents and instruments executed by
persons or entities other than the Company, we have assumed, without
investigation, the power and legal capacity of each such person or other entity
to enter into and perform all its obligations under such documents and
instruments, the due authorization by each such other person or entity of such
documents and instruments.
c. Our opinion is subject to and qualified by the information in the
Registration Statement and all other information delivered by the Company or its
representatives pursuant to, or as part of, the Plan, including all updates and
amendments thereof. We express no opinion regarding the accuracy, completeness
or correctness of any matter contained or described in the Registration
Statement or in the Plan or the effect thereof, individually and/or in the
aggregate, upon the transactions contemplated by the Plan.
d. Our opinion is limited to the matters expressly set forth in this
opinion letter, and no opinion is to be implied or may be inferred beyond the
matters expressly so stated.
e. We disclaim any obligation to update this opinion letter for any
events, and any changes in law or the interpretation thereof, occurring after
the date hereof.
f. Our opinion assumes that the Shares issued pursuant to the Plan will
be evidenced by appropriate certificates that have been properly executed and
delivered.
Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued, will be validly issued, fully paid and nonassessable.
<PAGE>
Page 3
Without our prior written consent, this opinion letter may not be: (i) relied
upon by any other party or for any other purpose; (ii) quoted in whole or in
part or otherwise referred to in any report or document; or (iii) furnished (the
original or copies thereof) to any party. Notwithstanding the foregoing, we
consent to the filing and use of this opinion as an exhibit to the Registration
Statement.
Sincerely yours,
/s/ Graham & James LLP
GRAHAM & JAMES LLP
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of UnionBanCal Corporation on Form S-8 of our report dated January 31, 1997,
appearing in the Annual Report on Form 10-K of UnionBanCal Corporation for
the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
- -----------------------------
DELOITTE & TOUCHE LLP
San Francisco, California
May 29, 1997
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 of our report dated January 24, 1996 included in
UnionBanCal Corporation's Form 10-K for the year ended December 31, 1996. It
should be noted that we have not audited any financial statements of
UnionBanCal Corporation subsequent to December 31, 1995 or performed any
audit procedures subsequent to the date of our report.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
May 28, 1997
